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

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders 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, 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 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 to state a material fact made in reliance upon and in conformity with any information furnished by such Selling Stockholder in writing to the Company relating to such Selling Stockholder expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto) or any Issuer Free Writing Prospectus, it being understood and agreed that for purposes of this Agreement, the only information so furnished by such Selling Stockholder consists of such Selling Stockholder’s Selling Stockholder Information; provided that the liability under this subsection of each Selling Stockholder shall be limited to an amount equal to the aggregate gross proceeds after underwriting commissions and discounts, but before deducting expenses, to such Selling Stockholder from the sale of Stock sold by such Selling Stockholder hereunder.

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders severally (and not jointly 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, 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 Stockholder’s agreement to indemnify and hold harmless hereunder shall only with respect to 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 to state a material fact made in reliance upon and in conformity with any information furnished by such Selling Stockholder in writing to the Company Company, relating to such Selling Stockholder expressly for use in the Pricing Disclosure Package, Registration Statement, the Prospectus (or any amendment or supplement thereto) or ), any Issuer Free Writing Prospectus, it being understood and agreed that for the purposes of this Agreement, the only information so furnished by such Selling Stockholder consists of such Selling Stockholder’s Selling Stockholder Information; provided that the liability under this subsection of each Selling Stockholder shall be limited to an amount equal to the aggregate gross proceeds after underwriting commissions and discounts, but before deducting expenses, to such Selling Stockholder from the sale of Stock sold by such Selling Stockholder hereunder.

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders 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, 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 Stockholder’s agreement to indemnify and hold harmless hereunder shall only with respect to 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 to state a material fact made in reliance upon and in conformity with any information furnished by such Selling Stockholder in writing to the Company Company, relating to such Selling Stockholder expressly for use in the Time of Sale Information, Registration Statement, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) or any Issuer Free Writing Prospectus), it being understood and agreed that for the purposes of this Agreementagreement, the only information so furnished by such Selling Stockholder consists of such Selling Stockholder’s Selling Stockholder Information; provided that the liability under this subsection of each Selling Stockholder shall be limited to an amount equal to the aggregate gross proceeds after underwriting commissions and discounts, but before deducting expenses, to such Selling Stockholder from the sale of Stock sold by such Selling Stockholder hereunder.

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders 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, 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 such 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 to state a material fact made in reliance upon and in conformity with any information furnished by such Selling Stockholder in writing to the Company relating to such Selling Stockholder expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto) or any Issuer Free Writing Prospectus, it being understood and agreed that for purposes of this Agreement, the only information so furnished by such Selling Stockholder consists of such Selling Stockholder’s Selling Stockholder Information; provided provided, further that the liability under of a Selling Stockholder pursuant to this subsection (b) shall not exceed the product of each Selling Stockholder shall be limited to an amount equal to the aggregate gross proceeds after underwriting commissions and discounts, but before deducting expenses, to such Selling Stockholder from the sale number of Stock Shares sold by such Selling Stockholder hereunderincluding any Option Shares and the offering price of the Shares (after deducting underwriting commissions and discounts) (the “Selling Stockholder Net Proceeds”) as set forth in the Prospectus.

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders Stockholder, severally and not jointly in proportion to the number of Shares to be sold by such Selling Stockholder hereunder jointly, agrees to indemnify and hold harmless each Underwriter, its affiliatesAffiliates, directors selling agents, directors, officers, members and officers employees, 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 1934 Act to the same extent as and in the indemnity manner set forth in paragraph clauses (aa)(i), (ii) and (iii) above; provided, but however, that each Selling Stockholder shall be liable only with respect to 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 to state a material fact has been made in reliance upon and in conformity with any information furnished by such Selling Stockholder in writing to the Company relating to such Selling Stockholder expressly for use in the Registration Statement, any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) or any Issuer Free Writing Prospectus, it being understood in reliance on and agreed that for purposes of this Agreement, in conformity with the only information so furnished by such Selling Stockholder consists of Information relating to such Selling Stockholder’s Selling Stockholder Information; provided provided, further, that the liability under this subsection of each Selling Stockholder shall be limited to an amount equal to the aggregate gross proceeds after any underwriting commissions and discounts, but before deducting expenses, to such Selling Stockholder from the sale of Stock Securities sold by such Selling Stockholder hereunder.

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders Stockholders, severally and not jointly in proportion to the number of Shares to be sold by such Selling Stockholder hereunder 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, in each case to the extent, but only with respect to 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 to state a material fact was made in reliance upon and in conformity with any information furnished to the Representatives by such or on behalf of the Selling Stockholder in writing to the Company relating to such Selling Stockholder expressly specifically for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto) or any Issuer Free Writing Prospectustherein, it being understood and agreed that for purposes of this Agreement, the only information so furnished by such Selling Stockholder consists solely of such Selling Stockholder’s the Selling Stockholder Information; provided that the . The liability under this subsection of each Selling Stockholder under the representations and warranties contained in this Agreement and under the indemnity and contribution agreements contained in this Section 9 shall be limited to an amount equal to the aggregate gross net proceeds after underwriting commissions and discounts, but before deducting expenses, to received by such Selling Stockholder from the sale of Stock Shares sold by such Selling Stockholder hereunderunder this Agreement.

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders 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, 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 against any and all loss, liability, claim, damage and expense described in the indemnity set forth contained in paragraph subsection (a) aboveof this Section, as incurred, but only with respect to such lossesuntrue statements or omissions, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement statements or omission to state a material fact omissions, made in reliance upon and in conformity with any information furnished by such Selling Stockholder in writing to the Company relating to such Selling Stockholder expressly for use in the Registration StatementStatement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) or any Issuer Free Writing Prospectus), it being understood in reliance upon and agreed that for purposes of this Agreement, in conformity with the only information so furnished by such Selling Stockholder consists of such Selling Stockholder’s Selling Stockholder Information; provided that the . The liability under this subsection of each Selling Stockholder pursuant to this Section 9(b) shall be limited to an amount equal to the aggregate gross net proceeds after underwriting commissions and discounts, but before deducting expenses, to such Selling Stockholder from the sale of Stock Shares sold by such Selling Stockholder hereunderhereunder (with respect to each Selling Stockholder, such amount being referred to herein as such Selling Stockholder’s “Net Proceeds”).

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders 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, 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 such Selling Stockholder shall only with respect be liable in any such case to the extent that any such lossesloss, claimsclaim, damages damage or liabilities that arise liability arises out of, of or are is based upon, any upon an untrue statement or alleged untrue statement or omission or alleged untrue statement or omission to state a material fact made in reliance upon and in conformity with any information furnished by such Selling Stockholder in writing to the Company relating to such Selling Stockholder expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto) or ), any Issuer Free Writing ProspectusProspectus , it being understood any Written Testing-the-Waters Communication or any Pricing Disclosure Package, in reliance upon and agreed in conformity with the information furnished by or on behalf of such Selling Stockholder as described in Section 4(e); provided, further, that for purposes the liability of such Selling Stockholder pursuant to this Agreement, paragraph (b) and the only information so furnished contribution by such Selling Stockholder consists of such Selling Stockholder’s Selling Stockholder Information; provided that under paragraph (e) below shall not exceed the liability under this subsection of each Selling Stockholder shall be limited to an amount equal to the aggregate gross net proceeds (after deducting underwriting commissions discounts and discountscommissions, but before without deducting expenses, to expenses of the Company or the Selling Stockholders) received by such Selling Stockholder from the sale of Stock the Shares sold by such Selling Stockholder hereunder.

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders Stockholders, severally (and not jointly jointly) in proportion to the number of Shares to be sold by such Selling Stockholder hereunder 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 and each of the other Selling Stockholders to the same extent as the indemnity set forth in paragraph (a) above, but provided that each Selling Stockholder’s agreement to indemnify and hold harmless hereunder shall only with respect to 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 to state a material fact made in reliance upon and in conformity with any information furnished by such Selling Stockholder in writing to the Company Company, relating to such Selling Stockholder expressly for use in the Registration Statement, the Pricing Disclosure Package and the Prospectus (or and any amendment or supplement thereto) or any Issuer Free Writing Prospectus, it being understood and agreed that for the purposes of this Agreementagreement, the only information so furnished by such Selling Stockholder consists of such Selling Stockholder’s Selling Stockholder Information; provided that the liability under this subsection of each Selling Stockholder shall be limited to an amount equal to the aggregate gross proceeds after underwriting commissions and discounts, but before deducting expenses, to such Selling Stockholder from the sale of Stock sold by such Selling Stockholder hereunder.

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders 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, 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 such Selling Stockholder shall only with respect be liable in any such case 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 to state a material fact made in reliance upon and in conformity with any information furnished by such Selling Stockholder in writing to the Company relating to such Selling Stockholder expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto) or any Issuer Free Writing Prospectus, it being understood and agreed that for purposes of this Agreement, the only information so furnished by such Selling Stockholder consists of such Selling Stockholder’s Selling Stockholder Information; provided that . Notwithstanding the foregoing provisions, the liability under of a Selling Stockholder pursuant to this subsection of each Selling Stockholder (b) shall be limited in the aggregate to an amount equal to the aggregate gross proceeds after Purchase Price (less underwriting discounts and commissions and discounts, but before deducting expenses, to such Selling Stockholder from ) of the sale of Stock Shares sold by such Selling Stockholder hereunderunder this Agreement (the “Selling Stockholder Proceeds”) less any amounts that such Selling Stockholder is obligated to pay under subsection (e) below.

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders 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, 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 Stockholder's agreement to indemnify and hold harmless hereunder shall only with respect to 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 to state a material fact made in reliance upon and in conformity with any information furnished by such Selling Stockholder in writing to the Company relating to by or on behalf of such Selling Stockholder expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto) or ), any Issuer Free Writing ProspectusProspectus or any Pricing Disclosure Package, it being understood and agreed that for purposes of this Agreement, the only such information so furnished by or on behalf of such Selling Stockholder consists of such Selling Stockholder’s 's Selling Stockholder Information; provided that the liability under this subsection of each . No Selling Stockholder shall be limited to liable under the indemnity agreement contained in this paragraph in excess of an amount equal to the aggregate gross net proceeds (after deducting underwriting commissions and discounts, discounts but before deducting expenses, ) applicable to such Selling Stockholder from the sale of Stock Shares sold by such Selling Stockholder hereunderpursuant to this Agreement.

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders 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, 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 (aSection 9(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 to state a material fact made in reliance upon and in conformity with any information furnished by such Selling Stockholder in writing to the Company relating to such Selling Stockholder expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto) or ), any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication, any road show or any Pricing Disclosure Package, it being understood and agreed that for purposes of this Agreement, the only such information so furnished by such Selling Stockholder consists of such Selling Stockholder’s Selling Stockholder Information; provided that the liability under this subsection . The aggregate amount of each Selling Stockholder Stockholder’s liability pursuant to this Section 9(b) shall be limited to an amount equal to not exceed the aggregate gross amount of proceeds received after underwriting commissions and discounts, discounts but before deducting expenses, to expenses by such Selling Stockholder from the sale of Stock sold by such Selling Stockholder its Shares hereunder.

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders severally Stockholders, individually with respect to itself only (and not jointly in proportion to the number of Shares to be sold by such Selling Stockholder hereunder and severally), 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 ; provided that each Selling Stockholder shall be liable only with respect if and to the extent that such losses, claims, damages or liabilities that arise out of, or are based upon, any an untrue statement or omission or alleged untrue statement or omission to state a material fact made in the Registration Statement or Prospectus in reliance upon and in conformity with any information furnished by relating to such Selling Stockholder furnished to the Representatives in writing to the Company relating to by such Selling Stockholder expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto) or any Issuer Free Writing Prospectustherein, it being understood and agreed that for purposes of this Agreement, the only such information so furnished by such Selling Stockholder consists of such Selling Stockholder’s Selling Stockholder Informationthe information for which Section 4(e) is applicable by its terms; provided provided, however, that the liability under this subsection of each any Selling Stockholder shall be limited to an amount equal to the aggregate gross net proceeds (after deducting underwriting commissions and discounts, but before deducting expenses, to ) received by such Selling Stockholder from the sale of Stock sold Shares by such Selling Stockholder hereunderpursuant to this Agreement.

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders Stockholders, severally and not jointly jointly, in proportion to the number of Underwritten Shares to be sold by such Selling Stockholder hereunder 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 in each case only with respect to 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 to state a material fact made in reliance upon and in conformity with any information furnished by relating to such Selling Stockholder in writing furnished to the Company relating to in writing by such Selling Stockholder expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto) or ), any Issuer Free Writing Prospectus, Prospectus or the Pricing Disclosure Package; it being understood and agreed that for purposes of this Agreement, the only information so furnished by such Selling Stockholder consists of the Selling Stockholder Information relating to such Selling Stockholder’s Selling Stockholder Information; provided provided, however, that the liability under this subsection of each a Selling Stockholder pursuant to this paragraph (b) shall be limited to an amount equal to not exceed the aggregate gross proceeds after underwriting commissions and discounts, but before deducting expenses, to such Selling Stockholder from product of the sale number of Stock Underwritten Shares sold by such Selling Stockholder hereunderand the offering price of the Underwritten Shares as set forth in the Prospectus, less all underwriting discounts and commissions but before giving effect to expenses (with respect to each Selling Stockholder, the “Selling Stockholder Net Proceeds”).

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders 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, 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 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 to state a material fact made in reliance upon and in conformity with any information furnished by such Selling Stockholder in writing to the Company Company, relating to such Selling Stockholder expressly for use in the Pricing Disclosure Package, Registration Statement, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) or any Issuer Free Writing Prospectus), it being understood and agreed that for the purposes of this Agreement, the only information so furnished by such Selling Stockholder consists of such Selling Stockholder’s Selling Stockholder Information; provided that the liability under this subsection of each Selling Stockholder shall be limited to an amount equal to the aggregate gross proceeds after underwriting commissions and discounts, but before deducting expenses, to such Selling Stockholder from the sale of Stock sold by such Selling Stockholder hereunder.

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders 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, 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 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 to state a material fact made in reliance upon and in conformity with any information furnished by relating to such Selling Stockholder in writing furnished to the Company relating to or the Underwriters in writing by such Selling Stockholder expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto) or ), any Issuer Free Writing ProspectusProspectus or any Time of Sale Information (including any Time of Sale Information that has subsequently been amended) provided, it being understood and agreed however, that for purposes the aggregate liability of this Agreement, the only information so furnished by such a Selling Stockholder consists of such Selling Stockholder’s Selling Stockholder Information; provided that the liability under pursuant to this subsection (b) shall not exceed the product of each Selling Stockholder shall be limited to an amount equal to (i) the aggregate gross proceeds after underwriting commissions and discounts, but before deducting expenses, to such Selling Stockholder from the sale number of Stock Shares sold by such Selling Stockholder hereunderStockholder, and (ii) the public offering price of the Shares as set forth in the Time of Sale Information and the Prospectus, net of underwriting discounts and commissions.

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders 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, 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 with respect to a misstatement or omission in as the indemnity set forth in paragraph (a) above, but in each case only with respect to 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 to state a material fact made in reliance upon and in conformity with any information relating to such Selling Stockholder constituting Selling Stockholder Information furnished by such Selling Stockholder in writing to the Company relating to such Selling Stockholder expressly for use inclusion in the Registration Statement, Prospectus and Pricing Disclosure Package; provided, however, that the Prospectus (or any amendment or supplement thereto) or any Issuer Free Writing Prospectus, it being understood and agreed that for purposes provisions of this Agreement, the only information so furnished by Section 10 shall not require any such Selling Stockholder consists of such Selling Stockholder’s Selling Stockholder Information; with respect to the indemnity provided that the liability under this subsection (b) or otherwise with respect to this Section 10 to indemnify or hold harmless the Underwriters in excess of each Selling Stockholder shall be limited to an amount equal to the aggregate gross net proceeds after underwriting commissions and discounts, but before deducting expenses, to received by such Selling Stockholder from the sale of Stock Shares sold by such Selling Stockholder hereunderpursuant to this Agreement.

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders severally Stockholders, individually with respect to itself only (and not jointly in proportion to the number of Shares to be sold by such Selling Stockholder hereunder and severally), 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 ; provided that each Selling Stockholder’s shall be liable only with respect if and to the extent that such losses, claims, damages or liabilities that arise out of, or are based upon, any an untrue statement or omission or alleged untrue statement or omission to state a material fact made in the Registration Statement or Prospectus in reliance upon and in conformity with any information furnished by relating to such Selling Stockholder furnished to the Representatives in writing to the Company relating to by such Selling Stockholder expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto) or any Issuer Free Writing Prospectustherein, it being understood and agreed that for purposes of this Agreement, the only such information so furnished by such Selling Stockholder consists of such Selling Stockholder’s Selling Stockholder Informationthe information for which Section 4(e) is applicable by its terms; provided provided, however, that the liability under this subsection of each any Selling Stockholder shall be limited to an amount equal to the aggregate gross net proceeds (after deducting underwriting commissions and discounts, but before deducting expenses, to ) received by such Selling Stockholder from the sale of Stock sold Shares by such Selling Stockholder hereunderpursuant to this Agreement.

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders 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, 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 Stockholder’s agreement to indemnify and hold harmless hereunder shall only with respect to 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 to state a material fact made in reliance upon and in conformity with any information furnished by relating to such Selling Stockholder in writing furnished to the Company relating to in writing by such Selling Stockholder expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto) or any Issuer Free Writing ProspectusPricing Disclosure Package, it being understood and agreed that for purposes of this Agreementwith respect to Oakville, the only information so furnished by such Selling Stockholder consists of such the Selling Stockholder Information. The aggregate amount of each Selling Stockholder’s Selling Stockholder Information; provided that the liability under pursuant to this subsection of each Selling Stockholder Section 9(b) shall be limited to an amount equal to not exceed the aggregate gross amount of proceeds received after underwriting commissions and discounts, discounts but before deducting expenses, to expenses by such Selling Stockholder from the sale of Stock sold by such Selling Stockholder its Shares hereunder.

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders 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, 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 to, in each case, any such losses, claims, damages or liabilities (including reasonable and documented legal fees and other reasonable expenses incurred in connection with any suit, action or proceeding or 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 to state a material fact made in reliance upon and in conformity with any information furnished by such Selling Stockholder in writing to the Company relating to such Selling Stockholder expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto) or any Issuer Free Writing Prospectus, it being understood and agreed that for purposes of this Agreement, the only information so furnished by such Selling Stockholder consists of such Selling Stockholder’s Selling Stockholder Information; provided that the liability under this subsection of each . No Selling Stockholder shall be limited to 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 gross net proceeds (after deducting underwriting commissions and discounts, but before deducting expenses, ) applicable to such Selling Stockholder from the sale of Stock Shares sold by such Selling Stockholder hereunderpursuant to this Agreement (the “Selling Stockholder Proceeds”).

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders 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, 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 to state a material fact made in reliance upon and in conformity with any information furnished by such Selling Stockholder in writing to the Company relating to such Selling Stockholder expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto) or ), any Preliminary Prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication, any road show or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), it being understood and agreed that for purposes of this Agreement, the only such information so furnished by such Selling Stockholder consists of such Selling Stockholder’s Selling Stockholder Information; provided that the liability under this subsection . The aggregate amount of each Selling Stockholder Stockholder’s liability pursuant to this Section 9(b) and Section 9(e) shall be limited to an amount equal to not exceed the aggregate gross amount of proceeds received after underwriting commissions and discounts, discounts but before deducting expenses, to expenses by such Selling Stockholder from the sale of Stock sold by such Selling Stockholder its Shares hereunder.

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders Stockholders, severally and not jointly in proportion to the number of Shares to be sold by such Selling Stockholder hereunder 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, in each case to the extent, but only with respect to 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 to state a material fact was made in reliance upon and in conformity with any information furnished to the Representatives by such or on behalf of the Selling Stockholder in writing to the Company relating to such Selling Stockholder expressly specifically for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto) or any Issuer Free Writing Prospectustherein, it being understood and agreed that for purposes of this Agreement, the only information so furnished by such Selling Stockholder consists solely of the Selling Stockholder Information with respect to such Selling Stockholder’s Selling Stockholder Information; provided that the . The liability under this subsection of each Selling Stockholder under the representations and warranties contained in this Agreement and under the indemnity and contribution agreements contained in this Section 9 shall be limited to an amount equal to the aggregate gross net proceeds after underwriting commissions and discounts, but before deducting expenses, to received by such Selling Stockholder from the sale of Stock Shares sold by such Selling Stockholder hereunderunder this Agreement.

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders 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, 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 such losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission omission, or alleged untrue statement or omission omission, to state a material fact made in reliance upon and in conformity with any information furnished by such Selling Stockholder in writing to the Company Company, relating to such Selling Stockholder expressly for use in the Pricing Disclosure Package, Registration Statement, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) or any Issuer Free Writing Prospectus), it being understood and agreed that for the purposes of this Agreement, the only information so furnished by such Selling Stockholder consists of such Selling Stockholder’s Selling Stockholder Information; provided that the liability under this subsection of each Selling Stockholder shall be limited to an amount equal to the aggregate gross proceeds after underwriting commissions and discounts, but before deducting expenses, to such Selling Stockholder from the sale of Stock sold by such Selling Stockholder hereunder.

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders 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, 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 to, in each case, 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 to state a material fact made in reliance upon and in conformity with any information furnished by such Selling Stockholder in writing to the Company relating to in writing by or on behalf of such Selling Stockholder Stockholders expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto) or ), any Issuer Free Writing ProspectusProspectus or the Pricing Disclosure Package, it being understood and agreed that for purposes of this Agreement, the only such information so furnished by such Selling Stockholder consists of such Selling Stockholder’s Selling Stockholder Information; provided that the liability under this subsection of each . The Selling Stockholder shall not be limited to 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 gross net proceeds (after deducting underwriting commissions and discounts, but before deducting expenses, ) applicable to such the Shares sold by the Selling Stockholder from pursuant to this Agreement (the sale of Stock sold by such “Selling Stockholder hereunderProceeds”).

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders Stockholders, severally (and not jointly jointly) in proportion to the number of Shares to be sold by such Selling Stockholder hereunder 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 and each of the other Selling Stockholders to the same extent as the indemnity set forth in paragraph (a) above, but in each case except that such Selling Stockholder shall only with respect to be liable 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 to state a material fact made in reliance upon and in conformity with any information furnished by such Selling Stockholder in writing to the Company Information expressly relating to such Selling Stockholder expressly for use in the pricing [information set forth on Annex A][term sheet set forth on Annex B] hereto, in the Preliminary Prospectus dated October 7, 2011, each “free writing prospectus” (as defined pursuant to Rule 405 under the Securities Act) listed on Annex A hereto, the Registration Statement, the Prospectus (or any amendment or supplement thereto) or any Issuer Free Writing Prospectus, it being understood and agreed that for purposes of this Agreement, the only information so furnished by such Selling Stockholder consists of such Selling Stockholder’s Selling Stockholder Information; provided that the ). The liability under this subsection of each Selling Stockholder under the indemnity agreement contained in this paragraph shall be limited to an amount equal to the aggregate gross proceeds after public offering price (less underwriting commissions discounts and discounts, but before deducting expenses, to such Selling Stockholder from commissions) of the sale of Stock Shares sold by such Selling Stockholder hereunderunder this Agreement.

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders 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, 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 such 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 to state a material fact made in reliance upon and in conformity with any information furnished by such Selling Stockholder in writing to the Company relating to such Selling Stockholder expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto) or ), any Issuer Free Writing Prospectus, it being understood any Written Testing-the-Waters Communication or the Pricing Disclosure Package in reliance upon and agreed that for purposes of this Agreement, the only information so furnished by such Selling Stockholder consists of in conformity with such Selling Stockholder’s Selling Stockholder Information; provided that the . The liability under this subsection of each Selling Stockholder under the indemnity agreement contained in this paragraph shall be limited to an amount equal to the aggregate gross proceeds after net of underwriting discounts and commissions and discounts, but before deducting expenses, to received by such Selling Stockholder from in respect of the sale of Stock Shares sold by such Selling Stockholder hereunderunder this Agreement (the “Selling Stockholder Proceeds”).

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders Stockholder, severally and not jointly in proportion to the number of Shares to be sold by such Selling Stockholder hereunder 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 Act, to the same extent as the indemnity set forth in paragraph of subsection (a) above, but ; provided that each Selling Stockholder shall be liable only with respect to the extent that such losses, claims, damages or and liabilities that arise out of, or are based upon, any upon an untrue statement or alleged untrue statement or omission or alleged untrue statement or omission to state a material fact has been made in reliance upon and in conformity with any information furnished by such Selling Stockholder in writing to the Company relating to such in writing by or on behalf of the Selling Stockholder Stockholders expressly for use in the Registration Statement, in the Prospectus (or any amendment or supplement thereto) ), any road show or the Pricing Disclosure Package (including any Issuer Free Writing ProspectusPricing Disclosure Package that has subsequently been amended), it being understood and agreed that for purposes of this Agreement, the only such information so furnished by or on behalf of such Selling Stockholder consists of such Selling Stockholder’s the Selling Stockholder Information; provided provided, further, that the liability under this subsection of each Selling Stockholder shall be limited to an amount equal to the aggregate gross proceeds after underwriting commissions and discounts, but before deducting expenses, to such Selling Stockholder from the sale of Stock Shares sold by such Selling Stockholder hereunder.

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders 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, 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 Stockholder’s agreement to indemnify and hold harmless hereunder shall only with respect to 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 to state a material fact made in reliance upon and in conformity with any information furnished by such Selling Stockholder in writing to the Company relating to such in writing that constitutes Selling Stockholder Information expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto) or ), any Issuer Free Writing ProspectusProspectus or the Pricing Disclosure Package, it being understood and agreed that for purposes of this Agreement, the only information so furnished by such Selling Stockholder consists of such Selling Stockholder’s the Selling Stockholder Information; provided that . Notwithstanding the foregoing provisions, the liability under of any Selling Stockholder pursuant to this subsection of each Selling Stockholder (b) shall be limited in the aggregate to an amount equal to the aggregate gross proceeds after underwriting commissions and discounts, but Purchase Price (before deducting expenses, to such Selling Stockholder from ) of the sale of Stock Shares sold by such Selling Stockholder hereunderunder this Agreement (the “Selling Stockholder Proceeds”).

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders 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, 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 to state a material fact made in reliance upon and in conformity with any information furnished by such Selling Stockholder in writing to the Company relating to such Selling Stockholder expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto) or ), any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication, any road show or any Pricing Disclosure Package, it being understood and agreed that for purposes of this Agreement, the only such information so furnished by such Selling Stockholder consists of such Selling Stockholder’s Selling Stockholder Information; provided that the liability under this subsection . The aggregate amount of each Selling Stockholder Stockholder’s liability pursuant to this Section 9(b) shall be limited to an amount equal to not exceed the aggregate gross amount of proceeds received after underwriting commissions and discounts, discounts but before deducting expenses, to expenses by such Selling Stockholder from the sale of Stock sold by such Selling Stockholder its Shares hereunder.

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders Stockholders, severally and not jointly 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, 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 such 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 to state a material fact made in reliance upon and in conformity with any information furnished by such Selling Stockholder in writing to the Company relating to such Selling Stockholder expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto) or ), any Issuer Free Writing Prospectus, it being understood Prospectus or the Pricing Disclosure Package in reliance upon and agreed that for purposes of this Agreement, the only information so furnished by such Selling Stockholder consists of in conformity with such Selling Stockholder’s Selling Stockholder Information; provided that . Notwithstanding anything to the contrary in this Agreement, the aggregate liability of a Selling Stockholder under this subsection of each Selling Stockholder Section 9(b) and Section 9(e) shall be limited to an amount equal to not exceed the aggregate gross net proceeds after deducting underwriting discounts and commissions and discounts, but before deducting expenses, to received by such Selling Stockholder from the sale of Stock Underwriters for the Shares sold by such Selling Stockholder hereunder.

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders 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, 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, in each case to the extent, but only with respect to 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 to state a material fact was made in reliance upon and in conformity with any information furnished by such Selling Stockholder in writing to the Company relating to such Selling Stockholder expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto) or ), any Issuer Free Writing Prospectus, it being understood road show or the Pricing Disclosure Package in reliance upon and agreed that for purposes of this Agreement, in conformity with written information furnished to the only information so furnished Company by such Selling Stockholder consists of such Selling Stockholder’s Selling Stockholder Informationexpressly for use therein; provided provided, however, that the liability under of a Selling Stockholder pursuant to this subsection of each Selling Stockholder (b) shall be limited to an amount equal to not exceed the aggregate gross proceeds after underwriting commissions and discounts, but before deducting expenses, to received by such Selling Stockholder from in respect of the sale of Stock Shares sold by such Selling Stockholder hereunderhereunder (the “Selling Stockholder Gross Proceeds”).

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders Stockholders, severally and not jointly in proportion to the number of Shares to be sold by such Selling Stockholder 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 provided that each Selling Stockholder’s agreement to indemnify and hold harmless hereunder shall only with respect to 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 to state a material fact made in reliance upon and in conformity with any information furnished by such Selling Stockholder in writing to the Company relating to by or on behalf of such Selling Stockholder expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto) or ), any Issuer Free Writing ProspectusProspectus or any Pricing Disclosure Package, it being understood and agreed that for purposes of this Agreement, the only such information so furnished by or on behalf of such Selling Stockholder consists of such Selling Stockholder’s Selling Stockholder Information; provided that the liability under this subsection of each . No Selling Stockholder shall be limited to liable under the indemnity agreement contained in this paragraph in excess of an amount equal to the aggregate gross net proceeds (after deducting underwriting commissions and discounts, discounts but before deducting expenses, ) applicable to such Selling Stockholder from the sale of Stock Shares sold by such Selling Stockholder hereunderpursuant to this Agreement.

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders severally severally, and not jointly 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, 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, in each case (i) to the extent, but only to the extent, (A) that such untrue statement, alleged untrue statement, omission or alleged omission was made in reliance upon and in conformity with respect written information furnished to the Company by such Selling Stockholder specifically for use therein and (B) of the amount of gross proceeds received by such Selling Stockholder in connection with the sale of such Selling Stockholder’s Shares pursuant to this Agreement and (ii) 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 to state a material fact made in reliance upon and in conformity with any information relating to any Underwriter furnished by such Selling Stockholder in writing to the Company relating to in writing by such Selling Stockholder Underwriter through the Representatives expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto) or ), any Issuer Free Writing ProspectusProspectus or any Time of Sale Information, it being understood and agreed that for purposes of this Agreement, the only such information so furnished by such Selling Stockholder any Underwriter consists of the information described as such Selling Stockholder’s Selling Stockholder Information; provided that the liability under this in subsection of each Selling Stockholder shall be limited to an amount equal to the aggregate gross proceeds after underwriting commissions and discounts, but before deducting expenses, to such Selling Stockholder from the sale of Stock sold by such Selling Stockholder hereunder(c) below.

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders Stockholders, severally and not jointly in proportion to the number of Shares to be sold by such Selling Stockholder hereunder 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 provided that each Selling Stockholder’s agreement to indemnify and hold harmless hereunder shall only with respect to 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 to state a material fact made in reliance upon and in conformity with any information furnished by such Selling Stockholder in writing to the Company relating to by or on behalf of such Selling Stockholder expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto) or ), any Issuer Free Writing Prospectus, or any Applicable Time Information, it being understood and agreed that for purposes of this Agreement, the only such information so furnished by or on behalf of such Selling Stockholder consists of such Selling Stockholder’s Selling Stockholder Information; provided that the liability under this subsection of each . No Selling Stockholder shall be limited to liable under the indemnity agreement contained in this paragraph in excess of an amount equal to the aggregate gross net proceeds (after deducting underwriting commissions and discounts, discounts but before deducting expenses, ) applicable to such Selling Stockholder from the sale of Stock Shares sold by such Selling Stockholder hereunderpursuant to this Agreement.

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders 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 the Company, each Underwriter, its each of their respective affiliates, directors and officers and each person, if any, who controls the Company or 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, in each case to the extent, but only with respect to 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 to state a material fact was made in reliance upon and in conformity with any information furnished by such Selling Stockholder in writing to the Company relating to Underwriters by or on behalf of such Selling Stockholder expressly specifically for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto) or any Issuer Free Writing Prospectustherein, it being understood and agreed that for purposes of this Agreement, the only information so furnished by such Selling Stockholder consists solely of the Selling Stockholder Information with respect to such Selling Stockholder. The liability of such Selling Stockholder’s Selling Stockholder Information; provided that under the liability representations and warranties contained in this Agreement and under the indemnity and contribution agreements contained in this subsection of each Selling Stockholder Section 9 shall be limited to an amount equal to the aggregate gross net proceeds after underwriting commissions and discounts, but before deducting expenses, to received by such Selling Stockholder from the sale of Stock Shares sold by such Selling Stockholder hereunderunder this Agreement.

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders Stockholders, severally and not jointly in proportion to the number of Shares to be sold by such Selling Stockholder hereunder 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 to state a material fact made in reliance upon and in conformity with any information furnished by such Selling Stockholder in writing to the Company relating to in writing by or on behalf of such Selling Stockholder expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto) or ), 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 for purposes of this Agreement, the only such information so furnished by or on behalf of such Selling Stockholder consists of such Selling Stockholder’s Selling Stockholder Information; provided that . The Selling Stockholders shall not be liable under the liability under indemnity agreement contained in this subsection paragraph and the contribution provisions of each Selling Stockholder shall be limited to this Section 9 in excess of an amount equal to the aggregate gross net proceeds (after deducting underwriting commissions and discounts, but before deducting expenses, ) applicable to such Selling Stockholder from the sale of Stock Shares sold by such the Selling Stockholder hereunderStockholders pursuant to this Agreement (the “Selling Stockholders Proceeds”).

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders Stockholders, severally and not jointly in proportion to the number of Shares to be sold by such Selling Stockholder hereunder 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, in each case to the extent, but only with respect to 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 to state a material fact was made in reliance upon and in conformity with any information furnished to the Underwriters by such or on behalf of the Selling Stockholder in writing to the Company relating to such Selling Stockholder expressly specifically for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto) or any Issuer Free Writing Prospectustherein, it being understood and agreed that for purposes of this Agreement, the only information so furnished by such Selling Stockholder consists solely of the Selling Stockholder Information with respect to such Selling Stockholder’s Selling Stockholder Information; provided that the . The liability under this subsection of each Selling Stockholder under the representations and warranties contained in this Agreement and under the indemnity and contribution agreements contained in this Section 9 shall be limited to an amount equal to the aggregate gross net proceeds after underwriting commissions and discounts, but before deducting expenses, to received by such Selling Stockholder from the sale of Stock Shares sold by such Selling Stockholder hereunderunder this Agreement.

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders 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 Underwriterthe Underwriters, its their affiliates, directors and officers and each person, if any, who controls such Underwriter the Underwriters 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 such Selling Stockholder shall only with respect be liable in any such case to the extent that any such lossesloss, claimsclaim, damages damage or liabilities that arise liability arises out of, of or are is based upon, any upon an untrue statement or alleged untrue statement or omission or alleged untrue statement or omission to state a material fact made in reliance upon and in conformity with any information furnished by such Selling Stockholder in writing to the Company relating to such Selling Stockholder expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto) or ), any Issuer Free Writing ProspectusProspectus , it being understood any Written Testing-the-Waters Communication or any Pricing Disclosure Package, in reliance upon and agreed in conformity with the information furnished by or on behalf of such Selling Stockholder as described in Section 4(e); provided, further, that for purposes the liability of such Selling Stockholder pursuant to this Agreement, paragraph (b) and the only information so furnished contribution by such Selling Stockholder consists of such Selling Stockholder’s Selling Stockholder Information; provided that under paragraph (e) below shall not exceed the liability under this subsection of each Selling Stockholder shall be limited to an amount equal to the aggregate gross net proceeds (after deducting underwriting commissions discounts and discountscommissions, but before without deducting expenses, to expenses of the Company or the Selling Stockholders) received by such Selling Stockholder from the sale of Stock the Shares sold by such Selling Stockholder hereunder.

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders 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, 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 such losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission omission, or alleged untrue statement or omission omission, to state a material fact made in reliance upon and in conformity with any information furnished by such Selling Stockholder in writing to the Company Company, relating to such Selling Stockholder expressly for use in the Pricing Disclosure Package, Registration Statement, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) or any Issuer Free Writing Prospectus), it being understood and agreed that for the purposes of this Agreement, the only information so furnished by such Selling Stockholder consists of such Selling Stockholder’s Selling Stockholder Information; provided , provided, however, that the liability under this subsection of each Selling Stockholder shall be limited to an amount equal to the aggregate gross proceeds after underwriting commissions and discounts, but before deducting expenses, to such Selling Stockholder from the sale of Stock the Shares sold by such Selling Stockholder hereunder.

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders 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, 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 such 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 to state a material fact made in reliance upon and in conformity with any information furnished by such Selling Stockholder in writing to the Company relating to such Selling Stockholder expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto) or ), any Issuer Free Writing Prospectus, it being understood Prospectus or the Pricing Disclosure Package in reliance upon and agreed that for purposes of this Agreement, the only information so furnished by such Selling Stockholder consists of in conformity with such Selling Stockholder’s Selling Stockholder Information; provided that . Notwithstanding anything to the contrary in this Agreement, the aggregate liability of a Selling Stockholder under this subsection of each Selling Stockholder Section 9(b) and Section 9(e) shall be limited to an amount equal to not exceed the aggregate gross proceeds after net of underwriting discounts and commissions and discounts, but before deducting expenses, to received by such Selling Stockholder from the sale of Stock Underwriters for the Shares sold by such Selling Stockholder hereunder.

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders 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, 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 Stockholder’s agreement to indemnify and hold harmless hereunder shall only with respect to 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 to state a material fact made in reliance upon and in conformity with any information furnished by such Selling Stockholder in writing to the Company relating to such in writing that constitutes Selling Stockholder Information expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto) or ), any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication or the Pricing Disclosure Package, it being understood and agreed that for purposes of this Agreement, the only information so furnished by such Selling Stockholder consists of such Selling Stockholder’s the Selling Stockholder Information; provided that . Notwithstanding the foregoing provisions, the liability under of any Selling Stockholder pursuant to this subsection of each Selling Stockholder (b) shall be limited in the aggregate to an amount equal to the aggregate gross proceeds after underwriting commissions and discounts, but Purchase Price (before deducting expenses, to such Selling Stockholder from ) of the sale of Stock Shares sold by such Selling Stockholder hereunderunder this Agreement (the “Selling Stockholder Proceeds”).

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders Stockholder, severally and not jointly in proportion to the number of Shares to be sold by such Selling Stockholder hereunder jointly, agrees to indemnify and hold harmless each Underwriter, its affiliatesAffiliates, directors selling agents, directors, officers, members and officers employees, 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 1934 Act to the same extent as and in the indemnity manner set forth in paragraph clauses (aa)(i), (ii) and (iii) above; provided, but however, that each Selling Stockholder shall be liable only with respect to 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 to state a material fact has been made in reliance upon and in conformity with any information furnished by such Selling Stockholder in writing to the Company relating to such Selling Stockholder expressly for use in the Registration Statement, any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package, the Prospectus or any Written Testing-the-Waters Communication (or any amendment or supplement thereto) or any Issuer Free Writing Prospectus, it being understood in reliance on and agreed that for purposes of this Agreement, in conformity with the only information so furnished by such Selling Stockholder consists of Information relating to such Selling Stockholder’s Selling Stockholder Information; provided provided, further, that the liability under this subsection of each Selling Stockholder shall be limited to an amount equal to the aggregate gross proceeds after underwriting commissions and discounts, but before deducting expenses, to such Selling Stockholder from the sale of Stock Securities sold by such Selling Stockholder hereunder.

Indemnification of the Underwriters by the Selling Stockholders. Each of the The Selling Stockholders Stockholders, severally and not jointly in proportion to the number of Shares to be sold by such Selling Stockholder hereunder agrees jointly, agree 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(a) above, but provided that each Selling Stockholder’s agreement to indemnify and hold harmless hereunder shall only with respect to 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 to state a material fact made in reliance upon and in conformity with any information furnished by relating to such Selling Stockholder in writing furnished to the Company relating to in writing by such Selling Stockholder expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto) or any Issuer Free Writing ProspectusPricing Disclosure Package, it being understood and agreed that for purposes of this Agreementwith respect to Dxxxxxx-Xxxxxxx, the only information so furnished by such Selling Stockholder Stockholders consists of such the Selling Stockholder Information. The aggregate amount of each Selling Stockholder’s Selling Stockholder Information; provided that the liability under pursuant to this subsection of each Selling Stockholder Section 9(b) shall be limited to an amount equal to not exceed the aggregate gross amount of proceeds received after underwriting commissions and discounts, discounts but before deducting expenses, to expenses by such Selling Stockholder from the sale of Stock sold by such Selling Stockholder its Shares hereunder.

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders 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, 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 such Selling Stockholder shall only with respect be liable in any such case 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 to state a material fact made in reliance upon and in conformity with any information furnished by such Selling Stockholder in writing to the Company relating to such Selling Stockholder expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto) or any Issuer Free Writing Prospectus, it being understood and agreed that for purposes of this Agreement, the only information so furnished by such Selling Stockholder consists of such Selling Stockholder’s Selling Stockholder Information; provided that . Notwithstanding the foregoing provisions, the liability under of a Selling Stockholder pursuant to this subsection of each Selling Stockholder (b) shall be limited in the aggregate to an amount equal to the aggregate gross proceeds after Purchase Price (less underwriting discounts and commissions and discounts, but before deducting expenses, to such Selling Stockholder from ) of the sale of Stock Shares sold by such Selling Stockholder hereunderunder this Agreement (the “Selling Stockholder Proceeds”) less any amounts that such Selling Stockholder is obligated to pay under subsection (e) below.

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders Stockholder, severally and not jointly in proportion to the number of Shares to be sold by such Selling Stockholder hereunder jointly, agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers as 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 such any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act to the same extent as and in the indemnity manner set forth in paragraph clauses (aa)(i), (ii) and (iii) above; in each case to the extent, but only with respect to 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 to state a material fact was made in reliance upon and in conformity with any information furnished to the Underwriters or to the Company by or on behalf of such Selling Stockholder in writing to the Company relating to such Selling Stockholder expressly specifically for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto) or any Issuer Free Writing Prospectustherein, it being understood and agreed that for purposes of this Agreement, the only information so furnished by each Selling Stockholder consists solely of the information relating to such Selling Stockholder consists of such under the caption “Selling Stockholder’s Selling Stockholder Information; provided that Stockholders” in the General Disclosure Package. The liability under this subsection of each Selling Stockholder under the representations and warranties contained in this Agreement and under the indemnity and contribution agreements contained in this Section 6 and Section 7, respectively, shall be limited to an amount equal to the aggregate gross net proceeds after underwriting commissions and discounts, but before deducting expenses, to received by such Selling Stockholder from the sale of Stock the Selling Stockholder Shares sold by such Selling Stockholder hereunderunder this Agreement.

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders Stockholders, severally and not jointly in proportion to the number of Shares to be sold by such Selling Stockholder hereunder 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 provided that each Selling Stockholder’s agreement to indemnify and hold harmless hereunder shall only with respect to 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 to state a material fact made in reliance upon and in conformity with any information furnished by such Selling Stockholder in writing to the Company relating to by or on behalf of such Selling Stockholder expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto) or ), any Issuer Free Writing ProspectusProspectus or any Pricing Disclosure Package, it being understood and agreed that for purposes of this Agreement, the only such information so furnished by or on behalf of such Selling Stockholder consists of such Selling Stockholder’s Selling Stockholder Information; provided that the liability under this subsection of each . No Selling Stockholder shall be limited to liable under the indemnity agreement contained in this paragraph in excess of an amount equal to the aggregate gross net proceeds (after deducting underwriting commissions and discounts, discounts but before deducting expenses, ) applicable to such Selling Stockholder from the sale of Stock Shares sold by such Selling Stockholder hereunderpursuant to this Agreement.

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders 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, 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 Stockholder shall be liable only with respect to 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 to state a material fact has been made in the Registration Statement (or any amendment thereto) including the Rule 430A Information, any preliminary prospectus, the Pricing Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus in reliance upon and in conformity with any information furnished by such Selling Stockholder in writing to the Company relating to such Selling Stockholder expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto) or any Issuer Free Writing Prospectus, it being understood and agreed that for purposes of this Agreement, the only information so furnished by such Selling Stockholder consists of such Selling Stockholder’s Selling Stockholder Information; provided further, that the liability under this subsection of each Selling Stockholder shall be limited to an amount (the “Selling Stockholder Amount”) equal to the aggregate gross net proceeds after underwriting commissions and discounts, but before deducting expenses, to such Selling Stockholder from the sale of Stock Shares sold by such Selling Stockholder hereunder.

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders 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, 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 in each case 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 to state a material fact made in reliance upon and in conformity with any information furnished by such Selling Stockholder in writing to the Company relating to such in writing that constitutes Selling Stockholder Information expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto) or ), any Preliminary Prospectus, any Issuer Free Writing Prospectus, it being understood and agreed that for purposes of this AgreementProspectus or the Pricing Disclosure Package. Notwithstanding the foregoing provisions, the only information so furnished by such liability of any Selling Stockholder consists of such Selling Stockholder’s Selling Stockholder Information; provided that the liability under pursuant to this subsection of each Selling Stockholder (b) shall be limited in the aggregate to an amount equal to the aggregate gross proceeds after underwriting commissions and discounts, but Purchase Price (before deducting expenses, to such Selling Stockholder from ) of the sale of Stock Shares sold by such Selling Stockholder hereunderunder this Agreement (the “Selling Stockholder Proceeds”).

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders 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, 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 in each case, 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 to state a material fact made in reliance upon and in conformity with any information furnished by such Selling Stockholder in writing to the Company relating to by such Selling Stockholder expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto) or ), any Issuer Free Writing Prospectus, or any Written Testing-the-Waters Communication, it being understood and agreed that for purposes of this Agreement, the only such information so furnished by such Selling Stockholder consists only of such Selling Stockholder’s Selling Stockholder Information; provided that . Notwithstanding the foregoing provisions, the liability under of a Selling Stockholder pursuant to this subsection of each Selling Stockholder (b) shall be limited in the aggregate to an amount equal to the aggregate gross proceeds after Purchase Price (less underwriting commissions discounts and discounts, but before deducting expenses, to such Selling Stockholder from commissions) of the sale of Stock Shares sold by such Selling Stockholder hereunderunder this Agreement (the “Selling Stockholder Proceeds”).

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders 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, 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 to state a material fact made in reliance upon and in conformity with any information furnished by such Selling Stockholder in writing to the Company relating to such in writing by the Selling Stockholder expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto) or ), any Preliminary Prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication or the Pricing Disclosure Package, it being understood and agreed that for purposes of this Agreement, the only such information so furnished by such the Selling Stockholder consists of such Selling Stockholder’s the Selling Stockholder Information; provided provided, however, that the liability under this subsection Section 9(b) of each Selling Stockholder shall be limited to not exceed an amount equal to the aggregate gross proceeds net proceeds, after underwriting discounts and commissions and discounts, but before deducting other expenses, to received by such Selling Stockholder from the sale of Stock Shares sold by such Selling Stockholder hereunderhereunder (the “Selling Stockholder Proceeds”).