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 against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (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), in reliance upon and in conformity with the Selling Stockholder Information. The liability of each Selling Stockholder pursuant to this Section 9(b) shall be limited to an amount equal to the aggregate net proceeds after underwriting commissions and discounts, but before expenses, to such Selling Stockholder from the sale of Shares sold by such Selling Stockholder hereunder (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 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 against any to the extent and all loss, liability, claim, damage and expense described in the indemnity contained manner set forth in subsection clauses (aa)(i), (ii) of this Sectionand (iii) above; provided, as incurredhowever, but that each Selling Stockholder shall be liable only with respect to the extent that such untrue statements or omissions, statement or alleged untrue statements statement or omissions, omission or alleged omission has been made in the Registration Statement (or Statement, any amendment thereto)preliminary prospectus, including any information deemed to be a part thereof pursuant to Rule 430BIssuer Free Writing Prospectus, the General Disclosure Package or Package, the Prospectus or any Written Testing-the-Waters Communication (or any amendment or supplement thereto), ) in reliance upon on and in conformity with the Selling Stockholder Information. The Information relating to such Selling Stockholder; provided, further, that 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 net gross proceeds after underwriting commissions and discounts, but before deducting expenses, to such Selling Stockholder from the sale of Shares Securities sold by such Selling Stockholder hereunder (with respect to each Selling Stockholder, such amount being referred to herein as such Selling Stockholder’s “Net Proceeds”)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 against any and all loss, liability, claim, damage and expense described in to the same extent as the indemnity contained set forth in subsection paragraph (a) of this Section, as incurredabove, but only with respect to such losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statements statement or omissionsomission, or alleged untrue statements statement or omissionsomission, to state a material fact made in the Registration Statement (or any amendment thereto), including reliance upon and in conformity with any information deemed furnished by such Selling Stockholder in writing to be a part thereof pursuant the Company, relating to Rule 430Bsuch Selling Stockholder expressly for use in the Pricing Disclosure Package, the General Disclosure Package Registration Statement, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), in reliance upon it being understood and in conformity with 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. The , provided, however, that 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 net gross proceeds after underwriting commissions and discounts, but before expenses, to such Selling Stockholder from the sale of the Shares sold by such Selling Stockholder hereunder (with respect to each Selling Stockholder, such amount being referred to herein as such Selling Stockholder’s “Net Proceeds”)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 against any and all loss, liability, claim, damage and expense described in to the same extent as the indemnity contained set forth in subsection paragraph (a) of this Sectionabove; provided that each Selling Stockholder’s shall be liable only if and to the extent that such losses, as incurredclaims, but only with respect to damages or liabilities arise out of, an untrue statements statement or omissions, omission or alleged untrue statements statement or omissions, omission made in the Registration Statement (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), in reliance upon and in conformity with the any information relating to such Selling Stockholder Information. The furnished to the Representatives in writing by such Selling Stockholder expressly for use therein, it being understood and agreed that the only such information furnished by such Selling Stockholder consists of the information for which Section 4(e) is applicable by its terms; provided, however, that the liability of each any Selling Stockholder pursuant to this Section 9(b) shall be limited to an amount equal to the aggregate net proceeds (after deducting underwriting commissions and discounts, but before deducting expenses, to ) received by such Selling Stockholder from the sale of Shares sold by such Selling Stockholder hereunder (with respect pursuant to each Selling Stockholder, such amount being referred to herein as such Selling Stockholder’s “Net Proceeds”)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 against any and all loss, liability, claim, damage and expense described in to the same extent as the indemnity contained set forth in subsection paragraph (a) of this Section, as incurred, but above; provided that each Selling Stockholder shall be liable only with respect to the extent that such untrue statements or omissions, statement or alleged untrue statements statement or omissions, omission has been made in the Registration Statement (or any amendment thereto)) including the Rule 430A Information, including any information deemed to be a part thereof pursuant to Rule 430Bpreliminary prospectus, the General Pricing Disclosure Package or Package, the Prospectus (or any amendment or supplement thereto), Issuer Free Writing Prospectus in reliance upon and in conformity with such Selling Stockholder’s Information; provided further, that the Selling Stockholder Information. The liability under this subsection of each Selling Stockholder pursuant to this Section 9(b) shall be limited to an amount (the “Selling Stockholder Amount”) equal to the aggregate net proceeds after underwriting commissions and discounts, but before expenses, to such Selling Stockholder from the sale of Shares sold by such Selling Stockholder hereunder (with respect to each Selling Stockholder, such amount being referred to herein as such Selling Stockholder’s “Net Proceeds”)hereunder.

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 against any to the extent and all loss, liability, claim, damage and expense described in the indemnity contained manner set forth in subsection clauses (aa)(i), (ii) of this Section, as incurredand (iii) above; in each case to the extent, but only with respect to the extent, that such untrue statements or omissions, statement or alleged untrue statements statement or omissions, omission or alleged omission was made in the Registration Statement (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), in reliance upon and in conformity with information furnished to the Underwriters or to the Company by or on behalf of such Selling Stockholder Informationspecifically for use therein, it being understood and agreed that the only information furnished by each Selling Stockholder consists solely of the information relating to such Selling Stockholder under the caption “Selling Stockholders” in the General Disclosure Package. The liability of each Selling Stockholder pursuant to under the representations and warranties contained in this Agreement and under the indemnity and contribution agreements contained in this Section 9(b) 6 and Section 7, respectively, shall be limited to an amount equal to the aggregate net proceeds after underwriting commissions and discounts, but before expenses, to received by such Selling Stockholder from the sale of the Selling Stockholder Shares sold by such Selling Stockholder hereunder (with respect to each Selling Stockholder, such amount being referred to herein as such Selling Stockholder’s “Net Proceeds”)under 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 against any and all loss, liability, claim, damage and expense described in to the same extent as the indemnity contained set forth in subsection paragraph (a) of this Section, as incurredabove, but only with respect to any such losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statements statement or omissions, omission or alleged untrue statements statement or omissions, omission made in reliance upon and in conformity with any information furnished to the Company in writing by the Selling Stockholder expressly for use in the Registration Statement (or any amendment thereto)Statement, 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), in reliance upon any Preliminary Prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication or the Pricing Disclosure Package, it being understood and in conformity with agreed that the only such information furnished by the Selling Stockholder consists of the Selling Stockholder Information. The ; provided, however, that the liability under this Section 9(b) of each Selling Stockholder pursuant to this Section 9(b) shall be limited to not exceed an amount equal to the aggregate net proceeds proceeds, after underwriting discounts and commissions and discounts, but before deducting other expenses, to received by such Selling Stockholder from the sale of Shares sold by such Selling Stockholder hereunder (with respect to each the “Selling Stockholder, such amount being referred to herein as such Selling Stockholder’s “Net 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 against any and all loss, liability, claim, damage and expense described in to the same extent as the indemnity contained set forth in subsection paragraph (a) of this Section, as incurredabove, 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 statements statement or omissions, omission or alleged untrue statements statement or omissions, omission made in the Registration Statement (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), in reliance upon and in conformity with the any Selling Stockholder Information. The liability of each No Selling Stockholder pursuant to shall be liable under the indemnity agreement contained in this paragraph and the contribution provisions of this Section 9(b) shall be limited to 9 in excess of an amount equal to the aggregate net proceeds (after deducting underwriting commissions and discounts, but before deducting expenses, ) applicable to such Selling Stockholder from the sale of Shares sold by such Selling Stockholder hereunder pursuant to this Agreement (with respect to each the “Selling Stockholder, such amount being referred to herein as such Selling Stockholder’s “Net 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 against any and all loss, liability, claim, damage and expense described in to the same extent as the indemnity contained set forth in subsection paragraph (a) of this Section, as incurredabove, 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 statements statement or omissions, omission or alleged untrue statements statement or omissions, omission made in reliance upon and in conformity with any information furnished to the Company in writing by or on behalf of such Selling Stockholders expressly for use in the Registration Statement (or any amendment thereto)Statement, 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), in reliance upon any Issuer Free Writing Prospectus or the Pricing Disclosure Package, it being understood and in conformity with agreed that the only such information furnished by such Selling Stockholder consists of such Selling Stockholder’s Selling Stockholder Information. The liability of each Selling Stockholder pursuant to shall not be liable under the indemnity agreement contained in this paragraph and the contribution provisions of this Section 9(b) shall be limited to 9 in excess of an amount equal to the aggregate net proceeds (after deducting underwriting commissions and discounts, but before deducting expenses, ) applicable to such Selling Stockholder from the sale of Shares sold by such the Selling Stockholder hereunder pursuant to this Agreement (with respect to each the “Selling Stockholder, such amount being referred to herein as such Selling Stockholder’s “Net 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 against any and all loss, liability, claim, damage and expense described to the same extent with respect to a misstatement or omission in as the indemnity contained set forth in subsection paragraph (a) of this Sectionabove, in each case only insofar as incurredsuch losses, but only with respect to claims, damages or liabilities arise out of, or are based upon, any untrue statements statement or omissions, omission or alleged untrue statements statement or omissions, omission made in the Registration Statement (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), in reliance upon and in conformity with the any information relating to such Selling Stockholder Information. The liability of each constituting Selling Stockholder pursuant Information furnished by such Selling Stockholder for inclusion in the Registration Statement, Prospectus and Pricing Disclosure Package; provided, however, that the provisions of this Section 10 shall not require any such Selling Stockholder with respect to the indemnity provided under this subsection (b) or otherwise with respect to this Section 9(b) shall be limited 10 to an amount equal to indemnify or hold harmless the aggregate Underwriters in excess of the net proceeds after underwriting commissions and discounts, but before expenses, to received by such Selling Stockholder from the sale of Shares sold by such Selling Stockholder hereunder (with respect pursuant to each Selling Stockholder, such amount being referred to herein as such Selling Stockholder’s “Net Proceeds”)this Agreement.