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 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 losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with the Selling Stockholder Information; provided, further that the liability of a Selling Stockholder pursuant to this subsection (b) shall not exceed the product of the number of Shares sold by such Selling Stockholder including 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 severally and not jointly in proportion to the number of Shares to be sold by such Selling Stockholder hereunder agrees to indemnify indemnify, defend 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, above but only with respect to any losses, claims, damages the extent that such untrue statement or liabilities that arise out of, or are based upon, any alleged untrue statement or omission or alleged untrue statement or omission was made in reliance upon and in conformity with the Selling Stockholder Information; provided, further that the Information furnished by such Selling Stockholder. The liability of a each Selling Stockholder pursuant under the indemnity and contribution agreements contained in this Section 11 shall be limited to this subsection an amount equal to (bi) shall not exceed the product of the number of Shares sold by such Selling Stockholder including any Option Shares under this Agreement multiplied by (ii) the Public Offering Price (minus related underwriting discounts and the offering price of the Shares (after deducting underwriting commissions and discounts) (the “Selling Stockholder Net Proceeds”) as set forth in the Prospectuscommissions).

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 in each case only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission to state a material fact or alleged untrue statement or omission made in reliance upon and in conformity with the such Selling Stockholder’s Selling Stockholder Information; provided, and provided further that the aggregate amount of such Selling Stockholder’s liability of a Selling Stockholder pursuant to this subsection (bSection 9(b) and Section 9(e) shall not exceed be limited to an amount equal to the product of aggregate net proceeds (after underwriting commissions and discounts but before expenses) to such Selling Stockholder from the number sale of Shares sold by such Selling Stockholder including 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 Prospectushereunder.

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 in each case only with respect to any insofar as such losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with the Selling Stockholder Information; providedInformation furnished by such Selling Stockholder. Notwithstanding the foregoing provisions, further that the liability of a any Selling Stockholder pursuant to this subsection (b) shall not exceed be limited in the product of aggregate to an amount equal to (x) the number of Shares sold by such Selling Stockholder including any Option Shares under this Agreement multiplied by (y) the Public Offering Price (minus related underwriting discounts and the offering price of the Shares (after deducting underwriting commissions and discountscommissions) (the “Selling Stockholder Net Proceeds”) as set forth in the Prospectus).

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders severally 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 in each case only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission to state a material fact or alleged untrue statement or omission made in reliance upon and in conformity with the such Selling Stockholder’s Selling Stockholder Information; provided, and provided further that the aggregate amount of such Selling Stockholder’s liability of a Selling Stockholder pursuant to this subsection (bSection 9(b) and Section 9(e) shall not exceed be limited to an amount equal to the product of aggregate net proceeds (after underwriting commissions and discounts but before expenses) to such Selling Stockholder from the number sale of Shares sold by such Selling Stockholder including 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 Prospectushereunder.

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders severally 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 lossessuch loss, claimsclaim, damages damage or liabilities that arise liability arises out of, or are is based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with the such Selling Stockholder’s Selling Stockholder Information; provided. Notwithstanding the foregoing provisions, further that the liability of a Selling Stockholder pursuant to this subsection (b) shall not exceed be limited in the product aggregate to an amount equal to the aggregate Purchase Price (less underwriting discounts and commissions but before deducting expenses) of the number of Shares sold by such Selling Stockholder including any Option Shares and the offering price of the Shares (after deducting underwriting commissions and discounts) under this Agreement (the “Selling Stockholder Net Proceeds”) as set forth in the Prospectusless 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 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 losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication or the Pricing Disclosure Package in reliance upon and in conformity with the such Selling Stockholder’s Selling Stockholder Information; provided, further that the . The liability of a each Selling Stockholder pursuant under the indemnity agreement contained in this paragraph shall be limited to this subsection (b) shall not exceed an amount equal to the product gross proceeds net of underwriting discounts and commissions received by such Selling Stockholder in respect of the number of Shares sold by such Selling Stockholder including any Option Shares and the offering price of the Shares (after deducting underwriting commissions and discounts) under this Agreement (the “Selling Stockholder Net Proceeds”) as set forth in the Prospectus).

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 the Selling Stockholder Information; provided, further that the liability of a Selling Stockholder pursuant to this subsection (b) shall not exceed the product of the number of Shares sold any information furnished by such Selling Stockholder including any Option Shares and in writing to the offering price of the Shares (after deducting underwriting commissions and discounts) (the “Company, relating to such Selling Stockholder Net Proceeds”) as set forth expressly for use in the ProspectusPricing Disclosure Package, Registration Statement, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), 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.

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 omission, or alleged untrue statement or omission omission, to state a material fact made in reliance upon and in conformity with the Selling Stockholder Information; provided, further that the liability of a Selling Stockholder pursuant to this subsection (b) shall not exceed the product of the number of Shares sold any information furnished by such Selling Stockholder including any Option Shares and in writing to the offering price of the Shares (after deducting underwriting commissions and discounts) (the “Company, relating to such Selling Stockholder Net Proceeds”) as set forth expressly for use in the ProspectusPricing Disclosure Package, Registration Statement, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), 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.

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders Stockholder, severally 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 affiliatesofficers and employees, directors and officers and each person, if any, who controls such any 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(i) above, but provided that each Selling Stockholder’s agreement to indemnify and hold harmless hereunder shall only with respect to any apply insofar as such losses, claims, damages damages, liabilities, or liabilities that expenses arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information relating to such Selling Stockholder furnished to the Company by such Selling Stockholder expressly for use in the Registration Statement, any preliminary prospectus, the General Disclosure Package, any free writing prospectus or the Prospectus (or any amendment or supplement thereto). The aggregate liability of each Selling Stockholder under this Section 9(ii) shall be limited to an amount equal to the proceeds per share, before expenses, to the Selling Stockholder Information; provided, further that Stockholders (as set forth on the liability front cover page of a Selling Stockholder pursuant to this subsection (bthe Prospectus) shall not exceed the product of multiplied by the number of Offered Shares sold by such Selling Stockholder including any Option Shares and the offering price of the Shares (after deducting underwriting commissions and discounts) (the “Selling Stockholder Net Proceeds”) as Stockholder. The indemnity agreement set forth in the Prospectusthis Section 9(ii) shall be in addition to any liabilities that each Selling Stockholder may otherwise have.

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 losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or the Pricing Disclosure Package in reliance upon and in conformity with the such Selling Stockholder’s Selling Stockholder Information; provided. Notwithstanding anything to the contrary in this Agreement, further that the aggregate liability of a Selling Stockholder pursuant to under this subsection (bSection 9(b) and Section 9(e) shall not exceed the product aggregate gross proceeds net of underwriting discounts and commissions received by such Selling Stockholder from the number of Underwriters for the Shares sold by such Selling Stockholder including 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 Prospectushereunder.

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders severally 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 lossessuch loss, claimsclaim, damages damage or liabilities that arise liability arises out of, or are is based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with the such Selling Stockholder’s Selling Stockholder Information; provided. Notwithstanding the foregoing provisions, further that the liability of a Selling Stockholder pursuant to this subsection (b) shall not exceed be limited in the product aggregate to an amount equal to the aggregate Purchase Price (less underwriting discounts and commissions before deducting expenses) of the number of Shares sold by such Selling Stockholder including any Option Shares and the offering price of the Shares (after deducting underwriting commissions and discounts) under this Agreement (the “Selling Stockholder Net Proceeds”) as set forth in the Prospectusless 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 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 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 made in reliance upon and in conformity with any information furnished to the Company in writing that constitutes Selling Stockholder Information; providedInformation expressly for use in the Registration Statement, further that the Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Pricing Disclosure Package. Notwithstanding the foregoing provisions, the liability of a any Selling Stockholder pursuant to this subsection (b) shall not exceed be limited in the product aggregate to an amount equal to the aggregate Purchase Price (before deducting expenses) of the number of Shares sold by such Selling Stockholder including any Option Shares and the offering price of the Shares (after deducting underwriting commissions and discounts) under this Agreement (the “Selling Stockholder Net Proceeds”) as set forth in the Prospectus).

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders severally 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 losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with the any information relating to such Selling Stockholder Informationfurnished to the Company by such Selling Stockholder expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure Package; providedprovided that, further that notwithstanding any other provisions herein, the liability of a any Selling Stockholder pursuant to under this subsection (b) Section 9 shall not exceed the product of the number of Shares sold by such Selling Stockholder including any Option Shares and the public offering price of the Shares (after deducting underwriting commissions and discounts) (the “Selling Stockholder Net Proceeds”) Securities as set forth in the Prospectus.

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders severally 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 in each case to the extent, and only with respect to any the extent, that such losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with the any Selling Stockholder Information; provided, further that the liability of a Selling Stockholder pursuant Information relating to this subsection (b) shall not exceed the product of the number of Shares sold by such Selling Stockholder including 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 Registration Statement, the Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication or the Pricing Disclosure Package.

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders severally 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 insofar as such losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with the any information relating to such Selling Stockholder Information; furnished to the Company or the Underwriters in writing by such Selling Stockholder expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale Information (including any Time of Sale Information that has subsequently been amended) provided, further however, that the aggregate liability of a Selling Stockholder pursuant to this subsection (b) shall not exceed the product of (i) the number of Shares sold by such Selling Stockholder including any Option Shares Stockholder, and (ii) the public offering price of the Shares (after deducting underwriting commissions and discounts) (the “Selling Stockholder Net Proceeds”) 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 agrees, severally in proportion to the number of Selling Stockholder Shares to be sold by such Selling Stockholder hereunder agrees hereunder, to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with the any information relating to such Selling Stockholder Information; provided, further that furnished to the liability of a Selling Stockholder pursuant to this subsection (b) shall not exceed the product of the number of Shares sold Company in writing by such Selling Stockholder including any Option Shares and the offering price of the Shares (after deducting underwriting commissions and discounts) (the “Selling Stockholder Net Proceeds”) as set forth expressly for use in the ProspectusRegistration Statement, the Prospectus (or any amendment or supplement thereto) or the Disclosure Package.

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 losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or the Pricing Disclosure Package in reliance upon and in conformity with the such Selling Stockholder’s Selling Stockholder Information; provided, further that the liability of a Selling Stockholder pursuant to this subsection (b) shall not exceed the product of the number of Shares sold by such Selling Stockholder including 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.