Common use of Indemnification of the Underwriters by the Selling Shareholders Clause in Contracts

Indemnification of the Underwriters by the Selling Shareholders. Each of the Selling Shareholders, severally and not jointly, agrees to indemnify and hold harmless each Underwriter, its affiliates, employees, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any such losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information furnished to the Company in writing by or on behalf of such Selling Shareholder expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any Marketing Materials or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), it being understood and agreed that the only such information furnished by or on behalf of such Selling Shareholder consists of such Selling Stockholder’s Selling Shareholders Information. The Selling Shareholder shall not be liable under the indemnity agreement contained in this paragraph and the contribution provisions of this Section 9 in excess of an amount equal to the aggregate net proceeds (after deducting underwriting commissions and discounts, but before deducting expenses) applicable to the Shares sold by the Selling Shareholder pursuant to this Agreement (the “Selling Shareholders Proceeds”).

Indemnification of the Underwriters by the Selling Shareholders. Each of the Selling ShareholdersShareholder, severally and not jointly, agrees to indemnify and hold harmless each Underwriter, its affiliatesdirectors, officers and employees, directors and officers its selling agent and each person, if any, who controls such any Underwriter within the meaning of Section 15 of the Securities 1933 Act and the 1934 Act against any loss, claim, damage, liability or expense, as incurred, to which such Underwriter, director, officer, employee, selling agent or controlling person may become subject, under the 1933 Act, the 1934 Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any such losses, claims, damages other federal or liabilities that arise out ofstate statutory law or regulation, or are at common law or otherwise (including in settlement of any litigation), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon, upon any untrue statement or alleged untrue statement of a material fact contained in any part of the Registration Statement, the Prospectus, or any Issuer Free Writing Prospectus, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and to reimburse each Underwriter and each such director, officer, employee, selling agent or controlling person for any and all expenses (including the reasonable fees and disbursements of counsel chosen by the Representatives) as such expenses are reasonably incurred by such Underwriter or such director, officer, employee, selling 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 such Selling Shareholder will only be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in or omission made or alleged omission from any of such documents in reliance upon and in conformity with any written information furnished to the Company in writing by or on behalf of such Selling Shareholder expressly specifically for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any Marketing Materials or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended)therein, it being understood and agreed that the only such information consists of the following information in the General Disclosure Package and the Prospectus furnished by or on behalf of such Selling Shareholder consists of Shareholder: the statements relating to such Selling Stockholder’s Shareholder in the table and accompanying footnotes under the caption “Selling Shareholders Information. The Stockholders”; provided further, however, that the liability under this subsection of each Selling Shareholder shall not be liable under the indemnity agreement contained in this paragraph and the contribution provisions of this Section 9 in excess of limited to an amount equal to the aggregate net gross proceeds (after deducting underwriting commissions and discounts, but before deducting expenses) applicable to , received by such Selling Shareholder from the Shares sale of the Securities sold by the such Selling Shareholder pursuant to this Agreement (the “Selling Shareholders Proceeds”)hereunder.

Indemnification of the Underwriters by the Selling Shareholders. Each of the Selling Shareholders, Shareholders severally and not jointly, jointly in proportion to the number of Shares to be sold by such Selling Shareholder hereunder agrees to indemnify and hold harmless each Underwriter, its affiliates, employees, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but provided that each Selling Shareholder shall be liable only with respect to any the extent that such losses, claims, damages untrue statement or liabilities that arise out of, or are based upon, any alleged untrue statement or omission or alleged untrue statement or omission has been made in reliance upon and in conformity with any information relating to such Selling Shareholder furnished to the Company in writing by or on behalf of such Selling Shareholder expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any Marketing Materials Prospectus or any the Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended)Package, it being understood and agreed that the only such information furnished by or on behalf consists of only of the name of such Selling Shareholder consists Shareholder, the number of Shares to be sold by such Selling Stockholder’s Selling Shareholders Information. The Shareholder and the address and other information with respect to such Selling Shareholder shall not be liable (excluding percentages) which appear in the Registration Statement, the Prospectus and the Pricing Disclosure Package in the table (and corresponding footnotes) under the indemnity agreement contained in this paragraph and the contribution provisions of this Section 9 in excess of an amount equal to the aggregate net proceeds (after deducting underwriting commissions and discounts, but before deducting expenses) applicable to the Shares sold by the Selling Shareholder pursuant to this Agreement (the caption “Selling Shareholders ProceedsShareholders.”).

Indemnification of the Underwriters by the Selling Shareholders. Each of the Selling Shareholders, Shareholders severally and not jointly, jointly in proportion to the number of Shares to be sold by such Selling Shareholder hereunder agrees to indemnify and hold harmless each Underwriter, its affiliates, employees, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any such losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with such Selling Shareholder’s Selling Shareholder Information, in each case except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to any Underwriter furnished to the Company in writing by or on behalf of such Selling Shareholder Underwriter through the Representatives expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing ProspectusWritten Testing the Waters Communication, any Marketing Materials or any the Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended)Package, it being understood and agreed that the only such information furnished by or on behalf any Underwriter consists of the information described as such in subsection (c) below. Notwithstanding the foregoing provisions, the liability of any Selling Shareholder consists of such Selling Stockholder’s Selling Shareholders Information. The Selling Shareholder pursuant to this subsection (b) shall not be liable under limited in the indemnity agreement contained in this paragraph and the contribution provisions of this Section 9 in excess of aggregate to an amount equal to the aggregate net gross proceeds (after deducting less underwriting discounts and commissions and discounts, but before deducting expenses) applicable to of the Shares sold by the such Selling Shareholder pursuant to under this Agreement (the “Selling Shareholders Proceeds”)Agreement.

Indemnification of the Underwriters by the Selling Shareholders. Each (i) In addition to the provisions of Section 9(a), if the Company fails, for whatever reason, to comply with its indemnity obligations set forth in Section 9(a) within a period of 30 days from the date the Company receives notice from any Underwriter of the occurrence of an event or circumstance that gives rise to indemnity pursuant to the provisions of Section 9(a) (or thereafter fails to so comply), then each of the Group 1 Selling Shareholders, Shareholders severally and not jointly, solely with respect to itself, in proportion to the number of Shares to be sold by such Group 1 Selling Shareholder hereunder agrees to indemnify and hold harmless each Underwriter, its affiliates, employees, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any in each case except insofar as such losses, claims, damages or liabilities that (including reasonable and documented legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred) arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information other than the information relating to any Underwriter furnished to the Company in writing by or on behalf of such Selling Shareholder Underwriter through the Representatives expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any Marketing Materials or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended)therein, it being understood and agreed that the only such information furnished by or on behalf any Underwriter consists of the information described as such in paragraph (c) below; provided, that, that the liability of such Selling Shareholder consists of such Selling Stockholder’s Selling Shareholders Information. The Selling Shareholder shall not be liable under the indemnity agreement contained in this paragraph and the contribution provisions of this Section 9 in excess of an amount equal to the aggregate net proceeds (after deducting underwriting commissions and discounts, but before deducting expenses) applicable to the Shares sold by the Group 1 Selling Shareholder pursuant to this Agreement subsection (b) shall not exceed the product of the number of Shares sold by such Selling Shareholder including any Option Shares and the price per Share referenced in Section 2 hereof as set forth in the Prospectus, before deducting any expenses; and (ii) the Group 2 Selling Shareholder, solely with respect to itself, in proportion to the number of Shares to be sold by the Group 2 Selling Shareholder hereunder, agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above but only with respect to any losses, claims, damages or liabilities (including, without limitation, legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred) that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with the Group 2 Selling Shareholder Information; provided, that, the Group 2 Selling Shareholder will be liable in any such case to the extent, and only to the extent, that any such losses, claims, damages or liabilities arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission in reliance upon and in conformity with the Group 2 Selling Shareholder Information provided by the Group 2 Selling Shareholder; it being understood and agreed that the Group 2 Selling Shareholder Information with respect to the Group 2 Selling Shareholder only includes the information relating to the Group 2 Selling Shareholder under the caption “Principal and Selling Shareholders Proceeds”)Shareholders” in the Registration Statement, the Pricing Disclosure Package, Preliminary Prospectus, the Prospectus or any amendment or supplement thereto and provided, further, that the liability of the Group 2 Selling Shareholder pursuant to this subsection (b) shall not exceed the product of the number of Shares sold by such Selling Shareholder including any Option Shares and the price per Share referenced in Section 2 hereof as set forth in the Prospectus, for the avoidance of doubt, before deducting any expenses.

Indemnification of the Underwriters by the Selling Shareholders. Each of the Selling ShareholdersShareholder, severally and not jointly, agrees to indemnify and hold harmless each Underwriter, its affiliates, employees, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, provided, however, that a Selling Shareholder will only be liable in any case to the extent, but only with respect to the extent, that any such lossesloss, claimsclaim, damages damage or liabilities that arise liability arises out of, or are is based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information furnished to the Company in writing by or on behalf of such Selling Shareholder expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any Marketing Materials Prospectus or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended)Package, it being understood and agreed that the only such information furnished by or on behalf each Selling Shareholder consists only of the statements contained with respect to such Selling Shareholder consists of such under the caption “Selling Stockholder’s Selling Shareholders Information. The Shareholders”; provided, however, that in no case shall any Selling Shareholder shall not be liable under the indemnity agreement contained in this paragraph and the contribution provisions of this Section 9 or responsible for any amount in excess of an amount equal to the aggregate net gross proceeds (after deducting underwriting commissions discounts and discountscommissions, but before deducting expenses) applicable to received by such Selling Shareholder from the sale of Shares sold by the such Selling Shareholder pursuant to this Agreement (the “Selling Shareholders Proceeds”)transactions contemplated hereby.

Indemnification of the Underwriters by the Selling Shareholders. Each of the Selling Shareholders, Shareholders severally and not jointly, jointly in proportion to the number of Shares to be sold by such Selling Shareholder hereunder agrees to indemnify and hold harmless each Underwriter, its affiliates, employees, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any such losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with such Selling Shareholder’s Selling Shareholder Information, in each case except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to any Underwriter furnished to the Company in writing by or on behalf of such Selling Shareholder Underwriter through the Representative expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing ProspectusWritten Testing the Waters Communication, any Marketing Materials or any the Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended)Package, it being understood and agreed that the only such information furnished by or on behalf any Underwriter consists of the information described as such in subsection (c) below. Notwithstanding the foregoing provisions, the liability of any Selling Shareholder consists of such Selling Stockholder’s Selling Shareholders Information. The Selling Shareholder pursuant to this subsection (b) shall not be liable under limited in the indemnity agreement contained in this paragraph and the contribution provisions of this Section 9 in excess of aggregate to an amount equal to the aggregate net gross proceeds (after deducting less underwriting discounts and commissions and discounts, but before deducting expenses) applicable to of the Shares sold by the such Selling Shareholder pursuant to under this Agreement (the “Selling Shareholders Proceeds”)Agreement.

Indemnification of the Underwriters by the Selling Shareholders. Each (i) In addition to the provisions of Section 9(a), if the Company fails, for whatever reason, to comply with its indemnity obligations set forth in Section 9(a) within a period of 30 days from the date the Company receives notice from any Underwriter of the occurrence of an event or circumstance that gives rise to indemnity pursuant to the provisions of Section 9(a) (or thereafter fails to so comply), then each of the Group 1 Selling Shareholders, Shareholders severally and not jointly, solely with respect to itself, in proportion to the number of Shares to be sold by such Group 1 Selling Shareholder hereunder agrees to indemnify and hold harmless each Underwriter, its affiliates, employees, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any in each case except insofar as such losses, claims, damages or liabilities that (including reasonable and documented legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred) arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information other than the information relating to any Underwriter furnished to the Company in writing by or on behalf of such Selling Shareholder Underwriter through the Representatives expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any Marketing Materials or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended)therein, it being understood and agreed that the only such information furnished by or on behalf any Underwriter consists of the information described as such in paragraph (c) below; provided, that, that the liability of such Selling Shareholder consists of such Selling Stockholder’s Selling Shareholders Information. The Selling Shareholder shall not be liable under the indemnity agreement contained in this paragraph and the contribution provisions of this Section 9 in excess of an amount equal to the aggregate net proceeds (after deducting underwriting commissions and discounts, but before deducting expenses) applicable to the Shares sold by the Group 1 Selling Shareholder pursuant to this Agreement subsection (b) shall not exceed the “product of the number of Shares sold by such Selling Shareholder including any Option Shares and the price per Share referenced in Section 2 hereof as set forth in the Prospectus, before deducting any expenses; and (ii) each of the Group 2 Selling Shareholders Proceeds”)severally and not jointly, solely with respect to itself, in proportion to the number of Shares to be sold by such Group 2 Selling Shareholder hereunder agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above but only with respect to any losses, claims, damages or liabilities (including, without limitation, legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred) that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with the Group 2 Selling Shareholder Information; provided, that, each Group 2 Selling Shareholder will be liable in any such case to the extent, and only to the extent, that any such losses, claims, damages or liabilities arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission in reliance upon and in conformity with Group 2 Selling Shareholder Information provided by such Group 2 Selling Shareholder; it being understood and agreed that the Group 2 Selling Shareholder Information with respect to such Group 2 Selling Shareholder only includes the information relating to such Group 2 Selling Shareholder under the caption “Principal and Selling Shareholders” in the Registration Statement, the Pricing Disclosure Package, Preliminary Prospectus, the Prospectus or any amendment or supplement thereto and provided, further, that the liability of such Group 2 Selling Shareholder pursuant to this subsection (b) shall not exceed the product of the number of Shares sold by such Selling Shareholder including any Option Shares and the price per Share referenced in Section 2 hereof as set forth in the Prospectus, for the avoidance of doubt, before deducting any expenses.

Indemnification of the Underwriters by the Selling Shareholders. Each of the Selling Shareholders, Shareholders severally and not jointly, jointly in proportion to the number of Offered Shares to be sold by such Selling Shareholder hereunder agrees to indemnify and hold harmless each Underwriter, its affiliates, employees, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any in each case except insofar as such losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, the Prospectus (or on behalf any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Applicable Time Information, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection (c) below. Irrespective of the foregoing, a Selling Shareholder will only be liable in any case to the extent, but only to the extent, that any such loss, claim, damage or liability arises out of, or is based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with information furnished to the Company in writing by such Selling Shareholder expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any Marketing Materials Prospectus or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended)Package, it being understood and agreed that the only such information furnished by or on behalf of such each Selling Shareholder consists of the statements contained with respect to such Selling Stockholder’s Selling Shareholders Information. The Selling Shareholder shall not be liable under the indemnity agreement contained in this paragraph caption “Principal and the contribution provisions of this Section 9 in excess of an amount equal to the aggregate net proceeds (after deducting underwriting commissions and discounts, but before deducting expenses) applicable to the Shares sold by the Selling Shareholder pursuant to this Agreement (the “Selling Shareholders ProceedsShareholders”).

Indemnification of the Underwriters by the Selling Shareholders. Each The Selling Shareholders severally in proportion to the number of the Shares to be sold by such Selling ShareholdersShareholders hereunder, severally and not jointly, agrees agree to indemnify and hold harmless each Underwriter, its affiliates, employees, directors and officers Underwriter and each person, if any, who controls such any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act to the same extent as 1934 Act, against any and all loss, liability, claim, damage and expense described in the indemnity set forth contained in paragraph subsection (aa)(1) aboveof this Section, as incurred, but only with respect reference to information furnished in writing by or on behalf of such Selling Shareholder expressly for use in the Registration Statement (or any amendment thereto), any preliminary prospectus or the Prospectus (or any amendment or supplement thereto). Notwithstanding the foregoing and any provisions in Section 6(a), the aggregate liability of any such Selling Shareholder pursuant to this Section 6(b) shall be limited to the net proceeds received by such Selling Shareholder from the Securities purchased by the Underwriters from such Selling Shareholder pursuant to this Agreement; PROVIDED, HOWEVER, that this indemnity agreement shall not apply to any such lossesloss, claimsliability, damages claim, damage or liabilities that arise expense to the extent arising out of, or are based upon, of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any written information furnished to the Company in writing by or on behalf of such Selling Shareholder any Underwriter through the Representatives expressly for use in the Registration Statement, the Prospectus Statement (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any Marketing Materials or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), it being understood and agreed that the only such information furnished by or on behalf of such Selling Shareholder consists of such Selling Stockholder’s Selling Shareholders Information. The Selling Shareholder shall not be liable under the indemnity agreement contained in this paragraph and the contribution provisions of this Section 9 in excess of an amount equal to the aggregate net proceeds (after deducting underwriting commissions and discounts, but before deducting expenses) applicable to the Shares sold by the Selling Shareholder pursuant to this Agreement (the “Selling Shareholders Proceeds”).

Indemnification of the Underwriters by the Selling Shareholders. Each of the Selling ShareholdersShareholders severally, severally and not jointly, in proportion to the number of Shares to be sold by such Selling Shareholder hereunder agrees to indemnify and hold harmless each Underwriter, its affiliates, employees, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act, to the same extent as the indemnity set forth in paragraph (a) above, but provided that such Selling Shareholder shall be liable only with respect to any the extent that such losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information furnished to the Company in writing by or on behalf of such that constitutes Selling Shareholder Information expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus, any Issuer Free Writing Prospectus, any Marketing Materials Written Testing-the-Waters Communication or any the Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended)Package; provided, it being understood and agreed further, that the only such information furnished by or on behalf liability under this Section 9(b) and Section 9(e) of such Selling Shareholder consists of such Selling Stockholder’s Selling Shareholders Information. The a Selling Shareholder shall not be liable under the indemnity agreement contained in this paragraph and the contribution provisions of this Section 9 in excess of limited to an amount equal to the aggregate net gross proceeds (after deducting underwriting commissions and discounts, but before deducting expenses) applicable , to such Selling Shareholder from the sale of Shares sold by the such Selling Shareholder pursuant to this Agreement (the “Selling Shareholders Proceeds”)hereunder.

Indemnification of the Underwriters by the Selling Shareholders. Each of the Selling Shareholders, severally in proportion to the number of ADSs to be sold by such Selling Shareholder hereunder and not jointly, agrees to indemnify and hold harmless each Underwriter, its affiliates, employees, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only in each case except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with respect any information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representative expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Applicable Time Information, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection (c) below; provided that in no event shall the indemnity provided by any Selling Shareholder under this Section 9 exceed the gross proceeds received by such Selling Shareholder from the sale of the Offered ADSs pursuant to this Agreement; provided further that Google’s indemnification obligations under this paragraph shall relate only to losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information furnished to the Company in writing by or on behalf of such Selling Shareholder expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any Marketing Materials or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), it being understood and agreed that the only such information furnished by or on behalf of such Selling Shareholder consists of such Selling Stockholder’s Selling Shareholders Google Information. The Selling Shareholder shall not be liable under the indemnity agreement contained in this paragraph and the contribution provisions of this Section 9 in excess of an amount equal to the aggregate net proceeds (after deducting underwriting commissions and discounts, but before deducting expenses) applicable to the Shares sold by the Selling Shareholder pursuant to this Agreement (the “Selling Shareholders Proceeds”).

Indemnification of the Underwriters by the Selling Shareholders. Each of the Selling ShareholdersShareholder, severally and not jointly, agrees to indemnify and hold harmless each Underwriter, its affiliates, employees, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, provided, however, that a Selling Shareholder will only be liable in any case to the extent, but only with respect to the extent, that any such lossesloss, claimsclaim, damages damage or liabilities that arise liability arises out of, or are is based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information furnished to the Company in writing by or on behalf of such Selling Shareholder expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any Marketing Materials Prospectus or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended)Package, it being understood and agreed that the only such information furnished by or on behalf each Selling Shareholder consists only of the statements contained with respect to such Selling Shareholder consists of such under the caption “Principal and Selling Stockholder’s Selling Shareholders Information. The Shareholders”; provided, however, that in no case shall any Selling Shareholder shall not be liable under the indemnity agreement contained in this paragraph and the contribution provisions of this Section 9 or responsible for any amount in excess of an amount equal to the aggregate net gross proceeds (after deducting underwriting commissions discounts and discountscommissions, but before deducting expenses) applicable to received by such Selling Shareholder from the sale of Shares sold by the such Selling Shareholder pursuant to this Agreement (the “Selling Shareholders Proceeds”)transactions contemplated hereby.

Indemnification of the Underwriters by the Selling Shareholders. Each of the Selling Shareholders, Shareholders severally and not jointly, in proportion to the number of Shares to be sold by such Selling Shareholder hereunder agrees to indemnify and hold harmless each Underwriter, its affiliates, employees, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any in each case except insofar as such losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to any Underwriter furnished to the Company in writing by or on behalf of such Selling Shareholder Underwriter through the Representatives expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus, any Issuer Free Writing ProspectusProspectus , any Marketing Materials Written Testing-the-Waters Communication or any the Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended)Package, it being understood and agreed that the only such information furnished by or on behalf of such Selling Shareholder consists of such Selling Stockholder’s Selling Shareholders Information. The the Selling Shareholder Information; provided that the Selling Shareholders’ agreement to indemnify and hold harmless hereunder shall not be liable under only apply insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with the indemnity agreement contained in this paragraph Selling Shareholder Information and (ii) the contribution provisions liability of this Section 9 in excess of an amount equal to the aggregate net proceeds (after deducting underwriting commissions and discounts, but before deducting expenses) applicable to the Shares sold by the Selling Shareholder pursuant to this Agreement Section 11(b) shall be limited in the aggregate to an amount equal to the proceeds received after underwriting commissions and discounts but before expenses by the Selling Shareholders from the sale of its Shares (the “Selling Shareholders Shareholder Proceeds”).

Indemnification of the Underwriters by the Selling Shareholders. Each of the Selling Shareholders, Shareholders severally and not jointly, in proportion to the number of Offered Securities to be sold by such Selling Shareholder hereunder agrees to indemnify and hold harmless each Underwriter, its affiliates, employees, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but provided that each Selling Shareholder shall be liable only with respect to any the extent that such losses, claims, damages damages, liabilities or liabilities that actions arise out of, of or are based upon, any upon an untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information furnished in writing to the Company in writing by or on behalf of such Selling Shareholder expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any Marketing Materials or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended)such documents, it being understood and agreed that the only such information furnished by or on behalf of such the Selling Shareholder Shareholders consists of such Selling Stockholder’s the statements relating to the Selling Shareholders Informationin the section under the heading “Principal and Selling Shareholders” in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The Selling Shareholder shall not be liable liability under the indemnity agreement contained in this paragraph and (b) of each of the contribution provisions of this Section 9 in excess of Selling Shareholders shall be limited to an amount equal to the aggregate net proceeds (after deducting underwriting commissions and discounts, but before deducting expenses) applicable to such Selling Shareholder from the Shares sale of the Offered Securities sold by the such Selling Shareholder pursuant to this Agreement (the “hereunder without deducting for any expenses paid by such Selling Shareholders Proceeds”)Shareholder.

Indemnification of the Underwriters by the Selling Shareholders. Each of the Selling Shareholders, Shareholders severally and not jointly, in proportion to the number of Shares to be sold by such Selling Shareholder hereunder agrees to indemnify and hold harmless each Underwriter, its affiliates, employees, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any such losses, claims, damages or liabilities (including, without limitation, reasonable legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred) that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission of a material fact made in reliance upon and in conformity with any information the Selling Shareholder Information furnished to the Company in writing by or on behalf of such Selling Shareholder expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any Marketing Materials Written Testing-the-Waters Communication, or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended)Applicable Time Information, it being understood and agreed that the only such information furnished by or on behalf of such Selling Shareholder consists of such the Selling Stockholder’s Selling Shareholders Shareholder Information. The Notwithstanding the foregoing provisions, the liability of any Selling Shareholder pursuant to this subsection (b) shall not be liable under limited in the indemnity agreement contained in this paragraph and the contribution provisions of this Section 9 in excess of aggregate to an amount equal to the aggregate net proceeds Purchase Price (after deducting less underwriting commissions discounts and discounts, but before deducting expensescommissions) applicable to of the Shares sold by the such Selling Shareholder pursuant to under this Agreement (the “Selling Shareholders Shareholder Net Proceeds”).

Indemnification of the Underwriters by the Selling Shareholders. Each of the Selling Shareholders, Shareholders severally and not jointly, in proportion to the number of Shares to be sold by such Selling Stockholder hereunder agrees to indemnify and hold harmless each Underwriter, its affiliates, employees, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any in each case (i) except insofar as such losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to any Underwriter furnished to the Company in writing by or on behalf of such Selling Shareholder Underwriter through the Representative expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus, any Issuer Free Writing Prospectus, any Marketing Materials Prospectus or any the Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended)Package, it being understood and agreed that the only such information furnished by or on behalf of such Selling Shareholder any Underwriter consists of the information described as such in subsection (c) below and (ii) only to the extent such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with the Selling Stockholder’s Selling Shareholders Stockholder Information. The liability of each Selling Shareholder shall not be liable Stockholder under the indemnity agreement contained in this paragraph and the contribution provisions of this Section 9 in excess of shall be limited to an amount equal to the aggregate net proceeds Purchase Price (after deducting less underwriting discounts and commissions and discounts, but before deducting expenses) applicable to of the Shares Securities sold by the such Selling Shareholder pursuant to Stockholder under this Agreement (with respect to each Selling Stockholder, the “Selling Shareholders Stockholder Proceeds”).

Indemnification of the Underwriters by the Selling Shareholders. Each of the Selling Shareholders, severally in proportion to the number of ADSs to be sold by such Selling Shareholder hereunder and not jointly, agrees to indemnify and hold harmless each Underwriter, its affiliates, employees, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above; provided, but however, that (i) each Selling Shareholder’s agreement to indemnify and hold harmless hereunder shall only with respect to any apply insofar as such losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Selling Shareholder furnished to the Company in writing by or on behalf of such Selling Shareholder expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any Marketing Materials Prospectus or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), it being understood and agreed that (ii) the only such information furnished aggregate amount of each Selling Shareholder’s liability pursuant to this Section 9(b) shall not exceed the aggregate amount of net proceeds received by or on behalf of such Selling Shareholder consists from the sale of such Selling Stockholder’s Selling Shareholders Information. The Selling Shareholder shall not be liable under the indemnity agreement contained in this paragraph and the contribution provisions of this Section 9 in excess of an amount equal to the aggregate net proceeds (after deducting underwriting commissions and discounts, but before deducting expenses) applicable to the its Shares sold by the Selling Shareholder pursuant to this Agreement (the “Selling Shareholders Proceeds”)hereunder.

Indemnification of the Underwriters by the Selling Shareholders. Each of the Selling Shareholders, Shareholders severally and not jointly, in proportion to the number of Shares to be sold by such Selling Shareholder hereunder agrees to indemnify and hold harmless each Underwriter, its affiliates, employees, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any in each case except insofar as such losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to any Underwriter furnished to the Company in writing by or on behalf of such Selling Shareholder Underwriter through the Representatives expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus, any Issuer Free Writing Prospectus, any Marketing Materials Prospectus or any the Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended)Package, it being understood and agreed that the only such information furnished by or on behalf of such Selling Shareholder consists of such Selling Stockholder’s Selling Shareholders Information. The the Selling Shareholder Information; provided that the Selling Shareholders’ agreement to indemnify and hold harmless hereunder shall not be liable under only apply insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with the indemnity agreement contained in this paragraph Selling Shareholder Information and (ii) the contribution provisions liability of this Section 9 in excess of an amount equal to the aggregate net proceeds (after deducting underwriting commissions and discounts, but before deducting expenses) applicable to the Shares sold by the Selling Shareholder pursuant to this Agreement Section 11(b) shall be limited in the aggregate to an amount equal to the proceeds received after underwriting commissions and discounts but before expenses by the Selling Shareholders from the sale of its Shares (the “Selling Shareholders Shareholder Proceeds”).

Indemnification of the Underwriters by the Selling Shareholders. Each of the Selling Shareholders, Shareholders severally and not jointly, jointly in proportion to the number of Offered Shares to be sold by such Selling Shareholder hereunder agrees to indemnify and hold harmless each Underwriter, its affiliates, employees, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any in each case except insofar as such losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, the Prospectus (or on behalf any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Applicable Time Information, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection (c) below. Irrespective of the foregoing, a Selling Shareholder will only be liable in any case to the extent, but only to the extent, that any such loss, claim, damage or liability arises out of, or is based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with information furnished to the Company in writing by such Selling Shareholder expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any Marketing Materials Prospectus or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended)Package, it being understood and agreed that the only such information furnished by or on behalf of such each Selling Shareholder consists of the statements contained with respect to such Selling Stockholder’s Selling Shareholders Information. The Selling Shareholder shall not be liable under the indemnity agreement contained in this paragraph caption “Principal and the contribution provisions of this Section 9 in excess of an amount equal to the aggregate net proceeds (after deducting underwriting commissions and discounts, but before deducting expenses) applicable to the Shares sold by the Selling Shareholder pursuant to this Agreement (the “Selling Shareholders ProceedsShareholders.”).

Indemnification of the Underwriters by the Selling Shareholders. Each of the Selling ShareholdersShareholders severally in proportion to the number of Shares to be sold by such Selling Shareholder hereunder, severally and but not jointly, agrees to indemnify and hold harmless each Underwriter, its affiliates, employees, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but in each case only with respect to any insofar as such losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to any Selling Shareholder furnished to the Company in writing by or on behalf of such Selling Shareholder expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any Marketing Materials Written Testing-the-Waters Communication or any the Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended)Package, it being understood and agreed that the only such information furnished by or on behalf of such any Selling Shareholder consists of such Selling StockholderShareholder’s name and any information relating to such Selling Shareholders Information. The Shareholder’s holdings of Common Shares; provided, further, that the aggregate liability of each Selling Shareholder shall not be liable under the indemnity agreement and contribution agreements contained in this paragraph paragraphs (b) and (e) shall not exceed the contribution provisions of this Section 9 in excess of an amount equal to the aggregate net proceeds (after deducting net of underwriting commissions discounts and discountscommissions, but before deducting expenses) applicable to received by such Selling Shareholder from the sale of the Shares sold by the such Selling Shareholder pursuant to under this Agreement (the “Selling Shareholders Proceeds”)Agreement.