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 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, 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 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 Selling Shareholder Information, and 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 such Underwriter through the Representatives expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure Package, 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 net proceeds (after deducting underwriting commissions and discounts and any applicable transfer taxes) actually received by such Selling Shareholder from the sale of the Offered ADSs pursuant to this Agreement.

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, 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 the first paragraph of (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any Selling Shareholder Information, and in each case except (i) insofar as such 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) 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 Representative expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure Package, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection (c) belowbelow or (ii) with respect to the Directed Share Program, insofar as such loss, claim, damage or liability is finally judicially determined to have resulted from the gross negligence or willful misconduct of the Underwriters with respect to the Directed Share Program. Each of the Selling Shareholders, severally and not jointly, also agrees to indemnify and hold harmless Xxx-Xxxx Xxxxxx Xxxxxxx Xxxxxxx Xxxxxx (USA) LLC, its affiliates, directors and officers and each person, if any, who controls Xxx-Xxxx Xxxxxx Xxxxxxx Xxxxxxx Xxxxxx (USA) LLC within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages and 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) as a result of Xxx-Xxxx Xxxxxx Xxxxxxx Xxxxxxx Xxxxxx (USA) LLC in its participation as a “qualified independent underwriter” within the meaning of NASD Rule 2720 of FINRA in connection with the offering of the Shares, except insofar as such loss, claim, damage or liability is finally judicially determined to have resulted from the gross negligence or willful misconduct of Xxx-Xxxx Xxxxxx Xxxxxxx Xxxxxxx Xxxxxx (USA) LLC in its participation as a “qualified independent underwriter”. Irrespective of the foregoing two paragraphs of this Section 9(b), 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 or any Pricing Disclosure Package; provided provided, however, that in no event case shall the indemnity provided by any Selling Shareholder under this Section 9 exceed be liable or responsible for any amount in excess of the net proceeds (after net of the underwriting discount but before deducting underwriting commissions and discounts and any applicable transfer taxesother expenses) actually received by such Selling Shareholder from the sale of the Offered ADSs Shares by such Selling Shareholder pursuant to this Agreementthe transactions contemplated hereby.

Indemnification of the Underwriters by the Selling Shareholders. Each In addition to the provisions of the Selling ShareholdersSection 9(a), severally (i) Cosan, in proportion to the number of ADSs Shares to be sold by such Selling Shareholder hereunder and not jointlyCosan 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 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 Selling Shareholder Information, and in each case except insofar as such losses, claims, damages or liabilities (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 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 any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure Packagetherein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection paragraph (c) below; provided provided, that, that in no event shall the indemnity provided by any Selling Shareholder under this Section 9 exceed the net proceeds (after deducting underwriting commissions and discounts and any applicable transfer taxes) actually received by such Selling Shareholder from the sale liability of the Offered ADSs Cosan pursuant to this Agreementsubsection (b) shall not exceed the product of the number of Shares sold by Cosan 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) CVC Fund VII, in proportion to the number of Shares to be sold by CVC Fund VII hereunder, agrees to indemnify and hold harmless each Underwriter, its affiliates, directors officers and employees 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 CVC Fund VII Information; provided, that, CVC Fund VII 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 CVC Fund VII Information provided by CVC Fund VII; and provided, further, that the liability of CVC Fund VII pursuant to this subsection (b) shall not exceed the product of the number of Shares sold by CVC Fund VII, including any Option Shares, and the price per Share referenced in Section 2 hereof as set forth in the Prospectus.

Indemnification of the Underwriters by the Selling Shareholders. Each of the Selling ShareholdersShareholders severally, severally in proportion to the number of ADSs to be sold by such Selling Shareholder hereunder and not jointly, 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) aboveAct, but only with respect to from and against any and all losses, claims, damages and liabilities (including, without limitation, the legal fees and other reasonable out-of-pocket expenses incurred in connection with any suit, action or liabilities proceeding or any claim asserted, as such fees and expenses are in- curred), joint or several, that arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus (or any amendment or supplement thereto) or any Preliminary Prospectus, or caused by any omission or alleged untrue statement omission to state therein a material fact required to be stated therein or omission made necessary to make the statements therein, in reliance upon and in conformity with any Selling Shareholder Informationthe light of the circumstances under which they were made, and in each case not misleading, 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 such Underwriter through the Representatives expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure Packagetherein, 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 . Notwithstanding anything herein to the contrary, (i) the indemnity provided by any Selling Shareholder under this Section 9 hereunder shall apply only to written information furnished to the Company by such Selling Shareholder specifically for inclusion in the Registration Statement or the Prospectus and (ii) the aggregate liability of any Selling Shareholder hereunder shall not exceed the net proceeds (after deducting underwriting commissions and discounts and any applicable transfer taxes) actually received by such Selling Shareholder from the sale of Shares hereunder; provided, that with respect to any such untrue statement in or omission from any Preliminary Prospectus, the Offered ADSs pursuant indemnity agreement contained in this paragraph (b) shall not inure to this Agreementthe benefit of any Underwriter to the extent that the sale to the person asserting of any such loss, claim, damage or liability was an initial resale by such Underwriter and any such loss, claim, damage or liability of or with respect to such Underwriter 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(b) hereof. Each of the Underwriters acknowledges that (x) the name and address of the Selling Shareholders in the Prospectus, (y) the number of shares of Stock being offered by the Selling Shareholders in the Prospectus and (z) the information relating to the Selling Shareholders appearing on page [ ] of the Prospectus constitute the only information furnished to the Company by the Selling Shareholders specifically for inclusion in the Registration Statement or the Prospectus.