Common use of Indemnification of the Underwriters by the Company Clause in Contracts

Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriter, its respective directors, officers, employees, affiliates and agents, and each person, if any, who controls any Underwriter within the meaning of the Securities Act and the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which such Underwriter or such director, officer, employee, affiliate, agent 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 Company), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any Additional Communication, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and to reimburse each Underwriter and each such director, officer, employee, affiliate, agent and controlling person for any and all expenses (including the reasonable fees and disbursements of a counsel chosen by the Underwriters) as such expenses are reasonably incurred by such Underwriter or such director, officer, employee, affiliate, agent or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by any Underwriter expressly for use in the Registration Statement, any Additional Communication, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 9(c) hereof. The indemnity agreement set forth in this Section 9(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriter, its respective directors, officers, officers and employees, affiliates and agents, and each person, if any, who controls any such Underwriter within the meaning of the Securities Act and the Exchange Act, Act against any loss, claim, damage, liability or expense, as incurred, to which such Underwriter or such director, officer, employee, affiliate, agent employee 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 Company), 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) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430B or Rule 430C, as applicable, under the Securities Act, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any Additional Communicationthe Time of Sale Prospectus, any Issuer Free Writing Prospectusfree writing prospectus that the Company has filed, or is required to file, pursuant to Rule 430B or Rule 433(d) of the Securities Act, the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) ), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and to reimburse each Underwriter and each such director, officer, employee, affiliate, agent and employee or controlling person for any and all expenses (including the reasonable fees and disbursements of a one counsel chosen by the UnderwritersRepresentative) as such expenses are reasonably incurred by such Underwriter or such director, officer, employee, affiliate, agent employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by any Underwriter the Representative expressly for use in the Registration Statement, any Additional Communicationthe Time of Sale Prospectus, any Issuer Free Writing Prospectussuch free writing prospectus, the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by any Underwriter the Representative to the Company consists of the information described as such in Section 9(csubsection (C) hereofbelow. The indemnity agreement set forth in this Section 9(a10(A) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Underwriters by the Company. The Company agrees and each of its subsidiaries, jointly and severally, agree to indemnify and hold harmless each Underwriter, its respective affiliates, directors, officers, employees, affiliates and agentsrepresentatives, agents and each person, if any, who controls any such Underwriter within the meaning of Section 15 of the Securities Act and the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which such Underwriter or such director, officer, employee, affiliate, agent or controlling person may become subject, under the Securities Act, Section 20 of the Exchange Act (the “Controlling Person”), from and against any and all losses, claims, damages and liabilities (including, without limitation, reasonable legal fees and other reasonable expenses incurred in connection with any suit, action or other federal proceeding or state statutory law any claim asserted, as such fees and expenses are incurred), joint or regulationseveral that arise out of, or at common law are based upon or otherwise (including in settlement of any litigationcaused by, if such settlement is effected with the written consent of the Company), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based (i) upon any untrue statement or alleged untrue statement of a material fact contained (A) in the Registration Statement, or any amendment thereto, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any Additional Communication, any Issuer Free Writing Prospectus, the Preliminary Prospectus Statement or the Prospectus (or any amendment or supplement thereto) or any Preliminary Prospectus or any amendment or supplement thereto or (B) in any statements or financial information included in materials or information provided to investors by, or with the approval of, the Company in connection with the offering of the Stock, including any roadshow or investor presentation made to investors by the Company, whether presented in person or electronically, which are directly based upon statements or financial information included in the Registration Statement or the Prospectus (or any amendment or supplement thereto) or any Preliminary Prospectus (the “Marketing Materials”) or (ii) any omission or alleged omission therefrom of to state in the Registration Statement or Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus or Marketing Materials, a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and to reimburse each Underwriter and each such director, officer, employee, affiliate, agent and controlling person for any and all expenses (including the reasonable fees and disbursements of a counsel chosen by the Underwriters) except insofar as such expenses losses, claims, damages or liabilities arise out of, or are reasonably incurred by such Underwriter or such director, officer, employee, affiliate, agent or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon or caused by, any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written any information relating to any Underwriter furnished to the Company in writing by any such Underwriter through the Representatives expressly for use in the Registration Statement, any Additional Communication, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto)therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 9(c8(c) hereof. The below; provided, that with respect to any such untrue statement in or omission from any Preliminary Prospectus, the indemnity agreement set forth contained in this Section 9(a8(a) shall be in addition not inure to the benefit of any liabilities Underwriter, its affiliates, directors, officers, employees, representatives, agents or any Controlling Person, if any, to the extent that the sale to the person asserting any such loss, claim, damage or liability was an initial resale by such Underwriter any such loss, claim, damage or liability of or with respect to such Underwriter and results from the fact that both (i) 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 (ii) the untrue statement in or omission from such Preliminary Prospectus was corrected in the Prospectus unless, in either case, such failure to deliver the Prospectus was a result of non-compliance by the Company may otherwise havewith the provisions of Section 5 hereof.

Indemnification of the Underwriters by the Company. The Company agrees and each of its subsidiaries, jointly and severally, agree to indemnify and hold harmless each Underwriter, its respective affiliates, directors, officers, employees, affiliates and agentsrepresentatives, agents and each person, if any, who controls any such Underwriter within the meaning of Section 15 of the Securities Act and the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which such Underwriter or such director, officer, employee, affiliate, agent or controlling person may become subject, under the Securities Act, Section 20 of the Exchange Act (the "Controlling Person"), from and against any and all losses, claims, damages and liabilities (including, without limitation, reasonable legal fees and other reasonable expenses incurred in connection with any suit, action or other federal proceeding or state statutory law any claim asserted, as such fees and expenses are incurred), joint or regulationseveral that arise out of, or at common law are based upon or otherwise (including in settlement of any litigationcaused by, if such settlement is effected with the written consent of the Company), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based (i) upon any untrue statement or alleged untrue statement of a material fact contained (A) in the Registration Statement, or any amendment thereto, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any Additional Communication, any Issuer Free Writing Prospectus, the Preliminary Prospectus Statement or the Prospectus (or any amendment or supplement thereto) or any Preliminary Prospectus or any amendment or supplement thereto or (B) in any statements or financial information included in materials or information provided to investors by, or with the approval of, the Company in connection with the offering of the Stock, including any roadshow or investor presentation made to investors by the Company, whether presented in person or electronically, which are directly based upon statements or financial information included in the Registration Statement or the Prospectus (or any amendment or supplement thereto) or any Preliminary Prospectus (the "Marketing Materials") or (ii) any omission or alleged omission therefrom of to state in the Registration Statement or Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus or Marketing Materials, a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and to reimburse each Underwriter and each such director, officer, employee, affiliate, agent and controlling person for any and all expenses (including the reasonable fees and disbursements of a counsel chosen by the Underwriters) except insofar as such expenses losses, claims, damages or liabilities arise out of, or are reasonably incurred by such Underwriter or such director, officer, employee, affiliate, agent or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon or caused by, any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written any information relating to any Underwriter furnished to the Company in writing by any such Underwriter through the Representatives expressly for use in the Registration Statement, any Additional Communication, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto)therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 9(c8(c) below; provided, that with respect to any such untrue statement in or omission from any Preliminary Prospectus, the indemnity agreement contained in this Section 8(a) shall not inure to the benefit of any Underwriter, its affiliates, directors, officers, employees, representatives, agents or any Controlling Person, if any, to the extent that the sale to the person asserting any such loss, claim, damage or liability was an initial resale by such Underwriter any such loss, claim, damage or liability of or with respect to such Underwriter and results from the fact that both (i) 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 (ii) the untrue statement in or omission from such Preliminary Prospectus was corrected in the Prospectus unless, in either case, such failure to deliver the Prospectus was a result of non-compliance by the Company with the provisions of Section 5 hereof. The indemnity agreement set forth Company and each of its subsidiaries, jointly and severally, agree to indemnify and hold harmless Xxxxxx Brothers Inc. ("Xxxxxx"), its affiliates, directors, officers, employees, representatives and agents and any Controlling Person of Xxxxxx from and against any and all losses, claims, damages and liabilities (including, without limitation, reasonable legal fees and other reasonable expenses incurred in this Section 9(aconnection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint and several, that arise out of, or are based upon or caused by, (i) shall be any untrue statement or alleged untrue statement of a material fact contained in addition to any liabilities that the material prepared by or with the consent of the Company may otherwise havefor distribution to Directed Share Participants in connection with the Directed Share Program, or (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriter, its respective directors, officers, employees, affiliates employees and agents, and each person, if any, who controls any Underwriter within the meaning of the Securities Act and the Exchange Act, Act against any loss, claim, damage, liability or expense, as incurred, to which such Underwriter or such director, officer, employee, affiliate, agent 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 Company), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430A, Rule 430B or Rule 430C under the Securities Act, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any Additional Communication, any Issuer Free Writing Prospectus, the Preliminary Prospectus any Permitted Free Writing Prospectus, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) or any prospectus wrapper material distributed in [___] in connection with the reservation and sale of Directed Shares to [the DSP Participants], 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; , and to reimburse each Underwriter Underwriter, its officers, directors, employees, agents and each such director, officer, employee, affiliate, agent and controlling person for any and all expenses (including the reasonable fees and disbursements of a counsel chosen by the UnderwritersRepresentatives) as such expenses are reasonably incurred by such Underwriter Underwriter, or its officers, directors, employees and agents or such director, officer, employee, affiliate, agent or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by any Underwriter the Representatives expressly for use in the Registration Statement, any Additional Communication, any Issuer Free Writing Prospectus, the Preliminary Prospectus any Permitted Free Writing Prospectus, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 9(c) hereof. The thereto).The indemnity agreement set forth in this Section 9(a8(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Underwriters by the Company. The Company agrees to to: (1) indemnify and hold harmless each Underwriter, its respective directors, officers, officers and employees, affiliates representatives and agents, agents and each person, if any, who controls any Underwriter within the meaning of either Section 15 of the Securities Act and or Section 20 of the Exchange ActAct (collectively, the “Underwriter Indemnified Parties” and, each an “Underwriter Indemnified Party”) against any loss, claim, damage, liability liability, joint or expenseseveral, as incurredor any action in respect thereof, to which such the Underwriter or such director, officer, employee, affiliate, agent or controlling person Indemnified Party 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 Company)otherwise, insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) action arises out of or is based upon: (iA) upon any untrue statement actual or alleged untrue statement of a material fact contained in the Registration Statement, any post-effective amendment thereto, any Rule 462(b) Registration Statement, the Prospectus, any preliminary prospectus, any supplement thereto or prospectus wrapper prepared in connection therewith, as amended or supplemented, including any information deemed to be a part thereof pursuant to Rule 430A under the Securities Act; (B) the actual or alleged omission to state, in the Registration Statement, any post-effective amendment thereto, any Rule 462(b) Registration Statement, the Prospectus, any preliminary prospectus, any supplement thereto or prospectus wrapper prepared in connection therewith, as amended or supplemented, including any information deemed to be a part thereof pursuant to Rule 430A under the Securities Act, any preliminary prospectus, the Prospectus or any amendment or supplement thereto, or the omission or alleged omission therefrom of a any material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained misleading in any Additional Communication, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made; (C) in whole or in part upon any inaccuracy in the representations and warranties of the Company contained herein, not misleadingor upon any failure of the Company to perform its obligations hereunder or under law; and or (D) any actual or alleged act or failure to reimburse each act by any Underwriter and each such director, officer, employee, affiliate, agent and controlling person for any and all expenses (including the reasonable fees and disbursements of a counsel chosen by the Underwriters) as such expenses are reasonably incurred by such Underwriter or such director, officer, employee, affiliate, agent or controlling person in connection with investigatingwith, defendingor relating in any manner to, settlingthe Offer Shares or the offering contemplated hereby, compromising and which is included as part of or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply referred to in any loss, claim, damage, liability or expense to the extent, but only to the extent, action arising out of or based upon any matter covered by clauses (A) or (B) above, provided that the Company shall not be liable in the case of any matter covered by this clause (D) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such act or failure to act undertaken or omitted to be taken by any Underwriter through its gross negligence or willful misconduct; and (2) reimburse each Underwriter Indemnified Party promptly upon demand for any legal or other expenses reasonably incurred by that Underwriter Indemnified Party in connection with investigating or preparing to defend or defending against or appearing as a third party witness in connection with any such loss, claim, damage, liability or action or proceeding, or in responding to a subpoena or governmental inquiry, related to the offering of the Offer Shares, whether or not such Underwriter Indemnified Party is a party to such action or proceeding as such expenses are incurred. In the event that it is finally judicially determined that the Underwriter Indemnified Party was not entitled to receive payments for legal and other expenses in accordance with this Section 9, the Underwriter Indemnified Party will promptly return all sums that had been advanced in accordance with this provision. Notwithstanding anything in this Section 9(a) to the contrary, the Company shall not be liable in any such case to the extent that any loss, claim, damage, liability or action arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission made from the Registration Statement, any post-effective amendment thereto, any Rule 462(b) Registration Statement, the Prospectus, any preliminary prospectus, any supplement thereto or prospectus wrapper prepared in connection therewith, as amended or supplemented, in reliance upon and in conformity with written information furnished to the Company through the Representatives by or on behalf of any Underwriter expressly specifically for use therein, which information the parties hereto agree is limited to (i) the statements on the front cover page of the Prospectus concerning the terms of the offering by the Underwriters, (ii) the statements concerning the Underwriters contained in the Registration Statement, any Additional Communication, any Issuer Free Writing Prospectus, [ ] paragraph (concerning the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by any Underwriter consists terms of the information described as such offering) and the [ ] paragraph (concerning short sales and stabilizing transactions) and the table of Underwriters participating in Section 9(c) hereof. The indemnity agreement set forth the offering under the heading “Underwriting.” Notwithstanding anything in this Section 9(a) shall be in addition to the contrary, the Company’s indemnification obligation with respect to any liabilities that preliminary prospectus shall not inure to the benefit of any Underwriter from which the person asserting any loss, claim, damage or liability purchased any of the Offer Shares, or any officers, employees, representatives, agent or controlling persons of such Underwriter, if (i) a copy of the Prospectus (as then amended or supplemented) was required by law to be delivered to such person at or prior to the written confirmation of the sale of any Offer Shares to such person, (ii) a copy of the Prospectus (as then amended or supplemented) was not sent or given to such person by or on behalf of such Underwriter and such failure was not due to non-compliance by the Company may otherwise havewith Section 4(c) hereof, and (iii) the Prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage or liability.

Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriter, its respective directors, officers, employees, affiliates employees and agents, agents and each person, if any, who controls any Underwriter within the meaning of the Securities Act and the Exchange Act, Act against any loss, claim, damage, liability or expense, as incurred, to which such Underwriter or such director, officer, employee, affiliate, agent employee 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 Company), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any Additional Communication, any Issuer Free Writing Prospectus, the 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, or (iii) in whole or in part upon any inaccuracy in the representations and warranties of the Company contained herein; or (iv) in whole or in part upon any failure of the Company to perform its obligations hereunder or under law; (v) any act or failure to act or any alleged act or failure to act by the Underwriters in connection with, or relating in any manner to, the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i) above, provided that the Company shall not be liable under this clause (v) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by the Underwriters through their gross negligence or willful misconduct; and to reimburse each Underwriter Underwriter, its officers, directors, employees, agents and each such director, officer, employee, affiliate, agent and controlling person for any and all expenses (including the reasonable fees and disbursements of a counsel chosen by the UnderwritersRepresentatives) as such expenses are reasonably incurred by such Underwriter or its officers, directors, employees, agents or such director, officer, employee, affiliate, agent or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by any Underwriter the Representatives expressly for use in the Registration Statement, any Additional Communication, any Issuer Free Writing Prospectus, the any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), it being understood and agreed . The Company hereby acknowledges that the only information that the Underwriters have furnished to the Company 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 tenth paragraph under the caption “Underwriting” in the Preliminary Prospectus and the Prospectus (the “Underwriter Information”); and the Underwriters confirm that such information furnished by any Underwriter consists of the information described as such in Section 9(c) hereofstatements are correct. The indemnity agreement set forth in this Section 9(a8(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriter, its respective directors, officers, employees, affiliates employees and agents, affiliates and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act, Act against any loss, claim, damage, liability or expense, as incurred, to which such Underwriter or such director, officer, employee, affiliate, agent 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 Company), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430A, Rule 430B or Rule 430C under the Securities Act, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any Additional Communication, any Issuer Free Writing Prospectus, the Preliminary Prospectus any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) ), or any prospectus wrapper material distributed in Canada, 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; , and to reimburse each Underwriter Underwriter, its officers, directors, employees, agents and each such director, officer, employee, affiliate, agent and controlling person for any and all expenses (including the reasonable fees and disbursements of a counsel chosen by the UnderwritersRepresentatives) as such expenses are reasonably incurred by such Underwriter Underwriter, or its officers, directors, employees and agents or such director, officer, employee, affiliate, agent or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by any Underwriter the Representatives expressly for use in the Registration Statement, any Additional Communication, any Issuer Free Writing Prospectus, the Preliminary Prospectus any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 9(c) hereof. The indemnity agreement set forth in this Section 9(a8(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriter, its respective affiliates, directors, officers, officers and employees, affiliates and agents, and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which such Underwriter or such Underwriter, affiliate, director, officer, employee, affiliate, agent employee 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 subject (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based based: (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment or supplement thereto, including any information deemed to be a part thereof pursuant to Rule 430A or Rule 434 under the Securities Act, or caused by 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) upon any untrue statement or alleged untrue statement of a material fact contained in any Additional Communication, any Issuer Free Writing Prospectus, any preliminary prospectus, the Preliminary Statutory 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; , and to reimburse each Underwriter Underwriter, its affiliates, directors, officers and employees and each such director, officer, employee, affiliate, agent and controlling person for any and all expenses (including the reasonable fees and disbursements of a one counsel chosen by the UnderwritersBAS) as such expenses are reasonably incurred by such Underwriter Underwriter, or its affiliates, directors, officers and employees or such director, officer, employee, affiliate, agent or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by any Underwriter the Representatives expressly for use in the Registration Statement, any Additional Communication, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 9(c) hereoftherein. The indemnity agreement set forth in this Section 9(a8(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriter, its respective directorsaffiliates, officers(as such term is defined in Rule 501(b) under the Securities Act (each, employeesan “Affiliate”)), affiliates and agents, its selling agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act, Act as follows: (i) against any and all loss, liability, claim, damage, liability or expensedamage and expense whatsoever, as incurred, to which such Underwriter or such director, officer, employee, affiliate, agent 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 Company), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises arising out of or is based (i) upon on any untrue statement or alleged untrue statement of a material fact contained in or incorporated by reference in the Registration Statement, Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, 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; misleading or (ii) upon arising out of or based on any untrue statement or alleged untrue statement of a material fact contained included in or incorporated by reference in any Additional CommunicationPreliminary Prospectus, any Issuer Free Writing Prospectus, the Preliminary Prospectus General Disclosure Package or the Prospectus (or any amendment or supplement thereto) or any 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; and to reimburse each Underwriter and each such director, officer, employee, affiliate, agent and controlling person for ; (ii) against any and all expenses loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 7(e) below) any such settlement is effected with the written consent of the Company; (iii) against any and all expense whatsoever, as incurred (including the reasonable fees and disbursements of a counsel chosen by the Underwriters) as such expenses are Representative), reasonably incurred by such Underwriter or such director, officer, employee, affiliate, agent or controlling person in connection with investigating, defendingpreparing or defending against any litigation, settlingor any investigation or proceeding by any governmental agency or body, compromising commenced or paying threatened, or any claim whatsoever based upon any such lossuntrue statement or omission, claimor any such alleged untrue statement or omission, damage, liability, to the extent that any such expense or actionis not paid under (i) though (ii) above; provided, however, that the foregoing this indemnity agreement shall not apply to any loss, liability, claim, damage, liability damage or expense to the extent, but only to the extent, extent arising out of or based upon any untrue statement or omission or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by any Underwriter expressly for use in the Registration StatementStatement (or any amendment thereto), including any Additional Communication, any Issuer Free Writing Prospectusinformation deemed to be a part thereof pursuant to Rule 430B, the Preliminary Prospectus General Disclosure Package or the Prospectus (or any amendment or supplement thereto), it being understood ) in reliance upon and agreed that in conformity with the only such information furnished by any Underwriter consists of the information described as such in Section 9(c) hereof. The indemnity agreement set forth in this Section 9(a) shall be in addition to any liabilities that the Company may otherwise haveInformation.

Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriter, its respective directors, officers, officers and employees, affiliates and agents, and each person, if any, who controls any the Underwriter within the meaning of the Securities Act and the Exchange Act, Act against any loss, claim, damage, liability or expense, as incurred, to which such Underwriter or such director, officer, employee, affiliate, agent employee 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 Company), 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) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430A or Rule 430B, as applicable, under the Securities Act, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any Additional Communicationthe Time of Sale Prospectus, any Issuer Free Writing Prospectusfree writing prospectus that the Company has filed, or is required to file, pursuant to Rule 430B or Rule 433(d) of the Preliminary Prospectus Securities Act 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; and to reimburse each Underwriter and each such director, officer, employee, affiliate, agent and employee or controlling person for any and all expenses (including the reasonable fees and disbursements of a one counsel chosen by the Underwriters) as such expenses are reasonably incurred by such Underwriter or such director, officer, employee, affiliate, agent employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by any Underwriter the Underwriters expressly for use in the Registration Statement, any Additional Communicationthe Time of Sale Prospectus, any Issuer Free Writing Prospectus, the Preliminary Prospectus such free writing prospectus or the Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by any Underwriter the Underwriters to the Company consists of the information described as such in Section 9(csubsection (C) hereofbelow. The indemnity agreement set forth in this Section 9(a10(A) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriter, its respective directors, officers, officers and employees, affiliates and agents, and each person, if any, who controls any such Underwriter within the meaning of the Securities Act and the Exchange Act, Act against any loss, claim, damage, liability or expense, as incurred, to which such Underwriter or such directorUnderwriter, officer, employee, affiliate, agent employee 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 Company), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any issuer free writing prospectus as defined in Rule 433(h) under the Securities Act, or in any amendment thereof or supplement thereto, or the omission or alleged omission therefrom of a material fact required to be stated therein or fact, in each case, necessary to make the statements therein not misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any Additional Communication, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; misleading and to reimburse each Underwriter and each such directorUnderwriter, officer, employee, affiliate, agent and employee or controlling person for any and all expenses (including the reasonable fees and disbursements of a counsel chosen by the Underwriterssuch Underwriter) as such expenses are reasonably incurred by such Underwriter or such directorUnderwriter, officer, employee, affiliate, agent employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon (1) any breach by such Underwriter of its covenant set forth in Section 4 hereof or (2) any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by any Underwriter expressly for use in the Registration Statement, any Additional Communication, any Issuer Free Writing the Time of Sale Prospectus, the Preliminary Prospectus or the Prospectus any issuer free writing prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such set forth in Section 9(c) Schedule D hereof. The indemnity agreement set forth in this Section 9(a8(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Underwriters by the Company. The Company agrees and each of its subsidiaries, jointly and severally, agree to indemnify and hold harmless each Underwriter, its respective affiliates, directors, officers, employees, affiliates and agentsrepresentatives, agents and each person, if any, who controls any such Underwriter within the meaning of Section 15 of the Securities Act and the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which such Underwriter or such director, officer, employee, affiliate, agent or controlling person may become subject, under the Securities Act, Section 20 of the Exchange Act (the "Controlling Person"), from and against any and all losses, claims, damages and liabilities (including, without limitation, reasonable legal fees and other reasonable expenses incurred in connection with any suit, action or other federal proceeding or state statutory law any claim asserted, as such fees and expenses are incurred), joint or regulationseveral that arise out of, or at common law are based upon or otherwise (including in settlement of any litigationcaused by, if such settlement is effected with the written consent of the Company), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based (i) upon any untrue statement or alleged untrue statement of a material fact contained (A) in the Registration Statement, or any amendment thereto, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any Additional Communication, any Issuer Free Writing Prospectus, the Preliminary Prospectus Statement or the Prospectus (or any amendment or supplement thereto) or any Preliminary Prospectus or any amendment or supplement thereto or (B) in any statements or financial information included in materials or information provided to investors by, or with the approval of, the Company in connection with the offering of the Stock, including any roadshow or investor presentation made to investors by the Company, whether presented in person or electronically, which are directly based upon statements or financial information included in the Registration Statement or the Prospectus (or any amendment or supplement thereto) or any Preliminary Prospectus (the "Marketing Materials") or (ii) any omission or alleged omission therefrom of to state in the Registration Statement or Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus or Marketing Materials, a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and to reimburse each Underwriter and each such director, officer, employee, affiliate, agent and controlling person for any and all expenses (including the reasonable fees and disbursements of a counsel chosen by the Underwriters) except insofar as such expenses losses, claims, damages or liabilities arise out of, or are reasonably incurred by such Underwriter or such director, officer, employee, affiliate, agent or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon or caused by, any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written any information relating to any Underwriter furnished to the Company in writing by any such Underwriter through the Representatives expressly for use in the Registration Statement, any Additional Communication, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto)therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 9(c8(c) hereof. The below; provided, that with respect to any such untrue statement in or omission from any Preliminary Prospectus, the indemnity agreement set forth contained in this Section 9(a8(a) shall be in addition not inure to the benefit of any liabilities Underwriter, its affiliates, directors, officers, employees, representatives, agents or any Controlling Person, if any, to the extent that the sale to the person asserting any such loss, claim, damage or liability was an initial resale by such Underwriter any such loss, claim, damage or liability of or with respect to such Underwriter and results from the fact that both (i) 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 (ii) the untrue statement in or omission from such Preliminary Prospectus was corrected in the Prospectus unless, in either case, such failure to deliver the Prospectus was a result of non-compliance by the Company may otherwise havewith the provisions of Section 5 hereof.

Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriter, its respective affiliates, as such term is defined in Rule 501(b) under the 1933 Act (each, an “Affiliate”), its selling agents, directors, officers, employees, affiliates agents and agents, employees and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities 1933 Act and or Section 20 of the Exchange Act, 1934 Act as follows: (i) against any and all loss, liability, claim, damage, liability or expensedamage and expense whatsoever, as incurred, to which such Underwriter or such director, officer, employee, affiliate, agent 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 Company), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises arising out of or is based (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Statement (or any amendment thereto), including the Rule 430B Information, 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; misleading or (ii) upon arising out of any untrue statement or alleged untrue statement of a material fact contained included in the General Disclosure Package, any Additional Communicationpreliminary prospectus, the Prospectus or any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) ), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and to reimburse each Underwriter and each such director, officer, employee, affiliate, agent and controlling person for ; (ii) against any and all expenses loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that any such settlement is effected with the written consent of the Company; (iii) against any and all expense whatsoever, as incurred (including the reasonable fees and disbursements of a counsel chosen by the Underwriters) as such expenses are ), reasonably incurred by such Underwriter or such director, officer, employee, affiliate, agent or controlling person in connection with investigating, defendingpreparing or defending against any litigation, settlingor any investigation or proceeding by any governmental agency or body, compromising commenced or paying threatened, or any claim whatsoever based upon any such lossuntrue statement or omission, claimor any such alleged untrue statement or omission, damage, liability, to the extent that any such expense is not paid under (i) or action(ii) above; provided, however, that the foregoing this indemnity agreement provision shall not apply to any loss, liability, claim, damage, liability damage or expense to the extent, but only to the extent, extent arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter expressly for use in the Registration StatementStatement (or any amendment thereto), including the Rule 430B Information, or in the General Disclosure Package, any Additional Communicationpreliminary prospectus, the Prospectus or any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such which information furnished by any Underwriter consists of the information described as such is specified in Section 9(c) hereof. The indemnity agreement set forth in this Section 9(a) shall be in addition to any liabilities that the Company may otherwise have6(d).

Indemnification of the Underwriters by the Company. The Company agrees agrees, to indemnify and hold harmless each Underwriter, its respective directors, officers, employees, affiliates agents and agentsaffiliates, and each person, if any, who controls any Underwriter within the meaning of the Securities Act and the Exchange Act, Act against any loss, claim, damage, liability or expense, as incurred, to which such Underwriter or each such affiliate director, officer, employee, affiliate, agent employee 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 CompanyCompany 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 (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430A, 430B or 430C under the Securities Act, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any Additional Communication, any Issuer Free Writing Prospectus, the any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) ), or the omission or alleged omission therefrom of a material fact fact, in each case, necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; , and to reimburse each Underwriter Underwriter, its affiliates, officers, directors, employees, agents and each such director, officer, employee, affiliate, agent and controlling person for any and all expenses (including including, subject to Section 8(d), the reasonable fees and disbursements of a counsel chosen by the Underwriters) as such expenses are reasonably incurred by such Underwriter Underwriter, or its affiliates, officers, directors, employees and agents or such director, officer, employee, affiliate, agent or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by any Underwriter the Underwriters expressly for use in the Registration Statement, any Additional Communication, any Issuer Free Writing Prospectus, the any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 9(c) hereof. The indemnity agreement set forth in this Section 9(a8(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriter, its respective directors, each of its officers, employeesits affiliates, affiliates and agentsas such term is defined in Rule 501(b) under the 1933 Act (each, an “Affiliate”), its selling agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities 1933 Act and or Section 20 of the Exchange Act, 1934 Act as follows: (i) against any and all loss, liability, claim, damage, liability or expensedamage and expense whatsoever, as incurred, to which such Underwriter or such director, officer, employee, affiliate, agent 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 Company), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises arising out of or is based (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Statement (or any amendment thereto), including the Rule 430B Information 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; misleading or (ii) upon arising out of any untrue statement or alleged untrue statement of a material fact contained included in any Additional Communicationpreliminary prospectus, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) ), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and to reimburse each Underwriter and each such director, officer, employee, affiliate, agent and controlling person for ; (ii) against any and all expenses loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company; and (iii) against any and all expense whatsoever, as incurred (including the reasonable fees and disbursements of a counsel chosen by the Underwriters) as such expenses are Representatives), reasonably incurred by such Underwriter or such director, officer, employee, affiliate, agent or controlling person in connection with investigating, defendingpreparing or defending against any litigation, settlingor any investigation or proceeding by any governmental agency or body, compromising commenced or paying threatened, or any claim whatsoever based upon any such lossuntrue statement or omission, claimor any such alleged untrue statement or omission, damage, liability, to the extent that any such expense is not paid under (i) or action(ii) above; provided, however, that the foregoing this indemnity agreement shall not apply to any loss, liability, claim, damage, liability damage or expense to the extent, but only to the extent, extent arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives expressly for use in the Registration StatementStatement (or any amendment thereto), including the Rule 430B Information or any Additional Communicationpreliminary prospectus, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 9(c) hereof. The indemnity agreement set forth in this Section 9(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriter, its respective directors, officers, officers and employees, affiliates and agents, and each person, if any, who controls any Underwriter within the meaning of the Securities Act and the Exchange Act, Act against any loss, claim, damage, liability or expense, as incurred, to which such Underwriter or such director, officer, employee, affiliate, agent 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 Company), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430A or Rule 434 under the Securities Act, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any Additional Communication, any Issuer Free Writing Prospectus, the Preliminary Prospectus 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; or (iii) in whole or in part upon any inaccuracy in the representations and warranties of the Company or the Selling Shareholders contained herein; or (iv) in whole or in part upon any failure of the Company or the Selling Shareholders to perform their respective obligations hereunder or under law; or (v) any act or failure to act or any alleged act or failure to act by any Underwriter in connection with, or relating in any manner to, the Common Shares or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i) or (ii) above, provided that the Company shall not be liable under this clause (v) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by such Underwriter through its bad faith or willful misconduct; and to reimburse each Underwriter and each such director, officer, employee, affiliate, agent and controlling person for any and all expenses (including the reasonable fees and disbursements of a counsel chosen by the UnderwritersBanc of America Securities LLC) as such expenses are reasonably incurred by such Underwriter or such director, officer, employee, affiliate, agent or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company and the Selling Shareholders by any Underwriter the Representatives expressly for use in the Registration Statement, any Additional Communication, any Issuer Free Writing Prospectus, the Preliminary Prospectus preliminary prospectus or the Prospectus (or any amendment or supplement thereto); and provided, it being understood and agreed further, that with respect to any preliminary prospectus, the only such information furnished by foregoing indemnity agreement shall not inure to the benefit of any Underwriter consists from whom the person asserting any loss, claim, damage, liability or expense purchased Shares, or any person controlling such Underwriter, if copies of the information described Prospectus were timely delivered to the Underwriter pursuant to Section 2 and a copy of the Prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of such in Section 9(cUnderwriter to such person, if required by law so to have been delivered, at or prior to the written confirmation of the sale of the Shares to such person, and if the Prospectus (as so amended or supplemented) hereofwould have cured the defect giving rise to such loss, claim, damage, liability or expense. The indemnity agreement set forth in this Section 9(a8(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriterthe Underwriters, its respective directors, officers, their officers and employees, affiliates and agents, and each person, if any, who controls any Underwriter the Underwriters within the meaning of the Securities Act and the Exchange Act, Act against any loss, claim, damage, liability or expense, as incurred, to which such Underwriter the Underwriters or such director, officer, employee, affiliate, agent employee 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 Company), 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) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, including any Rule 430 Information under the Securities Act, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any Additional Communicationthe Time of Sale Prospectus, any Issuer Free Writing Prospectusfree writing prospectus that the Company has filed, or is required to file, pursuant to Rule 430B or Rule 433(d) of the Securities Act, the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) ), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and to reimburse each Underwriter the Underwriters and each such director, officer, employee, affiliate, agent and employee or controlling person for any and all expenses (including the reasonable fees and disbursements of a one counsel chosen by the UnderwritersRepresentative) as such expenses are reasonably incurred by such Underwriter the Underwriters or such director, officer, employee, affiliate, agent employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by any Underwriter the Representative expressly for use in the Registration Statement, any Additional Communicationthe Time of Sale Prospectus, any Issuer Free Writing Prospectussuch free writing prospectus, the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by any Underwriter the Representative to the Company consists of the information described as such in Section 9(csubsection (b) hereofbelow. The indemnity agreement set forth in this Section 9(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Underwriters by the Company. The Company agrees to will indemnify and hold harmless each UnderwriterUnderwriter and its affiliates, its such Underwriter and affiliates’ respective partners, members, directors, officers, employees, affiliates and agents, agents and each person, if any, who controls any such Underwriter within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange ActAct (each an “Indemnified Party”), against any lossand all losses, claimclaims, damagedamages or liabilities, liability joint or expense, as incurredseveral, to which such Underwriter or such director, officer, employee, affiliate, agent or controlling person Indemnified Party may become subject, under the Securities Act, the Exchange Act or Act, 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 Company)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 (i) upon any untrue statement or alleged untrue statement of a any material fact contained in any part of any Registration Statement or any amendment thereof at any time, the ADS Registration StatementStatement at any time, any Statutory Prospectus at any time, the Final Prospectus, any Issuer Free Writing Prospectus, or any amendment theretowritten Section 5(d) Communication or any “road show” as defined in Rule 433(h) under the Act, 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; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any Additional Communication, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and to will reimburse each Underwriter and each such director, officer, employee, affiliate, agent and controlling person Indemnified Party for any and all legal or other expenses (including the reasonable fees and disbursements of a counsel chosen by the Underwriters) as such expenses are reasonably incurred by such Underwriter or such director, officer, employee, affiliate, agent or controlling person 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 actionproceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the foregoing indemnity agreement shall Company will not apply be liable in any such case to the extent that any such loss, claim, damage, damage or liability or expense to the extent, but only to the extent, arising arises out of or is based upon any an untrue statement or alleged untrue statement in or omission or alleged omission made from any of such documents in reliance upon and in conformity with written information furnished to the Company by any Underwriter expressly through the Representatives specifically for use in the Registration Statement, any Additional Communication, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto)therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 9(csubsection (b) hereof. The indemnity agreement set forth in this Section 9(a) shall be in addition to any liabilities that the Company may otherwise havebelow.]

Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriter, its respective directors, officers, employees, affiliates employees and agents, and each person, if any, who controls any Underwriter within the meaning of the Securities Act and or the Exchange Act, Act against any loss, claim, damage, liability or expense, as incurred, to which such Underwriter or such Underwriter, director, officer, employee, affiliate, agent 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 Company), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430A, Rule 430B or Rule 430C under the Securities Act, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any Additional Communication, any Issuer Free Writing Prospectus, the Preliminary Prospectus any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) or the omission or alleged omission therefrom of a material fact fact, in each case, necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; , and to reimburse each Underwriter Underwriter, its officers, directors, employees, agents and each such director, officer, employee, affiliate, agent and controlling person for any and all expenses (including the reasonable fees and disbursements of a counsel chosen by the UnderwritersBAS) as such expenses are reasonably incurred by such Underwriter Underwriter, or its officers, directors, employees, agents or such director, officer, employee, affiliate, agent or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance based upon and in conformity with written information furnished to the Company by any Underwriter through BAS expressly for use in the Registration Statement, any Additional Communication, any Issuer Free Writing Prospectus, the Preliminary Prospectus any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 9(c8(c) hereof. The indemnity agreement set forth in this Section 9(a8(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Underwriters by the Company. The Company agrees agrees, to indemnify and hold harmless each Underwriter, its respective directors, officers, employees, affiliates agents and agentsaffiliates, and each person, if any, who controls any each Underwriter within the meaning of the Securities Act and the Exchange Act, Act against any loss, claim, damage, liability or expense, as incurred, to which such Underwriter or each such affiliate director, officer, employee, affiliate, agent employee 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 CompanyCompany 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 (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430A, 430B or 430C under the Securities Act, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any Additional Communication, any Issuer Free Writing Prospectus, the any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) ), or the omission or alleged omission therefrom of a material fact fact, in each case, necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; , and to reimburse each Underwriter Underwriter, its affiliates, officers, directors, employees, agents and each such director, officer, employee, affiliate, agent and controlling person for any and all expenses (including including, subject to Section 8(d), the reasonable fees and disbursements of a counsel chosen by the Underwriters) as such expenses are reasonably incurred by such Underwriter Underwriter, or its affiliates, officers, directors, employees and agents or such director, officer, employee, affiliate, agent or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by any Underwriter the Underwriters expressly for use in the Registration Statement, any Additional Communication, any Issuer Free Writing Prospectus, the any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 9(c) hereof. The indemnity agreement set forth in this Section 9(a8(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Underwriters by the Company. The Company Company, agrees to indemnify and hold harmless each Underwriter, its respective directors, officers, employees, affiliates and agents, Underwriter and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities 1933 Act and or Section 20 of the Exchange Act, 1934 Act as follows: (i) against any and all loss, liability, claim, damage, liability or expensedamage and expense whatsoever, as incurred, to which such Underwriter or such director, officer, employee, affiliate, agent 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 Company), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises arising out of or is based (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Statement (or any amendment thereto), including the Rule 430A Information, 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; misleading or (ii) upon arising out of any untrue statement or alleged untrue statement of a material fact contained included in any Additional Communication, any Issuer Free Writing Prospectus, the Preliminary Prospectus 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; and to reimburse each Underwriter and each such director, officer, employee, affiliate, agent and controlling person for ; (ii) against any and all expenses loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company; and (iii) against any and all expense whatsoever, as incurred (including the reasonable fees and disbursements of a counsel chosen by the Underwriters) as such expenses are Xxxxxxx Xxxxx), reasonably incurred by such Underwriter or such director, officer, employee, affiliate, agent or controlling person in connection with investigating, defendingpreparing or defending against any litigation, settlingor any investigation or proceeding by any governmental agency or body, compromising commenced or paying threatened, or any claim whatsoever based upon any such lossuntrue statement or omission, claimor any such alleged untrue statement or omission, damageto the extent that any such expense is not paid under (i) or (ii) above; PROVIDED, liability, expense or action; provided, howeverHOWEVER, that the foregoing this indemnity agreement shall not apply to any loss, liability, claim, damage, liability damage or expense (a) to the extent, but only to the extent, extent arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives expressly for use in the Registration StatementStatement (or any amendment thereto), including the Rule 430A Information, or any Additional Communication, any Issuer Free Writing Prospectus, the Preliminary Prospectus preliminary prospectus or the Prospectus (or any amendment or supplement thereto); and (b) with respect to any preliminary prospectus to the extent that it shall be proved that any such loss, it being understood and agreed liability, claim, damage or expense of such Underwriter resulted solely from the fact that the only such information furnished by any Underwriter, in contravention of a requirement of this Agreement or applicable law, sold Securities to a person to whom such Underwriter consists failed to send or give, at or prior to Closing Time, a copy of the information described Prospectus (if applicable, as such in Section 9(camended or supplemented) hereof. The indemnity agreement set forth in this Section 9(a) shall be in addition to any liabilities that if the Company may otherwise havehas previously furnished copies thereof (sufficiently in advance of Closing Time to allow for distribution by Closing Time) to such Underwriter and the loss, liability, claim, damage or expense of such Underwriter resulted from an untrue statement or alleged untrue statement or omission or alleged omission of a material fact contained in or omitted (or allegedly omitted) from the preliminary prospectus that was corrected or included in the Prospectus (if applicable, as amended or supplemented) prior to Closing Time.

Indemnification of the Underwriters by the Company. The Company agrees agrees, to indemnify and hold harmless each Underwriter, its respective directors, officers, employees, affiliates agents and agentsaffiliates, and each person, if any, who controls any Underwriter within the meaning of the Securities Act and the Exchange Act, Act against any loss, claim, damage, liability or expense, as incurred, to which such Underwriter or each such affiliate director, officer, employee, affiliate, agent employee 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 CompanyCompany 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 (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430A, 430B or 430C under the Securities Act, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any Additional Communication, any Issuer Free Writing Prospectus, the any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) ), or the omission or alleged omission therefrom of a material fact fact, in each case, necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; , and to reimburse each Underwriter Underwriter, its affiliates, officers, directors, employees, agents and each such director, officer, employee, affiliate, agent and controlling person for any and all expenses (including including, subject to Section 8(d), the reasonable fees and disbursements of a counsel chosen by the UnderwritersRepresentatives) as such expenses are reasonably incurred by such Underwriter Underwriter, or its affiliates, officers, directors, employees and agents or such director, officer, employee, affiliate, agent or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement state ment or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by any Underwriter the Representatives expressly for use in the Registration Statement, any Additional Communication, any Issuer Free Writing Prospectus, the any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 9(c) hereof. The indemnity agreement set forth in this Section 9(a8(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriter, its respective directors, officers, officers and employees, affiliates and agents, and each person, if any, who controls any Underwriter within the meaning of the Securities Act and the Exchange Act, Act against any loss, claim, damage, liability or expense, as incurred, to which such Underwriter or such director, officer, employee, affiliate, agent 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 Company), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430A under the Securities Act, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any Additional Communicationpreliminary prospectus, the Time of Sale Prospectus, any Issuer Free Writing Prospectusfree writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) of the Preliminary Prospectus Securities Act 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; and to reimburse each Underwriter and each such director, officer, employee, affiliate, agent and controlling person for any and all expenses (including the reasonable fees and disbursements of a one counsel chosen by the UnderwritersJRCO) as such expenses are reasonably incurred by such Underwriter or such director, officer, employee, affiliate, agent or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by any Underwriter the Representative expressly for use in the Registration Statement, any Additional Communication, any Issuer Free Writing Prospectus, the Preliminary Prospectus preliminary prospectus or the Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by any Underwriter the Representative to the Company consists of the information described as such in Section 9(csubsection (c) hereofbelow. The indemnity agreement set forth in this Section 9(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriter, its respective directors, officers, employees, affiliates employees and agents, and each person, if any, who controls any Underwriter within the meaning of the Securities Act and the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which such Underwriter or such director, officer, employee, affiliate, agent 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 Company), 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) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430A or Rule 434 under the Securities Act, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any Additional Communication, any Issuer Free Writing Prospectus, the Preliminary Prospectus preliminary prospectus or the Prospectus (or any amendment or supplement thereto) ), or any prospectus wrapper material distributed in Canada or any other foreign jurisdiction, 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; and to reimburse each Underwriter Underwriter, its officers, directors, employees, agents and each such director, officer, employee, affiliate, agent and controlling person for any and all expenses (including the reasonable fees and disbursements of a counsel chosen by the UnderwritersBAS) as such expenses are reasonably incurred by such Underwriter Underwriter, or its officers, directors, employees and agents or such director, officer, employee, affiliate, agent or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by any Underwriter the Representatives expressly for use in the Registration Statement, any Additional Communication, any Issuer Free Writing Prospectus, the Preliminary Prospectus preliminary prospectus or the Prospectus (or any amendment or supplement thereto); and provided, it being understood and agreed further, that with respect to any preliminary prospectus, the only such information furnished by foregoing indemnity agreement shall not inure to the benefit of any Underwriter consists from whom the person asserting any loss, claim, damage, liability or expense purchased Shares, if copies of the information described Prospectus were timely delivered to the Underwriter pursuant to Section 2 and a copy of the Prospectus (as such in Section 9(c) hereof. The indemnity agreement set forth in this Section 9(a) shall be in addition to any liabilities that then amended or supplemented if the Company may otherwise haveshall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of such Underwriter to such person, if required by law so to have been delivered, at or prior to the written confirmation of the sale of the Shares to such person, and if the Prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage, liability or expense.

Indemnification of the Underwriters by the Company. The Company agrees to indemnify indemnify, defend and hold harmless each Underwriter, its respective directors, officers, officers and employees, affiliates and agents, and each person, if any, who controls any such Underwriter within the meaning of the Securities Act and the Exchange Act, Act against any loss, claim, damage, liability or expense, as incurred, to which such Underwriter or such director, officer, employee, affiliate, agent 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 regulation (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), 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) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430C or Rule 497 under the Securities Act, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any Additional Communication, any Issuer Free Writing Prospectus, the Preliminary Prospectus Disclosure Package 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; or (iii) any untrue statement or alleged untrue statement made by the Company in Section 1 hereof; and to reimburse each such Underwriter and each such director, officer, employee, affiliate, agent and controlling person for any and all expenses (including including, subject to the reasonable provisions of Section 8(d), the fees and disbursements of a counsel chosen by the Underwriterssuch Underwriter) as such expenses are reasonably incurred by such Underwriter or such director, officer, employee, affiliate, agent or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, howeverfurther, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by any such Underwriter expressly for use in the Registration Statement, any Additional Communication, any Issuer Free Writing Prospectus, the Preliminary Prospectus Disclosure Package or the Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by any each Underwriter to the Company consists of the information described as such in Section 9(csubsection (b) hereofbelow. The indemnity agreement set forth in this Section 9(a8(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriter, its respective directors, officers, employees, affiliates employees and agents, affiliates and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act, Act against any loss, claim, damage, liability or expense, as incurred, to which such Underwriter or such director, officer, employee, affiliate, agent 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 Company), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430A, Rule 430B or Rule 430C under the Securities Act, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any Additional Communication, any Issuer Free Writing Prospectus, the Preliminary Prospectus any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) ), or any prospectus wrapper material distributed in Canada, 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; , and to reimburse each Underwriter Underwriter, its officers, directors, employees, agents and each such director, officer, employee, affiliate, agent and controlling person for any and all expenses (including the reasonable fees and disbursements of a counsel chosen by the UnderwritersRepresentative) as such expenses are reasonably incurred by such Underwriter Underwriter, or its officers, directors, employees and agents or such director, officer, employee, affiliate, agent or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by any Underwriter the Representative expressly for use in the Registration Statement, any Additional Communication, any Issuer Free Writing Prospectus, the Preliminary Prospectus any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 9(c) hereof. The indemnity agreement set forth in this Section 9(a8(a) shall be in addition to any liabilities that the Company may otherwise have.