Common use of Indemnification of Underwriters by Selling Stockholder Clause in Contracts

Indemnification of Underwriters by Selling Stockholder. The Selling Stockholder will indemnify and hold harmless each Underwriter, its partners, members, directors, officers, employees, agents, affiliates and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each a “Selling Stockholder Indemnified Party”), against any and all losses, claims, damages or liabilities, joint or several, to which such Selling Stockholder Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of any Registration Statement at any time, any Statutory Prospectus as of any time or the Final Prospectus, or arise out of or are based upon the omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each Selling Stockholder Indemnified Party for any legal or other expenses reasonably incurred by such Selling Stockholder Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Selling Stockholder Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Selling Stockholder shall be liable only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission has been made in any part of a Registration Statement, any Statutory Prospectus, or the Final Prospectus in reliance upon and conformity with the Selling Stockholder Information; and provided, further, that the liability of the Selling Stockholder under this subsection shall be limited to an amount equal to the total proceeds (before deducting expenses) from the sale of the Offered Securities hereunder, less any underwriting discounts and commissions received by the Underwriters (the “Total Net Proceeds”).

Indemnification of Underwriters by Selling Stockholder. The Selling Stockholder will indemnify and hold harmless each Underwriter, its partners, members, directors, officers, employees, agents, affiliates and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each a “Selling Stockholder Indemnified Party”), Party against any and all losses, claims, damages or liabilities, joint or several, to which such Selling Stockholder Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of any the Registration Statement at any timeStatement, any Statutory Prospectus as of any time or Prospectus, the Final Prospectus or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each Selling Stockholder Indemnified Party for any legal expenses for one firm of counsel (in addition to one firm of local counsel in each applicable jurisdiction and, in the event of an actual or potential conflict, one additional counsel in each applicable jurisdiction) or other documented expenses reasonably incurred by such Selling Stockholder Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Selling Stockholder Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Selling Stockholder shall will only be liable only in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission has been made in from any part of a Registration Statement, any Statutory Prospectus, or the Final Prospectus such documents in reliance upon and in conformity with written information furnished to the Company by the Selling Stockholder Information; specifically for use therein, it being understood and provided, further, agreed that the liability only such information furnished by any Selling Stockholder consists of the following information: the Selling Stockholder Stockholder’s name and corresponding share amounts set forth in the table of Selling Stockholders in the Registration Statement and Final Prospectus under this subsection shall be limited to an amount equal to the total proceeds (before deducting expenses) from heading “Selling Stockholder” and the sale of the Offered Securities hereunder, less any underwriting discounts and commissions received by the Underwriters (the “Total Net Proceeds”)Selling Stockholder’s address.

Indemnification of Underwriters by Selling Stockholder. The Selling Stockholder will shall indemnify and hold harmless each Underwriter, its partners, membersaffiliates, directors, officers, employees, agents, affiliates employees and selling agents 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 (each a “Selling Stockholder Indemnified Party”)Act, from and against any and all lossesloss, claimsclaim, damages damage or liabilitiesliability, joint or several, or any action in respect thereof (including, but not limited to, any loss, claim, damage, liability or action relating to purchases and sales of Stock), to which such Selling Stockholder Indemnified Party that Underwriter, affiliate, director, officer, employee, selling agent or controlling person may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation Securities Act or otherwise, insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities action arises out of, or is based upon, (or actions in respect thereofi) arise out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in any part of any Preliminary Prospectus, the Registration Statement at any timeStatement, the Prospectus, any Statutory Issuer Free Writing Prospectus or any amendment or supplement thereto or any Permitted Issuer Information, any Marketing Materials, any Blue Sky Application or any “free writing prospectus” (as defined in Rule 405 under the Securities Act) (any such “free writing prospectus” that was prepared by or on behalf of any time the Selling Stockholder or used or referred to by the Final Selling Stockholder in connection with the offering of the Stock in violation of Section 7(a) being referred to as a “Selling Stockholder Free Writing Prospectus, ”); or arise out of or are based upon (ii) the omission or alleged omission of a to state in any Preliminary Prospectus, Registration Statement, the Prospectus, any Issuer Free Writing Prospectus or in any amendment or supplement thereto or in any Permitted Issuer Information, any Marketing Materials, any Blue Sky Application or any Selling Stockholder Free Writing Prospectus, any material fact required to be stated therein or necessary to make the statements therein not misleading, and will shall reimburse each Selling Stockholder Indemnified Party Underwriter, its affiliates, directors, officers, employees and selling agents and each such controlling person promptly upon demand for any legal or other expenses reasonably incurred by such Selling Stockholder Indemnified Party that Underwriter, its affiliates, directors, officers, employees and selling agents or controlling persons in connection with investigating or defending or preparing to defend against any such loss, claim, damage, liability, action, litigation, investigation liability or proceeding whatsoever (whether or not such Selling Stockholder Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above action as such expenses are incurred; provided, however, that the Selling Stockholder shall be liable only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission has been made in any part of a Registration Statement, any Statutory Prospectus, or the Final Prospectus in reliance upon and conformity with the Selling Stockholder Information; and provided, further, that the incurred The aggregate liability of the Selling Stockholder under this subsection Section 10(b) and Section 10(e) or any claim for breach of representations and warranties of the Selling Stockholder contained in Section 2 shall be limited to an amount equal to the total proceeds (aggregate net proceeds, after underwriting discounts but before deducting expenses) from the sale of the Offered Securities hereunder, less any underwriting discounts and commissions expenses received by the Underwriters (Selling Stockholder, from the “Total Net Proceeds”)offering of the shares of the Stock purchased under the Agreement received by the Selling Stockholder. The Selling Stockholder will not be liable in any such case except to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from any Preliminary Prospectus, Registration Statement, the Prospectus, any Issuer Free Writing Prospectus or in any amendment or supplement thereto or in any Permitted Issuer Information, any Marketing Materials, any Blue Sky Application or any Selling Stockholder Free Writing Prospectus in reliance upon and in conformity with the Selling Stockholder Information.

Indemnification of Underwriters by Selling Stockholder. The Selling Stockholder will indemnify indemnify, defend and hold harmless each Underwriter, its partners, members, directors, officers, employees, agents, affiliates and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each a “Selling Stockholder Indemnified Party”), against any and all losses, claims, damages or liabilities, joint or several, to which such Selling Stockholder Indemnified Party Underwriter may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any an untrue statement or alleged untrue statement of any a material fact contained in the Registration Statement, the Prospectus or any part of Issuer Free Writing Prospectus, or any Registration Statement at any time, any Statutory Prospectus as of any time amendment or the Final Prospectussupplement thereto, or arise out of or are based upon the omission or alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein (with respect to the General Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus or any Marketing Materials, in light of the circumstances under which they were made) not misleading, and will reimburse each Selling Stockholder Indemnified Party for any legal or other expenses reasonably incurred by such Selling Stockholder Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Selling Stockholder Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision but only with respect to any of the above as such expenses are incurred; provideduntrue statements or omissions, however, that the Selling Stockholder shall be liable only to the extent that such untrue statement or alleged untrue statement statements or omission or alleged omission has been omissions, made in any part of a Registration Statement, any Statutory Prospectus, or the Final Prospectus in reliance upon and in conformity with the information relating to Selling Stockholder Information; specifically furnished by Selling Stockholder to the Company for use therein, which shall consist solely of the statements set forth under the caption “Principal and provided, further, that Selling Stockholders” in the General Disclosure Package and the Prospectus. The liability of the Selling Stockholder under the indemnity agreement contained in this subsection Section 7(b) shall be limited to an amount equal to the total proceeds (net of underwriting discounts and concessions, but before deducting other expenses) received by the Selling Stockholder from the sale of the Offered Option Securities hereunder, less any underwriting discounts and commissions received sold by the Underwriters (the “Total Net Proceeds”)Selling Stockholder under this Agreement.

Indemnification of Underwriters by Selling Stockholder. The Selling Stockholder will indemnify and hold harmless each Underwriter, its partners, membersaffiliates, directors, officers, employees, agents, affiliates officers and employees and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each each, a “Selling Stockholder Indemnified Party”), from and against any and all losses, claims, damages or liabilities, joint or several, to which such Selling Stockholder Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or and liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of any Registration Statement at any timeincluding, any Statutory Prospectus as of any time or the Final Prospectuswithout limitation, or arise out of or are based upon the omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, reasonable legal fees and will reimburse each Selling Stockholder Indemnified Party for any legal or other expenses reasonably incurred by such Selling Stockholder Indemnified Party in connection with investigating investigating, preparing for or defending against any loss, claim, damage, liability, action, litigation, investigation investigation, suit, action or proceeding whatsoever or any claim asserted (whether or not such Selling Stockholder Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above above, as such fees and expenses are incurred) joint or several, that arise out of, or are based upon, any untrue statement or alleged untrue statement of any material fact contained in the General Disclosure Package (or any amendment or supplement thereto) or any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case except insofar as such losses, claims, damages or liabilities arise out of or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to any Underwriter furnished to the Company in writing by such Underwriter expressly for use therein, it being understood and agreed that the only such information consists of the information described as such in subsection (b) above; provided, however, that (i) the Selling Stockholder Stockholder’s agreement to indemnify and hold harmless hereunder shall be liable only to the extent that apply insofar as such losses, claims, damages, or liabilities arise out of, or are based upon, any untrue statement or alleged untrue statement in or omission or alleged omission has been from any of such document made in any part of a Registration Statement, any Statutory Prospectus, or the Final Prospectus in reliance upon and in conformity with the Selling Stockholder Information; , and provided, further, that (ii) the aggregate amount of each Selling Stockholder’s liability pursuant to this Section 8(g) shall not exceed the aggregate amount of the Selling Stockholder under this subsection shall be limited to an amount equal to the total net proceeds (before deducting expenses) received by the Selling Stockholder from the sale of the Offered its Securities hereunder, less any underwriting discounts and commissions received by the Underwriters (the “Total Net Proceeds”).

Indemnification of Underwriters by Selling Stockholder. The Selling Stockholder will indemnify and hold harmless each Underwriter, its partners, membersaffiliates, directors, officers, employees, agents, affiliates officers and employees and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each each, a “Selling Stockholder Indemnified Party”), from and against any and all losses, claims, damages or liabilities, joint or several, to which such Selling Stockholder Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or and liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of any Registration Statement at any timeincluding, any Statutory Prospectus as of any time or the Final Prospectuswithout limitation, or arise out of or are based upon the omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, reasonable legal fees and will reimburse each Selling Stockholder Indemnified Party for any legal or other expenses reasonably incurred by such Selling Stockholder Indemnified Party in connection with investigating investigating, preparing for or defending against any loss, claim, damage, liability, action, litigation, investigation investigation, suit, action or proceeding whatsoever or any claim asserted (whether or not such Selling Stockholder Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above above, as such fees and expenses are incurred) joint or several, that arise out of, or are based upon, any untrue statement or alleged untrue statement of any material fact contained in the General Disclosure Package (or any amendment or supplement thereto) or any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case except insofar as such losses, claims, damages or liabilities arise out of or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use therein, it being understood and agreed that the only such information consists of the information described as such in subsection (b) above; provided, however, that the Selling Stockholder shall will not be liable only in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission has been made in from any part of a Registration Statement, any Statutory Prospectus, or the Final Prospectus such documents in reliance upon and in conformity with written information furnished to the Selling Stockholder Information; Company by any Underwriter through the Representatives specifically for use therein, it being understood and provided, further, agreed that the liability only such information furnished by any Underwriter consists of the Selling Stockholder under this information described as such in subsection shall be limited to an amount equal to the total proceeds (before deducting expensesb) from the sale of the Offered Securities hereunder, less any underwriting discounts and commissions received by the Underwriters (the “Total Net Proceeds”)above.

Indemnification of Underwriters by Selling Stockholder. The Selling Stockholder will indemnify and hold harmless each Underwriter, its partners, members, directors, officers, employees, agents, affiliates and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each a “Selling Stockholder Indemnified Party”), against any and all losses, claims, damages or liabilities, joint or several, to which such Selling Stockholder Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of any Registration Statement at any time, any Statutory Prospectus as of any time or time, the Final Prospectus or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each Selling Stockholder Indemnified Party for any legal or other expenses reasonably incurred by such Selling Stockholder Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Selling Stockholder Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Selling Stockholder shall be liable subject to such liability only to the extent that such the untrue statement or alleged untrue statement or omission or alleged omission has been made in any part of a Registration Statement, any Statutory Prospectus, or the Final Prospectus in reliance is based upon and conformity with the Selling Stockholder Information; Information and provided, further, that the liability under this subsection of the Selling Stockholder under this subsection shall be limited to an amount equal to the total aggregate gross proceeds (after underwriting commissions and discounts, but before deducting expenses) , to the Selling Stockholder from the sale of the Offered Securities hereunder, less any underwriting discounts and commissions received sold by the Underwriters (the “Total Net Proceeds”)Selling Stockholder hereunder.

Indemnification of Underwriters by Selling Stockholder. The Selling Stockholder will indemnify and hold harmless each Underwriter, its partners, members, directors, officers, employees, agents, affiliates and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each a “Selling Stockholder Indemnified Party”), Party against any and all losses, claims, damages or liabilities, joint or several, to which such Selling Stockholder Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of any Registration Statement at any time, any Statutory Prospectus as of any time or time, the Final Prospectus or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Selling Stockholder for use under the captions “Prospectus Summary—About the Selling Security Holder and the Secondary Offering” and “Principal and Selling Stockholders” in the General Disclosure Package and the Final Prospectus, and will reimburse each Selling Stockholder Indemnified Party for any legal or other expenses reasonably incurred by such Selling Stockholder Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Selling Stockholder Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Selling Stockholder shall Stockholders will not be liable only in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission has been made in from any part of a Registration Statement, any Statutory Prospectus, or the Final Prospectus such documents in reliance upon and in conformity with written information furnished to the Selling Stockholder Information; Company by any Underwriter through the Representatives specifically for use therein, it being understood and provided, further, agreed that the liability only such information furnished by any Underwriter consists of the Selling Stockholder under this information described as such in subsection shall be limited to an amount equal to the total proceeds (before deducting expensesc) from the sale of the Offered Securities hereunder, less any underwriting discounts and commissions received by the Underwriters (the “Total Net Proceeds”)below.

Indemnification of Underwriters by Selling Stockholder. The Selling Stockholder will indemnify and hold harmless each Underwriter, its partners, members, directors, officers, employees, agents, affiliates and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each a “Selling Stockholder Indemnified Party”), Party against any and all losses, claims, damages or liabilities, joint or several, to which such Selling Stockholder Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of any Registration Statement at any time, any Statutory Prospectus as of any time or time, the Final Prospectus, any Issuer Free Writing Prospectus or the General Disclosure Package, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Representatives by or on behalf of such Selling Stockholder specifically for use therein, and will reimburse each Selling Stockholder Indemnified Party for any legal or other expenses reasonably incurred by such Selling Stockholder Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Selling Stockholder Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to based upon any of the above such untrue statement or omission or any such alleged untrue statement or omission as such expenses are incurred; provided, however, that the Selling Stockholder shall be liable only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission has been made in any part of a Registration Statement, any Statutory Prospectus, or the Final Prospectus in reliance upon and conformity with the Selling Stockholder Information; and provided, further, that the . The liability of the such Selling Stockholder under the indemnity agreement contained in this subsection paragraph shall be limited to an amount equal to the total proceeds (before deducting expenses) received by such Selling Stockholder from the sale of Offered Shares in the Offered Securities hereunder, less any public offering (before payment of fees and expenses but after deducting underwriting discounts and commissions received by the Underwriters (the “Total Net Proceeds”commissions).

Indemnification of Underwriters by Selling Stockholder. The Selling Stockholder will indemnify and hold harmless each Underwriter, its partners, members, directors, officers, employees, agents, affiliates and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each a “Selling Stockholder Indemnified Party”), against any and all losses, claims, damages or liabilities, joint or several, to which such Selling Stockholder Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of any Registration Statement at any time, any Statutory Prospectus as of any time or time, the Final Prospectus, any Written Testing-the-Waters Communication or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each Selling Stockholder Indemnified Party for any legal or other expenses reasonably incurred by such Selling Stockholder Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Selling Stockholder Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Selling Stockholder shall will only be liable only in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission has been made in from any part of a Registration Statement, any Statutory Prospectus, or the Final Prospectus such documents in reliance upon and in conformity with written information furnished to the Company by any the Selling Stockholder Information; specifically for use therein, it being understood and provided, further, agreed that the only such information furnished by the Selling Stockholder consists of the following information: the Selling Stockholder’s name, corresponding share amounts, beneficial ownership and address as set forth in the table and related footnotes of Principal and Selling Stockholder in the Registration Statement and Final Prospectus under the heading “Principal and Selling Stockholder”. The liability of the Selling Stockholder under pursuant to this subsection section shall be limited to an amount equal to the total aggregate gross proceeds (after underwriting commissions and discounts, but before deducting expenses) , to the Selling Stockholder from the sale of the Offered Optional Securities hereunder, less any underwriting discounts and commissions received sold by the Underwriters (the “Total Net Proceeds”)Selling Stockholder hereunder.

Indemnification of Underwriters by Selling Stockholder. The Selling Stockholder will indemnify and hold harmless each Underwriter, its partners, members, directors, officers, employees, agents, affiliates and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each a “Selling Stockholder Indemnified Party”)Act, against any and all losses, claims, damages or liabilities, joint or several, to which such Selling Stockholder Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact fact, in the case of any Registration Statement, contained in any part of any Registration Statement at any time, or upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, and in the case of any Statutory Prospectus, the Final Prospectus, any Issuer Free Writing Prospectus or any roadshow, included in any part thereof as of any time or the Final Prospectus, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each Selling Stockholder Indemnified Party for any legal or other expenses reasonably incurred by such Selling Stockholder Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Selling Stockholder Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Selling Stockholder shall will only be liable only in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission has been made in from any part of a Registration Statement, any Statutory Prospectus, or the Final Prospectus such documents in reliance upon and in conformity with written information furnished to the Company by any the Selling Stockholder Information; specifically for use therein, it being understood and provided, further, agreed that the liability of only such information furnished by the Selling Stockholder under this subsection shall be limited to an amount equal to the total proceeds (before deducting expenses) from the sale consists of the Offered Securities hereunder, less any underwriting discounts following information: the Selling Stockholder’s name and commissions received by corresponding share amounts set forth in the Underwriters (table of Principal and Selling Stockholder in the Registration Statement and Final Prospectus under the heading “Total Net Proceeds”)Principal and Selling Stockholder” and the Selling Stockholder’s address.

Indemnification of Underwriters by Selling Stockholder. The Selling Stockholder will indemnify and hold harmless each Underwriter, its partners, members, directors, officers, employees, agents, affiliates and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each a “Selling Stockholder Indemnified Party”), against any and all losses, claims, damages or liabilities, joint or several, to which such Selling Stockholder Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of any Registration Statement at any time, any Statutory Prospectus as of any time or time, the Final Prospectus or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any Preliminary Prospectus, the General Disclosure Package or the Final Prospectus or any such amendment or supplement thereto, or any Issuer Free Writing Prospectus, in reliance upon and in conformity with the Selling Stockholder Information; and will reimburse each Selling Stockholder Indemnified Party for any legal or other expenses reasonably incurred by such Selling Stockholder Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Selling Stockholder Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Selling Stockholder shall be liable only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission has been made in any part of a Registration Statement, any Statutory Prospectus, or the Final Prospectus in reliance upon and conformity with the Selling Stockholder Information; and provided, further, that the . The aggregate liability of the each Selling Stockholder under this subsection Section 8(b) and Section 8(e) or any claim for breach of representations and warranties of such Selling Stockholder contained in Section 2 shall be limited to an amount equal to the total proceeds (aggregate net proceeds, after underwriting discounts but before deducting expenses) expenses received by such Selling Stockholder, from the sale offering of the Offered Securities hereunder, less any underwriting discounts and commissions purchased under the Agreement received by such Selling Stockholder, as set forth in the Underwriters (table on the “Total Net Proceeds”)cover page of the Final Prospectus.

Indemnification of Underwriters by Selling Stockholder. The Selling Stockholder will stockholder shall indemnify and hold harmless each Underwriter, its partners, members, directors, officers, employees, agents, affiliates and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each a “Selling Stockholder Indemnified Party”), against any and all lossesloss, claimsclaim, damages damage, expense or liabilitiesliability whatsoever (or any action, investigation or proceeding in respect thereof), joint or several, to which such Selling Stockholder that Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation Securities Act or otherwise, insofar as such lossesloss, claimsclaim, damages damage, expense, liability, action, investigation or liabilities (or actions in respect thereof) arise proceeding arises out of or are is based upon (i) any untrue statement or alleged untrue statement of any a material fact contained in any part of Preliminary Prospectus, any Issuer Free Writing Prospectus, the Registration Statement at any time, any Statutory Prospectus as of any time or the Final Prospectus, or arise out of in any amendment or are based upon supplement thereto or document incorporated by reference therein or in any Marketing Materials, or (ii) the omission or alleged omission of to state in any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Registration Statement or the Prospectus, or in any amendment or supplement thereto or document incorporated by reference therein, a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse but in each Selling Stockholder Indemnified Party for any legal or other expenses reasonably incurred by such Selling Stockholder Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Selling Stockholder Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Selling Stockholder shall be liable case only to the extent that such the untrue statement or alleged untrue statement or omission or alleged omission has been was made in any part of a Registration Statement, any Statutory Prospectus, or the Final Prospectus in reliance upon and in conformity with the Selling Stockholder Information; , and providedshall reimburse each Underwriter Indemnified Party promptly upon demand for any legal or other expenses reasonably incurred by that Underwriter Indemnified Party in connection with investigating or preparing to defend or defending against or appearing as a third party witness in connection with any such loss, furtherclaim, that damage, liability, action, investigation or proceeding, as such fees and expenses are incurred. The Selling stockholder’s liability under this Section 7(b) shall not exceed the liability of net proceeds received by the Selling Stockholder under this subsection shall be limited to an amount equal to the total proceeds (before deducting expenses) stockholder from the sale of the Offered Securities hereunder, Shares by the Selling stockholder hereunder less any underwriting discounts and commissions received by amounts the Underwriters (the “Total Net Proceeds”)Selling stockholder is obligated to pay under Section 7(e) below.

Indemnification of Underwriters by Selling Stockholder. The Selling Stockholder will indemnify and hold harmless each Underwriter, its partners, members, directors, officers, employees, agents, affiliates and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each a “Selling Stockholder Indemnified Party”), Party against any and all losses, claims, damages or liabilities, joint or several, to which such Selling Stockholder Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of any the Registration Statement at any time, any Statutory Prospectus as of any time or time, the Final Prospectus or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each Selling Stockholder Indemnified Party for any legal or other expenses reasonably incurred by such Selling Stockholder Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Selling Stockholder Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Selling Stockholder shall be liable subject to such liability only to the extent that such the untrue statement or alleged untrue statement or omission or alleged omission has been made in any part of a Registration Statement, any Statutory Prospectus, or the Final Prospectus in reliance is based upon and conformity with the Selling Stockholder Information; Information and provided, further, that the liability under this subsection (b) of the Selling Stockholder under this subsection shall be limited to an amount equal to the total aggregate gross proceeds (after underwriting commissions and discounts, but before deducting expenses) , to the Selling Stockholder from the sale of the Offered Securities hereunder, less any underwriting discounts and commissions received sold by the Underwriters (the “Total Net Proceeds”)Selling Stockholder hereunder.

Indemnification of Underwriters by Selling Stockholder. The Selling Stockholder will indemnify and hold harmless each Underwriter, its partners, members, directors, officers, employees, agents, affiliates and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each a each, an “Selling Stockholder Indemnified Party”), against any and all losses, claims, damages or liabilities, joint or several, to which such Selling Stockholder Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of any Registration Statement at any time, any Statutory Prospectus as of any time or time, the Final Prospectus or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each Selling Stockholder Indemnified Party for any legal or other expenses reasonably incurred by such Selling Stockholder Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Selling Stockholder Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Selling Stockholder shall will not be liable only in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection (c) below; provided further, however, that the Selling Stockholder shall only be subject to such liability to the extent that the untrue statement or alleged untrue statement or omission or alleged omission has been was made in any part of a Registration Statement, any Statutory Prospectus, or the Final Prospectus reliance on and in reliance upon and conformity with written information provided by the Selling Stockholder Informationexpressly for use therein, it being understood that the only such information furnished by the Selling Stockholder consists of the statements relating to the Selling Stockholder under the caption “Principal and Selling Stockholders” in any Registration Statement as of any time, Statutory Prospectus as of any time, the Prospectus or any Issuer Free Writing Prospectus; and provided, provided further, that the liability under this Section 8(b) of the Selling Stockholder under this subsection shall be limited to an amount equal to the total aggregate gross proceeds (after underwriting commissions and discounts, but before deducting expenses) , received by the Selling Stockholder from the sale of the Offered any Optional Securities hereunder, less any underwriting discounts and commissions received by the Underwriters (the “Total Net Proceeds”).

Indemnification of Underwriters by Selling Stockholder. The Selling Stockholder will indemnify and hold harmless each Underwriter, its partners, members, directors, officers, employees, agents, affiliates and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each a “Selling Stockholder Indemnified Party”), Party against any and all losses, claims, damages or liabilities, joint or several, to which such Selling Stockholder Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact fact, in the case of any Registration Statement, contained in any part thereof at any time or upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, and in the case of any Registration Statement at Statutory Prospectus, the Final Prospectus or any timeIssuer Free Writing Prospectus, included in any Statutory Prospectus part thereof as of any time or the Final Prospectus, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each Selling Stockholder Indemnified Party for any legal or other expenses reasonably incurred by such Selling Stockholder Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Selling Stockholder Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Selling Stockholder shall will only be liable only in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission has been made in from any part of a Registration Statement, any Statutory Prospectus, or the Final Prospectus such documents in reliance upon and in conformity with written information furnished to the Company the Selling Stockholder Information; specifically for use therein, it being understood and agreed that the only such information furnished by the Selling Stockholder consists of information in the Final Prospectus under the caption “Selling Stockholder”, provided, further, that the liability of the Selling Stockholder under pursuant to this subsection (b) shall be limited to an amount equal to not exceed the total aggregate net proceeds (after underwriting discounts but before deducting expenses) received by the Selling Stockholder from the sale of Underwriters for the Offered Securities hereunder, less any underwriting discounts and commissions received sold by the Underwriters (the “Total Net Proceeds”)Selling Stockholder hereunder.

Indemnification of Underwriters by Selling Stockholder. The Selling Stockholder will indemnify and hold harmless the Underwriters, each Underwriter, its partners, members, directors, officers, employees, agents, affiliates other Selling Stockholder and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each a “Selling Stockholder other Indemnified Party”), Party against any and all losses, claims, damages or liabilities, joint or several, to which such Selling Stockholder Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (i) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of any the Registration Statement at any time, or arise out of or are based upon the omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein, not misleading or (ii) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Statutory Prospectus as of any time or time, the Final Prospectus or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading, and will reimburse each Selling Stockholder Indemnified Party for any legal or other expenses reasonably incurred by such Selling Stockholder Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Selling Stockholder Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Selling Stockholder foregoing indemnity shall be liable only apply to the extent that any loss, claim, damage, liability or expense arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission has been that is made in any part of a Registration Statement, any Statutory Prospectus, or the Final Prospectus in reliance upon and in conformity with the Selling Stockholder Information; and provided, provided further, that the aggregate liability of the Selling Stockholder under pursuant to this subsection 7(b) shall be limited to an amount equal to not exceed the total net proceeds (before after deducting expensesunderwriting discounts and commissions, but without deducting expenses of the Company or the Selling Stockholder) received by the Selling Stockholder from the sale of the Offered Securities hereunder, less any underwriting discounts and commissions received Shares sold by the Underwriters Selling Stockholder hereunder (the “Total Selling Stockholder Net Proceeds”).

Indemnification of Underwriters by Selling Stockholder. The Selling Stockholder will agrees to indemnify and hold harmless each Underwriter, its partners, members, directors, officers, employees, agents, affiliates Underwriter and each person, if any, who controls such any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the Exchange 1934 Act as follows: (each a “Selling Stockholder Indemnified Party”), i) against any and all lossesloss, claimsliability, damages or liabilitiesclaim, joint or severaldamage and expense whatsoever, to which such Selling Stockholder Indemnified Party may become subjectas incurred, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise arising out of or are based upon any an untrue statement or alleged untrue statement of any a material fact contained in any part of any the Registration Statement at (or any timeamendment thereto), any Statutory Prospectus as of any time or including the Final ProspectusRule 430A Information and the Rule 434 Information, if applicable, or arise out of or are based upon the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each Selling Stockholder Indemnified Party for any legal misleading or other expenses reasonably incurred by such Selling Stockholder Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Selling Stockholder Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement arising out of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Selling Stockholder shall be liable only to the extent that such an untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission has been made in any part therefrom of a Registration Statementmaterial fact necessary in order to make the statements therein, any Statutory Prospectusin the light of the circumstances under which they were made, not misleading, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, contained in the Final Registration Statement (or any amendment thereto), including the Rule 430A Information and the Rule 434 Information, if applicable, or any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Selling Stockholder Information; and provided, further, that the liability Company by or on behalf of the Selling Stockholder under this subsection shall be expressly for use in the Registration Statement (or any amendment thereto) or such preliminary prospectus or the Prospectus (or any amendment or supplement thereto) and such indemnification being limited to an the amount equal to the total of proceeds (before deducting expenses) received from the sale of the Offered Securities hereunder, less any underwriting discounts and commissions received by the Underwriters Underwriters; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the “Total Net Proceeds”extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, if any such settlement is effected with the written consent of the Selling Stockholder; and (iii) against any and all expense whatsoever, as incurred (including fees and disbursements of counsel chosen by the Representatives), reasonably incurred in investigating, preparing or defending against any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission to the extent that any such expense is not paid under subparagraph (i) or (ii) above.

Indemnification of Underwriters by Selling Stockholder. The Selling Stockholder will indemnify and hold harmless each Underwriter, its partners, members, directors, officers, employees, agents, affiliates and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each a “Selling Stockholder Indemnified Party”), Party against any and all losses, claims, damages or liabilities, joint or several, to which such Selling Stockholder Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of any Registration Statement at any time, any Statutory Prospectus as of any time or time, the Final Prospectus or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Statutory Prospectus, the Final Prospectus or any Issuer Free Writing Prospectus or any amendment or supplement thereto, in the light of the circumstances under which they were made) not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by the Selling Stockholder expressly for use therein, it being understood and agreed that the only such information furnished by the Selling Stockholder consists of the Selling Stockholder Information, and will reimburse each Selling Stockholder Indemnified Party for any legal or other expenses reasonably incurred by such Selling Stockholder Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Selling Stockholder Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that (x) the Selling Stockholder indemnification and reimbursement obligations provided for in this Section 9(b) shall be liable only apply to the extent that such untrue statement statements or alleged untrue statement statements or omission omissions or alleged omission has been omissions made in any part of a the Registration Statement, any Statutory Prospectus, or the Final Prospectus or any Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company by the Selling Stockholder expressly for use therein, it being understood and agreed that the only such information furnished by the Selling Stockholder consists of the Selling Stockholder Information; , and provided, further, that the liability of (y) the Selling Stockholder under this subsection shall will not be limited to an amount equal liable in any such case to the total proceeds (before deducting expenses) extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents in reliance upon and in conformity with written information furnished to the sale Company by any Underwriter through Representative specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the Offered Securities hereunder, less any underwriting discounts and commissions received by the Underwriters information described as such in subsection (the “Total Net Proceeds”)c) below.

Indemnification of Underwriters by Selling Stockholder. The Selling Stockholder will indemnify and hold harmless each Underwriter, its partners, members, directors, officers, employees, agents, affiliates and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each a “Selling Stockholder Indemnified Party”), Party against any and all losses, claims, damages or liabilities, joint or several, to which such Selling Stockholder Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of any the Registration Statement at any time, any Statutory Prospectus as of any time or time, the Final Prospectus or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each Selling Stockholder Indemnified Party for any legal or other expenses reasonably incurred by such Selling Stockholder Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Selling Stockholder Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Selling Stockholder shall be liable only to the extent that such the untrue statement or alleged untrue statement or omission or alleged omission has been was made in any part of a the Registration Statement, any Statutory Prospectus, or the Final Prospectus or any Issuer Free Writing Prospectus in reliance upon and in conformity with information relating to the Selling Stockholder Informationfurnished to the Company by or on behalf of the Selling Stockholder expressly for use therein; and provided, further, that the liability under this subsection of the Selling Stockholder under this subsection shall be limited to an amount equal to the total aggregate net proceeds (after underwriting commissions and discounts, but before deducting expenses) , to the Selling Stockholder from the sale of the Offered Securities hereunder, less any underwriting discounts and commissions received sold by the Underwriters (the “Total Net Proceeds”)Selling Stockholder hereunder.

Indemnification of Underwriters by Selling Stockholder. The Selling Stockholder will indemnify and hold harmless each Underwriter, its partners, members, directors, officers, employees, agents, affiliates and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each a “Selling Stockholder Indemnified Party”), Party against any and all losses, claims, damages or liabilities, joint or several, to which such Selling Stockholder Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact fact, in the case of any Registration Statement, contained in any part thereof at any time or upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, and in the case of any Registration Statement at any timeStatutory Prospectus, the Final Prospectus, any Statutory Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication, included in any part thereof as of any time or the Final Prospectus, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each Selling Stockholder Indemnified Party for any legal or other expenses reasonably incurred by such Selling Stockholder Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Selling Stockholder Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Selling Stockholder shall will only be liable only in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission has been made in from any part of a Registration Statement, any Statutory Prospectus, or the Final Prospectus such documents in reliance upon and in conformity with written information furnished to the Company the Selling Stockholder Information; specifically for use therein, it being understood and agreed that the only such information furnished by the Selling Stockholder consists of information in the Final Prospectus under the caption “Selling Stockholder”, provided, further, that the liability of the Selling Stockholder under pursuant to this subsection (b) shall be limited to an amount equal to not exceed the total aggregate net proceeds (after underwriting discounts but before deducting expenses) received by the Selling Stockholder from the sale of Underwriters for the Offered Securities hereunder, less any underwriting discounts and commissions received sold by the Underwriters (the “Total Net Proceeds”)Selling Stockholder hereunder.

Indemnification of Underwriters by Selling Stockholder. The Selling Stockholder will indemnify and hold harmless each Underwriter, its partners, members, directors, officers, employees, agents, affiliates and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each a “Selling Stockholder Indemnified Party”), Party against any and all losses, claims, damages or liabilities, joint or several, to which such Selling Stockholder Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of any Registration Statement at any timeStatement, any Statutory Prospectus as of any time or Prospectus, the Final Prospectus or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each Selling Stockholder Indemnified Party for any legal expenses for one firm of counsel (in addition to one firm of local counsel in each applicable jurisdiction and, in the event of an actual or potential conflict, one additional counsel in each applicable jurisdiction) or other documented expenses reasonably incurred by such Selling Stockholder Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Selling Stockholder Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Selling Stockholder shall will only be liable only in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission has been made in from any part of a Registration Statement, any Statutory Prospectus, or the Final Prospectus such documents in reliance upon and in conformity with written information furnished to the Company by the Selling Stockholder Information; specifically for use therein, it being understood and provided, further, agreed that the liability only such information furnished by any Selling Stockholder consists of the following information: the Selling Stockholder Stockholder’s name and corresponding share amounts set forth in the table of Selling Stockholders in the Registration Statement and Final Prospectus under this subsection shall be limited to an amount equal to the total proceeds (before deducting expenses) from heading “Selling Stockholder” and the sale of the Offered Securities hereunder, less any underwriting discounts and commissions received by the Underwriters (the “Total Net Proceeds”)Selling Stockholder’s address.

Indemnification of Underwriters by Selling Stockholder. The Selling Stockholder will indemnify and hold harmless each Underwriter, its partners, members, directors, officers, employees, agents, affiliates and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each a “Selling Stockholder Indemnified Party”), Party against any and all losses, claims, damages or liabilities, joint or several, to which such Selling Stockholder Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in any part of any Registration Statement at any time, any Statutory Prospectus as of any time or the Final Prospectus, or arise out of or are based upon the omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of any material fact contained in any Statutory Prospectus as of any time, the Final Prospectus or any Issuer Free Writing Prospectus or the omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and will reimburse each Selling Stockholder Indemnified Party for any third-party legal or other documented expenses reasonably incurred by such Selling Stockholder Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Selling Stockholder Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that (i) the Selling Stockholder will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection (c) below and (ii) the Selling Stockholder shall be liable subject to such liability only to the extent that such the untrue statement or alleged untrue statement or omission or alleged omission has been made in any part of a Registration Statement, any Statutory Prospectus, or the Final Prospectus in reliance is based upon and conformity with the Selling Stockholder Information; and provided, further, that the liability of the Selling Stockholder under this subsection Section 8(b) shall be limited to an amount equal to the total aggregate gross proceeds (after underwriting commissions and discounts, but before deducting expenses) , to the Selling Stockholder from the sale of the Offered Securities sold by such Selling Stockholder hereunder, less any underwriting discounts and commissions received by the Underwriters (the “Total Net Proceeds”).

Indemnification of Underwriters by Selling Stockholder. The Selling Stockholder will indemnify and hold harmless each Underwriter, its partners, members, directors, officers, employees, agents, affiliates and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each a “Selling Stockholder each, an "Indemnified Party”"), against any and all losses, claims, damages or liabilities, joint or several, to which such Selling Stockholder Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of any Registration Statement at any time, any Statutory Prospectus as of any time or time, the Final Prospectus or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each Selling Stockholder Indemnified Party for any legal or other expenses reasonably incurred by such Selling Stockholder Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Selling Stockholder Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Selling Stockholder shall be liable only to the extent that such the untrue statement or alleged untrue statement or omission or alleged omission has been was made in any part of a Registration Statement, any Statutory Prospectus, or the Final Prospectus or any Issuer Free Writing Prospectus in reliance upon and in conformity with information relating to the Selling Stockholder Informationfurnished to the Company by or on behalf of the Selling Stockholder expressly for use therein; and provided, further, that the liability under this subsection of the Selling Stockholder under this subsection shall be limited to an amount equal to the total aggregate net proceeds (after underwriting commissions and discounts, but before deducting expenses) , to the Selling Stockholder from the sale of the Offered Securities hereunder, less any underwriting discounts and commissions received sold by the Underwriters (the “Total Net Proceeds”)Selling Stockholder hereunder.

Indemnification of Underwriters by Selling Stockholder. The Selling Stockholder will indemnify and hold harmless each Underwriter, its partners, members, directors, officers, employees, agents, affiliates and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each a each, an “Selling Stockholder Indemnified Party”), against any and all losses, claims, damages or liabilities, joint or several, to which such Selling Stockholder Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of any the Registration Statement at any time, any Statutory Prospectus as of any time or time, the Final Prospectus or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each Selling Stockholder Indemnified Party for any legal or other expenses reasonably incurred by such Selling Stockholder Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Selling Stockholder Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Selling Stockholder shall be liable only to the extent that such the untrue statement or alleged untrue statement or omission or alleged omission has been was made in any part of a the Registration Statement, any Statutory Prospectus, or the Final Prospectus or any Issuer Free Writing Prospectus in reliance upon and in conformity with information relating to the Selling Stockholder Informationfurnished to the Company by or on behalf of the Selling Stockholder expressly for use therein; and provided, further, that the liability under this subsection of the Selling Stockholder under this subsection shall be limited to an amount equal to the total aggregate net proceeds (after underwriting commissions and discounts, but before deducting expenses) , to the Selling Stockholder from the sale of the Offered Securities hereunder, less any underwriting discounts and commissions received sold by the Underwriters (the “Total Net Proceeds”)Selling Stockholder hereunder.