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

Indemnification of Underwriters by Selling Stockholders. Each Selling Stockholder, severally but not jointly, will indemnify and hold harmless each Indemnified Party, against any and all losses, claims, damages or liabilities, joint or several, to which such 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, 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 Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to the above as such expenses are incurred; provided, however, that such Selling Stockholder shall be subject to such liability only to the extent that the untrue statement or alleged untrue statement or omission or alleged omission is made in reliance upon and in conformity with the Selling Stockholder Information or contained in a representation or warranty given by such Selling Stockholder in this Agreement or the Custody Agreement and provided, further, that the liability under this subsection of each Selling Stockholder shall be limited to an amount equal to the aggregate gross proceeds after underwriting commissions and discounts, but before expenses, to such Selling Stockholder from the sale of Securities sold by such Selling Stockholder hereunder.

Indemnification of Underwriters by Selling Stockholders. Each The Selling StockholderStockholders, severally but and not jointly, 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 fact, in the case of any Registration Statement, contained in any part of any Registration Statement thereof at any time, any Statutory Prospectus as of any time, the Final Prospectus time 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 in the case of any Statutory Prospectus, the Final Prospectus or any Issuer Free Writing Prospectus as of any time, included in any part thereof as of any time or upon the omission or alleged omission of a material fact necessary to make the statements 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 the above as such expenses are incurred; provided, however, that the Selling Stockholders will only be liable in any such Selling Stockholder shall be subject to such liability only case to the extent that the 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 is made from any of such documents in reliance upon and in conformity with written information furnished to the Company by any such Selling Stockholder specifically for use therein, it being understood and agreed that the only such information furnished by any Selling Stockholder consists of the following information: each Selling Stockholder’s name and corresponding share amounts set forth in the table of Selling Securityholders in the Registration Statement and Final Prospectus under the heading “Selling Stockholders” and each Selling Stockholder’s address and other information with respect to the Selling Stockholder Information or contained (excluding percentages) that appear in a representation or warranty given by the table (and corresponding footnotes) under such heading. The liability of any Selling Stockholder in this Agreement or the Custody Agreement and provided, further, that the liability under pursuant to this subsection of each Selling Stockholder (b) shall be limited to an amount equal to not exceed the aggregate gross total net proceeds after underwriting commissions and discounts, but (before deducting expenses, to ) received by such Selling Stockholder from the sale of the Offered Securities sold by such the Selling Stockholder hereunderhereunder (the “Selling Stockholder Proceeds”).

Indemnification of Underwriters by Selling Stockholders. Each The Selling StockholderStockholders, severally but and not jointly, will indemnify and hold harmless each Indemnified Party, against any and all losses, claims, damages or liabilities, joint or several, to which such 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, 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 prospectus, in light of the circumstances under which they were made) not misleading, and will reimburse each Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to the above as such expenses are incurred; provided, however, that such each Selling Stockholder shall be subject to such liability only to the extent that the untrue statement or alleged untrue statement or omission or alleged omission is made in reliance based upon and in conformity with the applicable Selling Stockholder Information or contained in a representation or warranty given by such Selling Stockholder in this Agreement or the Custody Agreement Information; and provided, further, that the liability under this subsection of each Selling Stockholder shall be limited to an amount equal to the aggregate gross proceeds after underwriting commissions and discounts, but before expenses, to such Selling Stockholder from the sale of Securities sold by such Selling Stockholder hereunderhereunder (with respect to each Selling Stockholder, such amount being referred to herein as such Selling Stockholder’s “Sale Proceeds”).

Indemnification of Underwriters by Selling Stockholders. Each Selling Stockholder, severally but and not jointly, will agrees to indemnify and hold harmless each Indemnified PartyUnderwriter, its Affiliates and selling agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all lossesloss, claimsliability, damages or liabilitiesclaim, joint or several, to which such Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar damage and expense whatsoever as such losses, claims, damages or liabilities (or actions in respect thereof) arise incurred arising out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in any part of any the Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus (or any Issuer Free Writing Prospectusamendment thereto), 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 misleadingmisleading or arising out of any untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus, and will reimburse each Indemnified Party for any legal Issuer Free Writing Prospectus, the General Disclosure Package or other expenses reasonably incurred by such Indemnified Party in connection with investigating the Prospectus (or defending against any loss, claim, damage, liability, action, litigation, investigation amendment or proceeding whatsoever (whether or not such Indemnified Party is a party supplement thereto), or (B) in any Marketing Materials, including any roadshow or investor presentations made to investors by the Company (whether threatened in person or commencedelectronically), and or the omission or alleged omission in connection with any preliminary prospectus, Issuer Free Writing Prospectus, Prospectus or in any Marketing Materials of a material fact necessary in order to make the enforcement statements therein, in the light of this provision with respect to the above as such expenses are incurred; providedcircumstances under which they were made, howevernot misleading, that such Selling Stockholder shall be subject to such liability but only to the extent that the such untrue statement or alleged untrue statement or omission or alleged omission is was made in the Registration Statement (or any amendment thereto) or in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) or in any Marketing Materials in reliance upon and in conformity with the Selling Stockholder Information or contained in a representation or warranty given by such Selling Stockholder in this Agreement or the Custody Agreement and provided, further, that the liability under this subsection of each Selling Stockholder shall be limited to an amount equal to the aggregate gross proceeds after underwriting commissions and discounts, but before expenses, to such Selling Stockholder from the sale of Securities sold by such Selling Stockholder hereunderInformation.

Indemnification of Underwriters by Selling Stockholders. Each Selling Stockholder, severally but and not jointly, will indemnify and hold harmless each Indemnified PartyUnderwriter and each person, if any, who controls each Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and their respective officers, directors, employees, affiliates and selling agents against any and all losses, claims, damages or liabilities, joint or several, to which such Indemnified Party each Underwriter may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation Securities 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 any part of any the Registration Statement at any timeStatement, any Statutory Preliminary Prospectus as of or the Prospectus, or any timeamendment or supplement thereto, the Final Prospectus or any Issuer Free Writing ProspectusProspectus (taken together with the Disclosure Package), 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 not misleadingmisleading (in the case of the Preliminary Prospectus or the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, in the light of the circumstances under which they were made), 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 or the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, or any such amendment or supplement in reliance upon and in conformity with written information relating to such Selling Stockholder furnished to the Company by such Selling Stockholder expressly for use in the preparation of the answers to Item 7 of Form S-3; and will reimburse each Indemnified Party such Underwriter for any legal or other expenses reasonably incurred by such Indemnified Party Underwriter in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation such action or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to the above claim as such expenses are incurred; provided, however, that such Selling Stockholder shall not be subject to liable in any such liability only case to the extent that the any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission is made in the Registration Statement, any Preliminary Prospectus or the Prospectus or any such amendment or supplement in reliance upon and in conformity with written information furnished to the Selling Stockholder Information or contained in a representation or warranty given Company by such Selling Stockholder in this Agreement or the Custody Agreement and Underwriter expressly for use therein; provided, further, that the liability under of a Selling Stockholder pursuant to this subsection (b) shall not exceed the product of each Selling Stockholder shall be limited to an amount equal to (i) the aggregate gross proceeds after underwriting commissions and discounts, but before expenses, to such Selling Stockholder from the sale number of Securities sold by such Selling Stockholder hereunderand (ii) the per share net proceeds to the Selling Stockholder as set forth in the Prospectus.

Indemnification of Underwriters by Selling Stockholders. Each The Selling StockholderStockholders, severally but and not jointly, will indemnify and hold harmless each Indemnified Party, Party against any and all losses, claims, damages or liabilities, joint or several, to which such 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, 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, provided that such untrue statement or alleged untrue statement or omission or alleged omission has been made in reliance upon and in conformity with the Selling Stockholder Information with respect to that Selling Stockholder, and will reimburse each Indemnified Party for any legal or other expenses reasonably incurred by such 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 Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to the above as such expenses are incurred; provided, however, that such Selling Stockholder shall be subject to such liability only to the extent that the untrue statement or alleged untrue statement or omission or alleged omission is made in reliance upon and in conformity with the Selling Stockholder Information or contained in a representation or warranty given by such Selling Stockholder in this Agreement or the Custody Agreement and provided, further, that the liability under this subsection of each Selling Stockholder shall be limited to an amount equal to the aggregate gross proceeds after underwriting commissions (less underwriters’ discounts and discountscommissions, but before other expenses, ) to such Selling Stockholder from the sale of Offered Securities sold by such Selling Stockholder hereunderStockholder.

Indemnification of Underwriters by Selling Stockholders. Each The Selling StockholderStockholders , jointly and severally but not jointly, will shall indemnify and hold harmless each Underwriter 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 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 any Registration Statement at any timePreliminary Prospectus, any Statutory Prospectus as of any time, the Final Prospectus or any Issuer Free Writing Prospectus, any “issuer information” filed or arise out required to be filed pursuant to Rule 433(d) of the Rules and Regulations, the Registration Statement, the Prospectus, or are based in any amendment or supplement thereto or in any Marketing Materials in reliance upon and in conformity with the Selling Stockholder Information, or (ii) the omission or alleged omission to state in any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Rules and Regulations, the Registration Statement or the Prospectus, or in any amendment or supplement thereto, a material fact in reliance upon and in conformity with the Selling Stockholder Information required to be stated therein or necessary to make the statements therein not misleadingmisleading , and will shall reimburse each Underwriter Indemnified Party promptly upon demand for any documented legal fees or other expenses reasonably incurred by such 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, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto)proceeding, whether threatened or commenced, and in connection with the enforcement of this provision with respect to the above as such fees and expenses are incurred; provided, however, that such Selling Stockholder shall . This indemnity agreement is not exclusive and will be subject in addition to such any liability only to the extent that the untrue statement or alleged untrue statement or omission or alleged omission is made in reliance upon and in conformity with which the Selling Stockholder Information or contained in a representation or warranty given by such Selling Stockholder in Stockholders might have under this Agreement or the Custody Agreement otherwise, and provided, further, that the liability shall not limit any rights or remedies which may otherwise be available under this subsection of Agreement, at law or in equity to each Selling Stockholder shall be limited to an amount equal to the aggregate gross proceeds after underwriting commissions and discounts, but before expenses, to such Selling Stockholder from the sale of Securities sold by such Selling Stockholder hereunderUnderwriter Indemnified Party.

Indemnification of Underwriters by Selling Stockholders. Each The Selling StockholderStockholders, severally but and not jointly, will indemnify and hold harmless each Indemnified Party, Party against any and all losses, claims, damages or liabilities, joint or several, to which such 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 any Issuer Free Writing ProspectusProspectus or Testing-the-Waters Communication, 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 Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to the above as such expenses are incurred; provided, however, that such each Selling Stockholder shall will only be subject to liable in any such liability only case to the extent that the 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 is made from any of such documents in reliance upon and in conformity with the written information relating to such Selling Stockholder Information or contained in a representation or warranty given furnished to the Company by such Selling Stockholder expressly for use therein, it being understood and agreed that the only such information furnished by any Selling Stockholder consists of the information relating to such Selling Stockholder under the caption “Principal and Selling Stockholders” in this Agreement any Registration Statement, Statutory Prospectus or the Custody Agreement and Final Prospectus; provided, further, that the liability under this subsection of each Selling Stockholder under this Section 8(b) shall be limited to an amount equal to the aggregate gross proceeds after underwriting commissions discounts and discountscommissions, but before expenses, to such Selling Stockholder from the sale of the Optional Securities sold by such indemnifying Selling Stockholder hereunderpursuant to this Agreement.

Indemnification of Underwriters by Selling Stockholders. Each The Selling StockholderStockholders, severally but not jointlyjointly and severally, 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 Stockholders Indemnified Party”), against any and all losses, claims, damages or liabilities, joint or several, to which such Selling Stockholders 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, 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 Misys specifically for use therein, which information consists of the disclosure identified in Schedule G hereto (the “Selling Stockholder Information”), and will reimburse each Selling Stockholders Indemnified Party for any legal or other expenses reasonably incurred by such Selling Stockholders 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 Stockholders Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to the above as such expenses are incurred; provided, however, that the Selling Stockholders will not be liable in any such Selling Stockholder shall be subject to such liability only case to the extent that the 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 is made 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 specified in subsection (c) below. The liability of the Selling Stockholder Information or Stockholders under the indemnity agreement contained in a representation or warranty given by such Selling Stockholder in this Agreement or the Custody Agreement and provided, further, that the liability under this subsection of each Selling Stockholder (c) shall be limited to an amount equal to the aggregate gross proceeds after underwriting commissions and discounts, but before expenses, price paid to such the Selling Stockholder from the sale Stockholders pursuant to Section 3 of Securities sold by such Selling Stockholder hereunderthis Agreement.

Indemnification of Underwriters by Selling Stockholders. Each Selling Stockholder, severally but and not jointly, will indemnify and hold harmless each Indemnified Party, against any and all losses, claims, damages or liabilities, joint or several, to which such 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, 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 Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to the above as such expenses are incurred; provided, however, that such each Selling Stockholder shall be subject to such liability only to the extent that the untrue statement or alleged untrue statement or omission or alleged omission is was made in reliance upon on and in conformity with the Selling Stockholder Information or contained in a representation or warranty given provided by such Selling Stockholder in this Agreement or the Custody Agreement and provided, further, that the liability under this subsection of each Selling Stockholder shall be limited to an amount equal to the aggregate gross proceeds after deducting underwriting commissions and discounts, but before expenses, to such Selling Stockholder from the sale of Securities sold by such Selling Stockholder hereunderhereunder (the “Selling Stockholder Net Proceeds”).

Indemnification of Underwriters by Selling Stockholders. Each The Selling StockholderStockholders, severally but and not jointly, 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”), 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 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, the Final Prospectus or any Issuer Free Writing Prospectus, or arise out of or are based upon (ii) 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 prospectus, 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, based upon any such untrue statement or omission or alleged untrue statement or omission and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, however that such each Selling Stockholder shall only be subject to liable in any such liability only case to the extent that the any such loss, claim, damage or liability arises out of or is based on an untrue statement or alleged untrue statement in or omission or alleged omission is from any of such documents made in reliance upon and in conformity with the such Selling Stockholder Information or contained in a representation or warranty given provided by such Selling Stockholder in this Agreement or the Custody Agreement Stockholder; and provided, further, further that the liability under this subsection of each Selling Stockholder shall be limited to an amount equal to the aggregate gross net proceeds (after deducting underwriting commissions and discounts, but before deducting expenses), to received by such Selling Stockholder from the sale of Offered Securities sold by such Selling Stockholder hereunder.

Indemnification of Underwriters by Selling Stockholders. Each Selling Stockholder, severally but and not jointly, will indemnify and hold harmless each Indemnified PartyUnderwriter, its Affiliates and each person, if any, who controls either Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act and their respective officers, directors, and employees, against any and all losses, claims, damages or liabilities, joint or several, to which such Indemnified Party Underwriter, control person, officer, director or employee 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 any part of any the Registration Statement at (or any timeamendment thereto), including any Statutory Prospectus as of any timeinformation deemed to be a part thereof pursuant to Rule 430B, the Final Prospectus or any Issuer Free Writing ProspectusProspectus (when taken together with the General Disclosure Package), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), 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 misleadingmisleading in light of the circumstances in which they were made, 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, the General Disclosure Package and the Prospectus, or any such amendment or supplement, in reliance upon and in conformity with written information relating to such Selling Stockholder furnished to the Company by such Selling Stockholder expressly for use in the preparation of the answers to Item 7 of Form S-3; and will reimburse each Indemnified Party Underwriter, control person, officer, director or employee for any legal or other expenses reasonably incurred by such Indemnified Party Underwriter, control person, officer, director or employee in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation such action or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to the above claim as such expenses are incurred; provided, however, that such Selling Stockholder shall not be subject to liable in any such liability only case to the extent that the any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission is 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, any Issuer Free Writing Prospectus (when taken together with the General Disclosure Package), the Prospectus (or any amendment or supplement thereto) or the Marketing Materials in reliance upon and in conformity with the Selling Stockholder Information or contained in a representation or warranty given by such Selling Stockholder in this Agreement or the Custody Agreement and Underwriter Information; provided, further, that the liability under of a Selling Stockholder pursuant to this subsection (b) shall not exceed the product of each Selling Stockholder shall be limited to an amount equal to (i) the aggregate gross proceeds after underwriting commissions and discounts, but before expenses, to such Selling Stockholder from the sale number of Securities shares of Common Stock sold by such Selling Stockholder hereunderand (ii) the per share net proceeds to the Selling Stockholder as set forth in the Prospectus.

Indemnification of Underwriters by Selling Stockholders. Each The Selling Stockholderstockholders, severally but and not jointly, will shall indemnify and hold harmless each Underwriter 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 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 any Registration Statement at any timePreliminary Prospectus, any Statutory Prospectus as of any time, the Final Prospectus or any Issuer Free Writing Prospectus, any "issuer information" filed or arise out required to be filed pursuant to Rule 433(d) of the Rules and Regulations, the Registration Statement, the Prospectus, or are based upon in any amendment or supplement thereto or document incorporated by reference therein or in any Marketing Materials, or (ii) the omission or alleged omission to state in any Preliminary Prospectus, any Issuer Free Writing Prospectus, any "issuer information" filed or required to be filed pursuant to Rule 433(d) of the Rules and Regulations, 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 shall reimburse each Underwriter Indemnified Party promptly upon demand for any legal or other expenses reasonably incurred by such 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, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto)proceeding, whether threatened or commenced, and in connection with the enforcement of this provision with respect to the above as such fees and expenses are incurred; provided, however, that the Selling stockholders shall not be liable in any such Selling Stockholder shall be subject to such liability only case to the extent that the any such loss, claim, damage, expense, liability, action, investigation or proceeding arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission is from any Preliminary Prospectus, the Registration Statement or the Prospectus, or any such amendment or supplement thereto, made in reliance upon and in conformity with written information furnished to the Company through the Representative by or on behalf of any Underwriter specifically for use therein, which information the parties hereto agree is limited to the Underwriter’s Information. This indemnity agreement is not exclusive and will be in addition to any liability which the Selling Stockholder Information or contained in a representation or warranty given by such Selling Stockholder in stockholders might have under this Agreement or the Custody Agreement otherwise, and provided, further, that the liability shall not limit any rights or remedies which may otherwise be available under this subsection of Agreement, at law or in equity to each Selling Stockholder shall be limited to an amount equal to the aggregate gross proceeds after underwriting commissions and discounts, but before expenses, to such Selling Stockholder from the sale of Securities sold by such Selling Stockholder hereunderUnderwriter Indemnified Party.

Indemnification of Underwriters by Selling Stockholders. Each of the Selling StockholderStockholders, severally but and not jointly, will shall indemnify and hold harmless each Underwriter 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 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 any Registration Statement at any timePreliminary Prospectus, any Statutory Prospectus as of any time, the Final Prospectus or any Issuer Free Writing Prospectus, any “issuer information” filed or arise out required to be filed pursuant to Rule 433(d) of the Rules and Regulations, the Registration Statement, the Prospectus, or are based upon in any amendment or supplement thereto or in any Marketing Materials, or (ii) the omission or alleged omission to state in any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Rules and Regulations, 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 Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to the above as such expenses are incurred; provided, however, that such Selling Stockholder shall be subject to such liability case only to the extent that the untrue statement or alleged untrue statement or omission or alleged omission is was made in reliance upon and in conformity with the its Selling Stockholder Information Information, and shall reimburse, pro rata with all other indemnifying parties based on the aggregate number of shares of Stock sold hereunder, each Underwriter Indemnified Party promptly upon demand for any legal or contained other expenses reasonably incurred by that Underwriter Indemnified Party in connection with investigating or preparing to defend or defending against or appearing as a representation third party witness in connection with any such loss, claim, damage, liability, action, investigation or warranty given by proceeding, as such Selling Stockholder in this Agreement or the Custody Agreement fees and provided, further, that the expenses are incurred. The aggregate liability under this subsection Section 7(b) of each Selling Stockholder shall be limited to an amount equal to the aggregate gross proceeds after underwriting commissions and discounts, but before expenses, to such Selling Stockholder from the sale of Securities Shares sold by such Selling Stockholder hereunderhereunder (the “Selling Stockholder Proceeds”).

Indemnification of Underwriters by Selling Stockholders. Each The Selling StockholderStockholders, severally but and not jointly, 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, an “Indemnified Party”), against any and all losses, claims, damages or liabilities, joint or several, to which such 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, 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 Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to the above as such expenses are incurred; provided, however, that such Selling Stockholder shall be subject to such . The aggregate liability only to the extent that the untrue statement or alleged untrue statement or omission or alleged omission is made in reliance upon and in conformity with the Selling Stockholder Information or contained in a representation or warranty given by such Selling Stockholder in this Agreement or the Custody Agreement and provided, further, that the liability under this subsection of each Selling Stockholder under 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 aggregate gross proceeds net proceeds, after underwriting commissions and discounts, discounts but before expenses, to such Selling Stockholder from the sale of Securities sold deducting expenses received by such Selling Stockholder hereunderStockholder, from the offering of the Offered Securities purchased under the Agreement received by such Selling Stockholder, as set forth in the table on the cover page of the Final Prospectus.

Indemnification of Underwriters by Selling Stockholders. Each Selling Stockholder, Stockholder will severally but and not jointly, will jointly indemnify and hold harmless each Indemnified Party, Party against any and all losses, claims, damages or liabilities, joint or several, to which such 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, 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 Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to the above as such expenses are incurred; provided, however, that such each Selling Stockholder shall be subject to such liability liable only to the extent that the such untrue statement or alleged untrue statement or omission or alleged omission is has been made in any part of the Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus or any Issuer Free Writing Prospectus in reliance upon and in conformity with the description of the Selling Stockholder Information and its beneficial ownership of Company securities in the Registration Statement, any Statutory Prospectus or contained in a representation or warranty given any subsequent prospectus approved by such Selling Stockholder in this Agreement or under the Custody Agreement heading “Principal and providedSelling Stockholders”; and, provided further, that the liability under this subsection of each Selling Stockholder shall be limited to an amount equal to the aggregate gross proceeds after underwriting commissions and discounts, but before expensesexpenses (the “Net Proceeds”), to such Selling Stockholder from the sale of Offered Securities sold by such Selling Stockholder hereunder.

Indemnification of Underwriters by Selling Stockholders. Each The Selling StockholderStockholders, severally but and not jointly, will indemnify and hold harmless each Indemnified Party, Party against any and all losses, claims, damages or liabilities, joint or several, to which such 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, the Final Prospectus or any Issuer Free Writing 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 (in the case of any prospectus 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 Representatives by or on behalf of the Selling Stockholder specifically for use therein, it being understood and agreed that the only such information furnished by the Selling Stockholder consists of the information relating to the Selling Stockholder that appears under the caption “Principal and Selling Stockholders” in any Statutory Prospectus or the Final Prospectus, and will reimburse each Indemnified Party for any legal or other expenses reasonably incurred by such 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 Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to the above as such expenses are incurred; provided, however, that the Selling Stockholders will not be liable in any such Selling Stockholder shall be subject to such liability only case to the extent that the 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 is made from any of such documents in reliance upon and in conformity with written information furnished to the Selling Stockholder Information or contained 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 a representation or warranty given by such Selling Stockholder in this Agreement or the Custody Agreement and providedsubsection (c) below; provided further, furtherhowever, that the liability under this subsection of each the Selling Stockholder shall be limited to an amount equal to the aggregate gross net proceeds after underwriting commissions and discounts, but before expenses, to such the Selling Stockholder from the sale of the Offered Securities sold by such the Selling Stockholder hereunder.

Indemnification of Underwriters by Selling Stockholders. Each of the Selling StockholderStockholders, severally but and not jointly, will indemnify and hold harmless each Indemnified Party, against any and all losses, claims, damages or liabilities, joint or several, to which such 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, the Final Prospectus or Prospectus, any Issuer Free Writing ProspectusProspectus or any Written Testing-the-Waters Communication, 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 Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to the above as such expenses are incurred; provided, however, that such Selling Stockholder shall be subject to such the aggregate liability only to the extent that the untrue statement or alleged untrue statement or omission or alleged omission is made in reliance upon and in conformity with the Selling Stockholder Information or contained in a representation or warranty given by such Selling Stockholder in this Agreement or the Custody Agreement and provided, further, that the liability under this subsection of each Selling Stockholder under this Section 8(b) and Section 8(e) shall be limited to an amount equal to the aggregate gross proceeds net proceeds, after deducting underwriting commissions and discounts, discounts but before deducting any other expenses, to received by such Selling Stockholder from the sale of Offered Securities sold hereunder by such Selling Stockholder hereunder(the “Selling Stockholder Proceeds”); provided, further, however, that the Selling Stockholders will only be liable in any 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 such Selling Stockholder specifically for use therein, it being understood and agreed that the only such information furnished by any Selling Stockholder consists of the following information: each Selling Stockholder’s name and corresponding share amounts set forth in the table of Principal and Selling Stockholders in the Registration Statement and Final Prospectus under the heading “Principal and Selling Stockholders” and each Selling Stockholder’s address.

Indemnification of Underwriters by Selling Stockholders. Each Selling StockholderStockholder will, severally but and not jointly, will indemnify and hold harmless each Underwriter, each other Selling Stockholder and each other Indemnified Party, Party against any and all losses, claims, damages or liabilities, joint or several, to which such 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, any Written Testing-the-Waters Communication, 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 Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to the above as such expenses are incurred; provided, however, that such Selling Stockholder the foregoing indemnity shall be subject to such liability only apply to the extent that the 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 that is made in reliance based upon and in conformity with the any Selling Stockholder Information or contained in a representation or warranty given by such Selling Stockholder in this Agreement or the Custody Agreement and provided, Information; provided further, that the aggregate liability under this subsection of each Selling Stockholder pursuant to this subsection 8(b) shall be limited to an amount equal to not exceed the aggregate gross net proceeds (after deducting underwriting commissions discounts and discountscommissions, but before expenses, to without deducting expenses of the Company or the Selling Stockholders) received by such Selling Stockholder from the sale of the Offered Securities sold by such Selling Stockholder hereunderhereunder (the “Selling Stockholder Net Proceeds”).

Indemnification of Underwriters by Selling Stockholders. Each The Selling StockholderStockholders, severally but and not jointly, 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, an “Indemnified Party”), against any and all losses, claims, damages or liabilities, joint or several, to which such 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, the Final Prospectus Prospectus, any Written Testing-the-Waters Communication, any road show presentation 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 Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to the above as such expenses are incurred; provided, however, that the Selling Stockholders will only be liable in any such Selling Stockholder shall be subject to such liability only case to the extent that the 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 is made from any of such documents in reliance upon and in conformity with written information furnished to the Selling Stockholder Information or contained in a representation or warranty given Company by any such Selling Stockholder in this Agreement or the Custody Agreement specifically for use therein, it being understood and provided, further, agreed that the liability under this subsection only such information furnished by any Selling Stockholder consists of the following information: each Selling Stockholder shall be limited to an amount equal to Stockholder’s name and corresponding share amounts set forth in the aggregate gross proceeds after underwriting commissions table of Principal and discounts, but before expenses, to such Selling Stockholder from Shareholders in the sale of Securities sold by such Registration Statement and Final Prospectus under the heading “Principal and Selling Stockholder hereunderStockholders” and each Selling Stockholder’s address.

Indemnification of Underwriters by Selling Stockholders. Each The Selling Stockholderstockholders, severally but and not jointly, will jointly shall indemnify and hold harmless each Underwriter 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 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 any Registration Statement at any time, any Statutory Prospectus as of any timePreliminary Prospectus, the Final Prospectus or any Issuer Free Writing Registration Statement, the Prospectus, or arise out of in any amendment or are based upon supplement thereto or in any Marketing Materials, or (ii) the omission or alleged omission of to state in any Preliminary Prospectus, the Registration Statement or the Prospectus, or in any amendment or supplement thereto, a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse misleading but in each Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to the above as such expenses are incurred; provided, however, that such Selling Stockholder shall be subject to such liability case only to the extent that the untrue statement or alleged untrue statement or omission or alleged omission is was made in reliance upon and in conformity with written information provided to the Company by or on behalf of a Selling stockholder specifically for inclusion therein, and shall 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, claim, damage, liability, action, investigation or proceeding, as such fees and expenses are incurred. This indemnity agreement is not exclusive and will be in addition to any liability which the Selling Stockholder Information or contained in a representation or warranty given by such Selling Stockholder in stockholders might have under this Agreement or the Custody Agreement otherwise, and provided, further, that the liability shall not limit any rights or remedies which may otherwise be available under this subsection of Agreement, at law or in equity to each Selling Stockholder shall be limited to an amount equal to the aggregate gross proceeds after underwriting commissions and discounts, but before expenses, to such Selling Stockholder from the sale of Securities sold by such Selling Stockholder hereunderUnderwriter Indemnified Party.

Indemnification of Underwriters by Selling Stockholders. Each The Selling StockholderStockholders, severally but and not jointly, will indemnify and hold harmless each Indemnified Party, Party against any and all losses, claims, damages or liabilities, joint or several, to which such 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, 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 Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to the above as such expenses are incurred; provided, however, that the Selling Stockholders will only be liable in any such Selling Stockholder shall be subject to such liability only case to the extent that the 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 is made from any of such documents in reliance upon and in conformity with the Selling Stockholder Information or contained in a representation or warranty given furnished to the Company by any such Selling Stockholder in this Agreement or the Custody Agreement and provided, further, that the liability under this subsection of each Selling Stockholder shall be limited to an amount equal to the aggregate gross proceeds after underwriting commissions and discounts, but before expenses, to such Selling Stockholder from the sale of Securities sold by such Selling Stockholder hereunderspecifically for use therein.

Indemnification of Underwriters by Selling Stockholders. Each The Selling StockholderStockholders, severally but and not jointly, 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, an “Indemnified Party”), against any and all losses, claims, damages or liabilities, joint or several, to which such 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 at any 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 Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to the above as such expenses are incurred; provided, however, that such a Selling Stockholder shall be subject to such liability only to the extent that the untrue statement or alleged untrue statement or omission or alleged omission is made in reliance based upon and in conformity with the Selling Stockholder Information or contained in a representation or warranty given by such Selling Stockholder in this Agreement or the Custody Agreement and provided, further, that the liability under this subsection of each Selling Stockholder shall be limited to an amount equal to the aggregate gross proceeds after underwriting commissions and discounts, but before expenses, to such Selling Stockholder from the sale of Offered Securities sold by such Selling Stockholder hereunder.

Indemnification of Underwriters by Selling Stockholders. Each The Selling StockholderStockholders, severally but not jointly, will indemnify and hold harmless each Indemnified Party, Party against any and all losses, claims, damages or liabilities, joint or several, to which such 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, 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 Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to the above as such expenses are incurred; provided, however, that the Selling Stockholders will not be liable in any such Selling Stockholder shall be subject to such liability only case to the extent that the 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 is made 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 provided further, that each Selling Stockholder will be liable in any such case to the extent, but only 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 on and in conformity with the Selling Stockholder Information or contained in a representation or warranty given by such Selling Stockholder in this Agreement or the Custody Agreement and provided, Information; provided further, that the liability under of a Selling Stockholder pursuant to this subsection of each Selling Stockholder (b) shall be limited to an amount equal to not exceed the aggregate gross proceeds received after underwriting commissions and discounts, but before expenses, to such Selling Stockholder from the sale of Offered Securities sold by such Selling Stockholder hereunderpursuant to this Agreement (with respect to each Selling Stockholder, such amount being referred to herein as such Selling Stockholder's "Net Proceeds").

Indemnification of Underwriters by Selling Stockholders. Each Selling Stockholder, severally but not jointly, Stockholder will indemnify and hold harmless each Indemnified Party, Party against any and all losses, claims, damages or liabilities, joint or several, to which such 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, 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 Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such 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 such Selling Stockholder shall be subject to such liability only to the extent that the untrue statement or alleged untrue statement or omission or alleged omission is made in reliance based upon and in conformity with the Selling Stockholder Information or contained in a representation or warranty given by such Selling Stockholder in this Agreement or the Custody Agreement and provided, further, that the liability under this subsection (b) of each such Selling Stockholder shall be limited to an amount equal to the aggregate gross proceeds after underwriting commissions and discounts, but before expenses, to such Selling Stockholder from the sale of the Offered Securities sold by such Selling Stockholder hereunder.

Indemnification of Underwriters by Selling Stockholders. Each of the Selling StockholderStockholders severally, severally but and not jointly, 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, an “Indemnified Party”), against any and all losses, claims, damages or liabilities, joint or several, to which such 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, the Final Prospectus or any Issuer Free Writing ProspectusProspectus taken together with the General Disclosure Package, 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, misleading and will reimburse each Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to the above as such expenses are incurred; provided, however, that such (i) each Selling Stockholder shall be subject to such liability only to the extent that the untrue statement or alleged untrue statement or omission or alleged omission is made in reliance upon and in conformity with the Selling Stockholder Information or contained in a representation or warranty given by such Selling Stockholder in this Agreement or the Custody Agreement to which it is a party; and provided, further, that (ii) the liability under this subsection of each Selling Stockholder shall be limited to an amount equal to the aggregate gross proceeds (after underwriting commissions deducting the underwriters’ commission and discounts, discount but before deducting expenses, ) to such Selling Stockholder from the sale of Securities sold by such Selling Stockholder hereunder.

Indemnification of Underwriters by Selling Stockholders. Each WS Selling Stockholder severally and jointly with the other WS Selling Stockholders, each AlpInvest Selling Stockholder severally and jointly with the other AlpInvest Selling Stockholder, each Norwest Selling Stockholder severally but and jointly with the other Norwest Selling Stockholder, and each other Selling Stockholder severally and not jointly, will indemnify and hold harmless each Indemnified Party, Party against any and all losses, claims, damages or liabilities, joint or several, to which such 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 Registration Statement at any timetime 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, 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 Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to the above as such expenses are incurred, in each case promptly upon receipt of an invoice regarding such expense; provided, however, that such a Selling Stockholder shall be subject to such liability only to the extent that the untrue statement or alleged untrue statement or omission or alleged omission is made in reliance based upon and in conformity with the Selling Stockholder Information or contained in a representation or warranty given information provided by such Selling Stockholder, it being understood and agreed that the only such information provided by any Selling Stockholder consists of the following information in this Agreement or the Custody Agreement Final Prospectus furnished on behalf of each Selling Stockholder: the information relating to such Selling Stockholder under the caption “Principal and Selling Stockholders”; provided, further, that the liability under this subsection Section 8(b) of each Selling Stockholder shall be limited to an amount equal to the aggregate gross proceeds after underwriting commissions and discounts, but before expenses, to such Selling Stockholder from the sale of Securities sold by such Selling Stockholder hereunder.

Indemnification of Underwriters by Selling Stockholders. Each of the Selling Stockholder, Stockholders severally but not jointlyin proportion to the number of Firm Securities to be sold by such Selling Stockholder hereunder, will indemnify and hold harmless each Indemnified Party, Party against any and all losses, claims, damages or liabilities, joint or several, to which such 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, the Final Prospectus 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 Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to the above as such expenses are incurred; provided, however, that the Selling Stockholders will only be liable in any such Selling Stockholder shall be subject to such liability only case to the extent that the 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 is made from any of such documents in reliance upon and in conformity with written information furnished to the Company by any such Selling Stockholder specifically for use therein, it being understood and agreed that the only such information furnished by any Selling Stockholder consists of the Selling Stockholder Information or contained in Information. Notwithstanding the foregoing provisions, the liability of a representation or warranty given by such Selling Stockholder in this Agreement or the Custody Agreement and provided, further, that the liability under pursuant to this subsection of each Selling Stockholder (b) shall be limited in the aggregate to an amount equal to the aggregate gross proceeds after Purchase Price (less underwriting discounts and commissions and discounts, but before deducting expenses, to such Selling Stockholder from ) of the sale of Firm Securities sold by such Selling Stockholder hereunderunder this Agreement less any amounts that such Selling Stockholder is obligated to pay under subsection (e) below.

Indemnification of Underwriters by Selling Stockholders. Each The Selling StockholderStockholders, severally but not jointlyjointly and severally, 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 Stockholders Indemnified Party”), against any and all losses, claims, damages or liabilities, joint or several, to which such Selling Stockholders 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, 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 Misys specifically for use therein, which information consists of the disclosure identified in Schedule E hereto (the “Selling Stockholder Information”), and will reimburse each Selling Stockholders Indemnified Party for any legal or other expenses reasonably incurred by such Selling Stockholders 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 Stockholders Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to the above as such expenses are incurred; provided, however, that the Selling Stockholders will not be liable in any such Selling Stockholder shall be subject to such liability only case to the extent that the 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 is made 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 specified in subsection (c) below. The liability of the Selling Stockholder Information or Stockholders under the indemnity agreement contained in a representation or warranty given by such Selling Stockholder in this Agreement or the Custody Agreement and provided, further, that the liability under this subsection of each Selling Stockholder (c) shall be limited to an amount equal to the aggregate gross proceeds after underwriting commissions and discounts, but before expenses, price paid to such the Selling Stockholder from the sale Stockholders pursuant to Section 3 of Securities sold by such Selling Stockholder hereunderthis Agreement.

Indemnification of Underwriters by Selling Stockholders. Each The Selling Stockholder, severally but not jointly, Stockholders will indemnify and hold harmless each Indemnified Party, Party against any and all losses, claims, damages or liabilities, joint or several, to which such 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, 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 Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to the above as such expenses are incurred; provided, however, that the Selling Stockholders 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; provided further, however, that (i) each Non-Solera Selling Stockholder shall be subject to such liability only to the extent that the untrue statement or alleged untrue statement or omission or alleged omission is made in reliance based upon and in conformity with the Non-Solera Selling Stockholder Information furnished by or contained in a representation or warranty given by on behalf of such Non-Solera Selling Stockholder in this Agreement or the Custody Agreement and provided, further, that (ii) the liability under this subsection of each Selling Stockholder pursuant to this subsection (b) shall be limited to an amount equal to the aggregate gross proceeds after underwriting commissions and discounts, but before expenses, to such Selling Stockholder from the sale of Offered Securities sold by such Selling Stockholder hereunderhereunder (with respect to each Selling Stockholder, such amount being referred to herein as such Selling Stockholder’s “Net Proceeds”). The obligations of the Selling Stockholders set forth in this Section 8(b) shall be several and not joint; provided, however, that such obligations of the Solera Selling Stockholders shall be joint and several between each such Solera Selling Stockholder.

Indemnification of Underwriters by Selling Stockholders. Each The Selling StockholderStockholders, severally but and not jointly, will indemnify and hold harmless each Indemnified Party, Party against any and all losses, claims, damages or liabilities, joint or several, to which such 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, the Final Prospectus or Prospectus, any Issuer Free Writing ProspectusProspectus 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 Indemnified Party for any legal or other expenses reasonably incurred by such 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 Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to the above based upon any such untrue statement or omission or any such alleged untrue statement or omission as such expenses are incurred; provided, however, that . The liability of such Selling Stockholder shall be subject to such liability only to under the extent that the untrue statement or alleged untrue statement or omission or alleged omission is made in reliance upon and in conformity with the Selling Stockholder Information or indemnity agreement contained in a representation or warranty given by such Selling Stockholder in this Agreement or the Custody Agreement and provided, further, that the liability under this subsection of each Selling Stockholder paragraph shall be limited to an amount equal to the aggregate gross proceeds after underwriting commissions and discounts, but before expenses, to received by such Selling Stockholder from the sale of Securities sold by such Selling Stockholder hereunderOffered Shares in the public offering (before payment of fees and expenses but after deducting underwriting discounts and commissions).

Indemnification of Underwriters by Selling Stockholders. Each The Selling StockholderStockholders severally, severally but and not jointly, will indemnify and hold harmless each Indemnified Party, Party against any and all losses, claims, damages or liabilities, joint or several, to which such 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, the Final Prospectus or any Issuer Free Writing Prospectus, 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 not misleading, and will reimburse each Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to the above as such expenses are incurred; provided, however, that such the Selling Stockholder shall Stockholders, other than the Management Selling Stockholders listed on Schedule D, will only be subject to such liability only liable, in any case, to the extent that the 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 is made from any of such documents in reliance upon and in conformity with written information furnished to the Selling Stockholder Information or contained in a representation or warranty given Company by such Selling Stockholder specifically for use therein, it being understood and agreed that the only such information is the information related to such Selling Stockholder as set forth in this Agreement or the Custody Agreement preliminary prospectus distributed to investors and provided, the Final Prospectus under the heading “Principal and Selling Stockholders”; and provided further, that the liability under this subsection aggregate amount of each such Selling Stockholder Stockholder’s liability pursuant to this Section 8(b) shall be limited to an amount equal to not exceed the aggregate gross amount of net proceeds (after deducting underwriting commissions discounts and discounts, commission but before deducting expenses, to ) received by such Selling Stockholder from the sale of its Offered Securities sold by such hereunder. Provided further, that no Selling Stockholder hereunderwill 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.

Indemnification of Underwriters by Selling Stockholders. Each The Selling StockholderStockholders, severally but and not jointly, will indemnify and hold harmless each Indemnified Party, Party against any and all losses, claims, damages or liabilities, joint or several, to which such 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, 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 Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to the above as such expenses are incurred; provided, however, that such (1) each Selling Stockholder Stockholder’s indemnity in this paragraph shall be subject to such liability apply only to the extent that the untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents is made in reliance upon and in conformity with information relating to such Selling Stockholder furnished to the Company in writing by such Selling Stockholder expressly for use in the Registration Statement, the General Disclosure Package, the Final Prospectus or any amendment or supplement thereto, it being understood and agreed that the only such information furnished by any Selling Stockholder consists of the Selling Stockholder Information or contained in a representation or warranty given by such Selling Stockholder in this Agreement or the Custody Agreement and provided, further, that (2) the liability under this subsection of each Selling Stockholder shall be limited to an amount equal to the aggregate gross proceeds after underwriting commissions discounts and discountscommissions, but before expenses, to such Selling Stockholder from the sale of the Offered Securities sold by such indemnifying Selling Stockholder hereunderpursuant to this Agreement.

Indemnification of Underwriters by Selling Stockholders. Each The Selling StockholderStockholders, severally but not jointlyseverally, will indemnify and hold harmless each Indemnified Party, Party against any and all losses, claims, damages or liabilities, joint or several, to which such 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, 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 Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to the above as such expenses are incurred; provided, however, that such a Selling Stockholder shall be subject to such liability only to the extent that the untrue statement or alleged untrue statement or omission or alleged omission is made based upon information provided by a Selling Stockholder to the Company for use in reliance upon the Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus or any Issuer Free Writing Prospectus, and in conformity with provided, further, that, for purposes of this Agreement, the parties hereto agree that the only information furnished to the Company by the Selling Stockholder Information or contained Stockholders is the information set forth in a representation or warranty given by such the section entitled “Selling Stockholder in this Agreement or the Custody Agreement Stockholders” and provided, further, that the liability under this subsection of each the Selling Stockholder Stockholders shall be limited to an amount equal to the aggregate gross proceeds after underwriting commissions and discounts, but before expenses, to such the Selling Stockholder Stockholders from the sale of Securities sold by such the Selling Stockholder Stockholders hereunder.

Indemnification of Underwriters by Selling Stockholders. Each Selling StockholderStockholder will, severally but and not jointly, will indemnify indemnify, defend and hold harmless each Indemnified Party, Underwriter against any and all losses, claims, damages or liabilities, joint or several, to which such 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 any part of any the Registration Statement at any time, any Statutory Prospectus as of any timeStatement, the Final Prospectus or any Issuer Free Writing Prospectus, or any amendment or supplement 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 not misleading, and will reimburse each Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to the above as such expenses are incurred; providedGeneral Disclosure Package, howeverthe Prospectus, that such Selling Stockholder shall be subject any Issuer Free Writing Prospectus or any Marketing Materials, in light of the circumstances under which they were made) not misleading, but only with respect to such liability only to the extent that the untrue statement statements or omissions, or alleged untrue statement statements or omission or alleged omission is omissions, made in reliance upon and in conformity with the information relating to such Selling Stockholder Information or contained in a representation or warranty given specifically furnished by such Selling Stockholder to the Company for use therein, which shall consist solely of the statements set forth under the caption “Principal and Selling Stockholders” in this Agreement or the Custody Agreement General Disclosure Package and provided, further, that the Prospectus. The liability under this subsection of each Selling Stockholder under the indemnity agreement contained in this Section 7(b) shall be limited to an amount equal to the aggregate gross proceeds after (net of underwriting commissions discounts and discountsconcessions, but before deducting other expenses, to such ) received by the Selling Stockholder from the sale of the Option Securities sold by such Selling Stockholder hereunderunder this Agreement.

Indemnification of Underwriters by Selling Stockholders. Each The Selling StockholderStockholders, severally but and not jointly, will indemnify and hold harmless each Indemnified Party, Party against any and all losses, claims, damages or liabilities, joint or several, to which such 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, 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 Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to the above as such expenses are incurred; provided, however, that the Selling Stockholders will only be liable in any such Selling Stockholder shall be subject to such liability only case to the extent that the 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 is made from any of such documents in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Selling Stockholder Information or contained any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the information appearing on the table in a representation or warranty given the section entitled “Principal and Selling Stockholders” and in the footnotes related to such information pertaining to such Selling Stockholder constitute the only information concerning such Selling Stockholder furnished in writing to the Company by such Selling Stockholder for inclusion in this Agreement or the Custody Agreement Registration Statement and Final Prospectus; provided, further, that the liability under this subsection of each any Selling Stockholder shall be limited to an amount equal to the aggregate gross proceeds after underwriting commissions and discounts, but before expenses, to such Selling Stockholder from the sale of Offered Securities sold by such Selling Stockholder hereunder.

Indemnification of Underwriters by Selling Stockholders. (i) Each Selling Stockholder, severally but and not jointly, will agrees to indemnify and hold harmless each Indemnified PartyUnderwriter, against their respective Affiliates and selling agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act to the extent and all losses, claims, damages or liabilities, joint or several, to which such Indemnified Party may become subject, under in the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities manner set forth in clauses (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, 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 Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party theretoa)(1)(i), whether threatened or commenced, (ii) and (iii) above and in connection with the enforcement of this provision with respect to the above as such expenses are incurredSection 6(e); provided, however, that that, notwithstanding any other provisions herein, the liability of any Selling Stockholder under Section 6 and 7 hereof shall not exceed the product of the number of Securities sold by such Selling Stockholder and the public offering price of the Securities as set forth in the Prospectus; provided further, however, that in the case of any Selling Stockholder this indemnity agreement shall be subject only apply to any loss, liability, claim, damage or expense if such liability only to the extent that the loss, liability, claim, damage or expense arises out of any untrue statement or omission or alleged untrue statement or omission or alleged omission is made in reliance upon and in conformity with the Selling Stockholder Information or contained in a representation or warranty given by information relating to such Selling Stockholder furnished in this Agreement writing by or on behalf of such Selling Stockholder for use in the Registration Statement (or any amendment thereto), or any preliminary prospectus or the Custody Agreement and providedProspectus (or any amendment or supplement thereto) or any Free Writing Prospectus, further, in each case relating specifically to the Common Stock to be sold by that the liability under this subsection of each Selling Stockholder (in the case of NASD such information shall be limited to an amount equal information as set forth in the NASD Letter); and (ii) NASD agrees to indemnify and hold harmless each Underwriter, their respective Affiliates and selling agents and each person, if any, who controls any Underwriter within the aggregate gross proceeds meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act from and against any and all loss, liability, claim, damage and expense (including, without limitation, any legal or other expenses reasonably incurred in connection with defending, investigating or settling any such action or claim) caused by the failure of any Invitee to pay for and accept delivery of Reserved Securities which have been orally confirmed for purchase by any Invitee by the end of the first business day after underwriting commissions and discounts, but before expenses, to such Selling Stockholder from the sale date of Securities sold by such Selling Stockholder hereunderthe Agreement.

Indemnification of Underwriters by Selling Stockholders. Each Selling Stockholder, Stockholder will severally but and not jointly, will jointly indemnify and hold harmless each Indemnified Party, Party against any and all losses, claims, damages or liabilities, joint or several, to which such 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, 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 Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to the above as such expenses are incurred; provided, however, that such each Selling Stockholder shall be subject to such liability liable only to the extent that the such untrue statement or alleged untrue statement or omission or alleged omission is has been made in any part of any Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus or any Issuer Free Writing Prospectus in reliance upon and in conformity with the description of the Selling Stockholder Information and its beneficial ownership of Company securities in the Initial Registration Statement or contained in a representation or warranty given any subsequent prospectus approved by such Selling Stockholder in this Agreement or under the Custody Agreement heading “Principal and providedSelling Stockholders”; and, provided further, that the liability under this subsection of each Selling Stockholder shall be limited to an amount equal to the aggregate gross proceeds after underwriting commissions and discounts, but before expensesexpenses (the “Net Proceeds”), to such Selling Stockholder from the sale of Securities Offered Securities, Firm Warrants and/or Optional Warrants sold by such Selling Stockholder hereunder.

Indemnification of Underwriters by Selling Stockholders. Each The Selling Stockholder, Stockholders will severally but and not jointly, will jointly indemnify and hold harmless each Indemnified Party, against any and all losses, claims, damages or liabilities, joint or several, to which such 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, (i) any Statutory Prospectus as of any time, the Final Prospectus or Prospectus, any Issuer Free Writing ProspectusProspectus or any Written Testing-the-Waters Communication, 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 light of the circumstances under which they were made, and (ii) any 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, and will reimburse each Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to the above as such expenses are incurred; provided, however, that such a Selling Stockholder shall be subject to such liability only to the extent that the untrue statement or alleged untrue statement or omission or alleged omission is made in reliance based upon and in conformity with the information provided by such Selling Stockholder Information for use in the Registration Statement, Statutory Prospectus, Final Prospectus, any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication, which information we understand to be the information relating to such Selling Stockholder included under the heading “Security Ownership of Certain Beneficial Owners, Management and Selling Stockholders,” or contained in a representation or warranty given by such Selling Stockholder in this Agreement or the Custody Agreement Agreement; and provided, further, that the liability under this subsection of each Selling Stockholder shall be limited to an amount equal to the aggregate gross proceeds after underwriting commissions and discounts, but before expenses, to such Selling Stockholder from the sale of Securities sold by such Selling Stockholder hereunder.

Indemnification of Underwriters by Selling Stockholders. Each The Selling StockholderStockholders, severally but severally, and not jointly, will indemnify and hold harmless each Indemnified Party, against any and all losses, claims, damages or liabilities, joint or several, to which such 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, 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 Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to the above as such expenses are incurred; 20 provided, however, that such a Selling Stockholder shall be subject to such liability only to the extent that the untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents is made in reliance upon and in conformity with the Selling Stockholder Information or contained in a representation or warranty given written information provided by such Selling Stockholder specifically for use therein, it being understood and agreed that the only such information furnished by any Selling Stockholder consists of the following information in this Agreement the Final Prospectus furnished on behalf of each Selling Stockholder: the information relating to such Selling Stockholder under the caption “Principal and Selling Stockholders” in any Statutory Prospectus or the Custody Agreement and provided, further, Final Prospectus; provided further that the liability under this subsection of each Selling Stockholder shall be limited to an amount equal to the aggregate gross proceeds after underwriting commissions discounts and discountscommissions, but before expenses, to such Selling Stockholder from the sale of the Offered Securities sold by such indemnifying Selling Stockholder hereunderStockholder.

Indemnification of Underwriters by Selling Stockholders. Each The Selling StockholderStockholders, severally but and not jointly, will indemnify and hold harmless each Indemnified Party, Party against any and all losses, claims, damages or liabilities, joint or several, to which such 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, 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 Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to the above as such expenses are incurred; provided, however, that (i) the Selling Stockholders will not be liable in any such Selling Stockholder shall be subject to such liability only case to the extent that the 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 is made 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, (ii) no Selling Stockholder Information shall be responsible, either pursuant to this Section 8(b) or contained for contribution pursuant to Section 8(e) for losses, damages, expenses, liabilities or claims arising out or based upon information other than such Selling Stockholder’s Selling Stockholder Information, and (iii) in a representation any event, no Selling Stockholder shall be responsible in the aggregate, pursuant to this Section 8(b) or warranty given Section 8(e), for losses, damages, expenses, liabilities or claims for an amount in excess of the aggregate net proceeds received by such Selling Stockholder in this Agreement or the Custody Agreement and provided, further, that the liability under this subsection of each Selling Stockholder shall be limited to an amount equal with respect to the aggregate gross proceeds after underwriting commissions and discounts, but before expenses, to such Selling Stockholder from the sale of Offered Securities sold by such Selling Stockholder hereunderto the Underwriters pursuant hereto after deduction of underwriting commissions and discounts but before out-of-pocket expenses (“Net Proceeds”).

Indemnification of Underwriters by Selling Stockholders. Each Selling Stockholder, Stockholder will severally but and not jointly, will jointly indemnify and hold harmless each Indemnified Party, Party against any and all losses, claims, damages or liabilities, joint or several, to which such 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, 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 Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to the above as such expenses are incurred; provided, however, that such each Selling Stockholder shall be subject to such liability liable only to the extent that the such untrue statement or alleged untrue statement or omission or alleged omission is has been made in any part of any Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus or any Issuer Free Writing Prospectus in reliance upon and in conformity with the description of the Selling Stockholder Information and its beneficial ownership of Company securities in the Initial Registration Statement or contained in a representation or warranty given any subsequent prospectus approved by such Selling Stockholder in this Agreement or under the Custody Agreement heading “Principal and providedSelling Stockholders”; and, provided further, that the liability under this subsection of each Selling Stockholder shall be limited to an amount equal to the aggregate gross proceeds after underwriting commissions and discounts, but before expensesexpenses (the “Net Proceeds”), to such Selling Stockholder from the sale of Offered Securities sold by such Selling Stockholder hereunder.

Indemnification of Underwriters by Selling Stockholders. Each WS Selling Stockholder, Stockholder severally but not jointlyand jointly with the other WS Selling Stockholders, will indemnify and hold harmless each Indemnified Party, Party against any and all losses, claims, damages or liabilities, joint or several, to which such 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 Registration Statement at any timetime 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, 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 Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to the above as such expenses are incurred, in each case promptly upon receipt of an invoice regarding such expense; provided, however, that such a Selling Stockholder shall be subject to such liability only to the extent that the untrue statement or alleged untrue statement or omission or alleged omission is made in reliance based upon and in conformity with the Selling Stockholder Information or contained in a representation or warranty given information provided by such Selling Stockholder, it being understood and agreed that the only such information provided by any Selling Stockholder consists of the following information in this Agreement or the Custody Agreement Final Prospectus furnished on behalf of each Selling Stockholder: the information relating to such Selling Stockholder under the caption “Principal and Selling Stockholders”; provided, further, that the liability under this subsection Section 8(b) of each Selling Stockholder shall be limited to an amount equal to the aggregate gross proceeds after underwriting commissions and discounts, but before expenses, to such Selling Stockholder from the sale of Securities sold by such Selling Stockholder hereunder.

Indemnification of Underwriters by Selling Stockholders. Each of the Selling StockholderStockholders, severally but and not jointly, will agrees to indemnify and hold harmless each Indemnified PartyUnderwriter, its Affiliates, its selling agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, 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 Indemnified Party 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 any Registration Statement at any timePreliminary Prospectus, any Statutory Prospectus as of any time, the Final Prospectus or any Issuer Free Writing Prospectus, any “issuer information” filed or arise out required to be filed pursuant to Rule 433(d) of the Rules and Regulations, the Registration Statement, the Prospectus, or are based upon in any amendment or supplement thereto or in any Marketing Materials, or (ii) the omission or alleged omission to state in any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Rules and Regulations, 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 Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to the above as such expenses are incurred; provided, however, that such Selling Stockholder shall be subject to such liability case only to the extent that the untrue statement or alleged untrue statement or omission or alleged omission is was made in reliance upon and in conformity with the its Selling Stockholder Information Information, and shall reimburse, pro rata with all other indemnifying parties based on the aggregate number of shares of Stock sold hereunder, each such party promptly upon demand for any legal or contained other expenses reasonably incurred by that party in connection with investigating or preparing to defend or defending against or appearing as a representation third party witness in connection with any such loss, claim, damage, liability, action, investigation or warranty given by proceeding, as such Selling Stockholder in this Agreement or the Custody Agreement fees and provided, further, that the expenses are incurred. The aggregate liability under this subsection Section of each Selling Stockholder shall be limited to an amount equal to the aggregate gross proceeds after underwriting commissions and discounts, but before expenses, to such Selling Stockholder from the sale of Securities sold by such Selling Stockholder hereunder.

Indemnification of Underwriters by Selling Stockholders. Each Selling Stockholder, severally but not jointly, Stockholder will indemnify and hold harmless each Indemnified Party, Party against any and all losses, claims, damages or liabilities, joint or several, to which such 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 Registration Statement at any timetime 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, the Final Prospectus or Prospectus, any Issuer Free Writing ProspectusProspectus or any “road show” used in connection with the offering, 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 Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to the above as such expenses are incurred; provided, however, that such Selling Stockholder (i) this Section 8(b) shall be subject to such liability apply only to the extent that the untrue statement or alleged untrue statement or omission or alleged omission is made in reliance based upon and in conformity with the Selling Stockholder Information or contained in a representation or warranty given by such Selling Stockholder in this Agreement or the Custody Agreement and provided, further, that (ii) the liability under this subsection of each Selling Stockholder pursuant to this subsection (b) shall be limited to an amount equal to the aggregate gross proceeds after underwriting commissions and discounts, but before expenses, to such Selling Stockholder from the sale of Offered Securities sold by such Selling Stockholder hereunderhereunder (with respect to each Selling Stockholder, such amount being referred to herein as such Selling Stockholder’s “Net Proceeds”). The obligations of the Selling Stockholders set forth in this Section 8(b) shall be several and not joint; provided, however, that (x) such obligations of [•] (collectively, the “Xxxxxxxx Selling Stockholders”) shall be joint and several between each such Xxxxxxxx Selling Stockholder and (y) such obligations of [•] (collectively, the “Xxxx Selling Stockholders”) shall be joint and several between each such Xxxx Selling Stockholder.

Indemnification of Underwriters by Selling Stockholders. Each Selling StockholderStockholder will, severally but and not jointly, will indemnify indemnify, defend and hold harmless each Indemnified Party, Underwriter against any and all losses, claims, damages or liabilities, joint or several, to which such Indemnified Party Underwriter may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation Securities 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 any part of any the Registration Statement at any time, any Statutory Prospectus as of any timeStatement, the Final Prospectus or any Issuer Free Writing Prospectus, or any amendment or supplement 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 not misleading, and will reimburse each Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to the above as such expenses are incurred; providedGeneral Disclosure Package, howeverthe Prospectus, that such Selling Stockholder shall be subject any Issuer Free Writing Prospectus or any Marketing Materials, in light of the circumstances under which they were made) not misleading, but only with respect to such liability only to the extent that the untrue statement statements or omissions, or alleged untrue statement statements or omission or alleged omission is omissions, made in reliance upon and in conformity with the information relating to such Selling Stockholder Information or contained in a representation or warranty given specifically furnished by such Selling Stockholder to the Company for use therein, which shall consist solely of the statements set forth under the caption “Principal and Selling Stockholders” in this Agreement or the Custody Agreement General Disclosure Package and provided, further, that the Prospectus. The liability under this subsection of each Selling Stockholder under the indemnity agreement contained in this Section 7(b) shall be limited to an amount equal to the aggregate gross proceeds after (net of underwriting commissions discounts and discountsconcessions, but before deducting other expenses, to such ) received by the Selling Stockholder from the sale of the Option Securities sold by such Selling Stockholder hereunderunder this Agreement.

Indemnification of Underwriters by Selling Stockholders. Each Selling Stockholder, severally but and not jointly, will indemnify and hold harmless each Indemnified Party, Party against any and all losses, claims, damages or liabilities, joint or several, to which such 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, 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, misleading and will reimburse each Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to the above as such expenses are incurred; provided, however, that the Selling Stockholders 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 Representative 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, that a Selling Stockholder shall only be subject to such liability only to the extent that the untrue statement or alleged untrue statement or omission or alleged omission is made in reliance based upon and in conformity with the Selling Stockholder Provided Information or contained in a representation or warranty given by such Selling Stockholder in this Agreement or the Custody Agreement Agreement; and provided, further, that the liability under this subsection of each Selling Stockholder shall be limited to an amount equal to the aggregate gross proceeds after underwriting commissions and discounts, but before expenses, to such Selling Stockholder from the sale of Offered Securities sold by such Selling Stockholder hereunder.

Indemnification of Underwriters by Selling Stockholders. Each The Selling StockholderStockholders, severally but and not jointly, will indemnify and hold harmless each Indemnified Party, Party against any and all losses, claims, damages or liabilities, joint or several, to which such 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, the Final Prospectus or Prospectus, any Issuer Free Writing ProspectusProspectus or any Written Testing-the-Waters Communication, 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 Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such 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 such each Selling Stockholder shall be subject to such liability liable only to the extent that the such untrue statement or alleged untrue statement or omission or alleged omission is has been made in the Registration Statement, any Statutory Prospectus, the Final Prospectus, any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication in reliance upon and in conformity with the Selling Stockholder Information or contained in a representation or warranty given provided by such Selling Stockholder in this Agreement or the Custody Agreement and Stockholder; provided, further, that the liability under this subsection (b) of each Selling Stockholder shall be limited to an amount equal to the aggregate gross proceeds after underwriting commissions and discounts, but before expenses, to such Selling Stockholder from the sale of Securities sold by such Selling Stockholder hereunderhereunder (the “Selling Stockholder Net Proceeds”).

Indemnification of Underwriters by Selling Stockholders. Each The Selling StockholderStockholders, severally but and not jointly, 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 “Stockholder Indemnified Party”), against any and all losses, claims, damages or liabilities, joint or several, to which such 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, 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 Stockholder Indemnified Party for any legal or other expenses reasonably incurred by such Stockholder Indemnified Party in connection with investigating investigating, preparing or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Stockholder Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to the above as such expenses are incurred; provided, however, that such each Selling Stockholder shall be subject to such liability liable only to the extent that the such untrue statement or alleged untrue statement or omission or alleged omission is has been made in the Registration Statement, any Statutory Prospectus, the Final Prospectus or any Issuer Free Writing Prospectus in reliance upon and in conformity with the Selling Stockholder Information or contained in a representation or warranty given provided by such Selling Stockholder, it being understood and agreed that the only such information so furnished by such Selling Stockholder consists of (i) the legal name, address and the number of Securities owned by such Selling Stockholder, (ii) the other information (excluding percentages) with respect to such Selling Stockholder which appear in this Agreement the table (and corresponding footnotes) under the caption “Selling Stockholders” in the Initial Registration Statement, the Additional Registration Statement (if any), the Final Prospectus and the General Disclosure Package and (iii) the information with respect to such Selling Stockholder (if any) or an affiliate of such Selling Stockholder which appears under the Custody Agreement caption “Executive Officers and Directors” in the Initial Registration Statement, the Additional Registration Statement (if any), the Final Prospectus and the General Disclosure Package; provided, further, that the liability under this subsection of each Selling Stockholder shall be limited to an amount equal to the aggregate gross proceeds after underwriting commissions and discounts, but before expenses, to such Selling Stockholder from the sale of Securities sold by such Selling Stockholder hereunderhereunder (the “Selling Stockholder Net Proceeds”); provided, further, that the Selling Stockholders 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.

Indemnification of Underwriters by Selling Stockholders. Each The Selling StockholderStockholders, severally but and not jointly, 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, an "Indemnified Party"), against any and all losses, claims, damages or liabilities, joint or several, to which such 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, 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 Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to the above as such expenses are incurred; provided, however, that with respect to a Non-Management Selling Stockholder, such Non-Management Selling Stockholder shall be subject to such liability only to the extent that the untrue statement or alleged untrue statement or omission or alleged omission is made in reliance based upon and in conformity with the written information provided by such Non-Management Selling Stockholder Information or contained in a representation or warranty given by such Non-Management Selling Stockholder in this Agreement or the Custody Agreement and provided, further, that the liability under this subsection of each a Selling Stockholder shall be limited to an amount equal to the aggregate gross proceeds after underwriting commissions and discounts, but before expenses, to such Selling Stockholder from the sale of Securities sold by such Selling Stockholder hereunder.

Indemnification of Underwriters by Selling Stockholders. Each Selling Stockholder, severally but not jointly, Stockholder will indemnify and hold harmless each Indemnified Party, Party against any and all losses, claims, damages or liabilities, joint or several, to which such 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 Registration Statement at any timetime 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, the Final Prospectus or Prospectus, any Issuer Free Writing ProspectusProspectus or any “road show” used in connection with the offering, 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 Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to the above as such expenses are incurred; provided, however, that such Selling Stockholder (i) this Section 8(b) shall be subject to such liability apply only to the extent that the untrue statement or alleged untrue statement or omission or alleged omission is made in reliance based upon and in conformity with the Selling Stockholder Information or contained in a representation or warranty given by such Selling Stockholder in this Agreement or the Custody Agreement and provided, further, that (ii) the liability under this subsection of each Selling Stockholder pursuant to this subsection (b) shall be limited to an amount equal to the aggregate gross proceeds after underwriting commissions and discounts, but before expenses, to such Selling Stockholder from the sale of Offered Securities sold by such Selling Stockholder hereunderhereunder (with respect to each Selling Stockholder, such amount being referred to herein as such Selling Stockholder’s “Net Proceeds”). The obligations of the Selling Stockholders set forth in this Section 8(b) shall be several and not joint; provided, however, that [(x) such obligations of the Xxxxxx X. Xxxxxxxx Revocable Trust, The 2007 Xxxxxxxx Family GST Trust u/t/a/ 6/1/2007, the JH GST Trust u/t/a 5/1/2007, the Xxxxxxx Xxxxxxxx 2013 Irrevocable Exempt Trust for Xxxxx X. Xxxxxxxxxx and the Xxxxxxx Xxxxxxxx 2013 Irrevocable Exempt Trust for Xxxxxxxx X. Xxxxxxxx (collectively, the “Xxxxxxxx Selling Stockholders”) shall be joint and several between each such Xxxxxxxx Selling Stockholder and (y) such obligations of Xxxxxxx Xxxx and The Xxxx Family GST Trust (together, the “Xxxx Selling Stockholders”) shall be joint and several between each such Xxxx Selling Stockholder.]

Indemnification of Underwriters by Selling Stockholders. Each Selling Stockholder, severally but and not jointly, in proportion to the number of Offered Securities to be sold by such Selling Stockholder hereunder, will indemnify and hold harmless each Indemnified Party, Party against any and all losses, claims, damages or liabilities, joint or several, to which such 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, the Final Prospectus or 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 in order 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 the Selling Stockholder Information, and will reimburse each Indemnified Party for any reasonable and documented legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating investigating, preparing or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such 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 such Selling Stockholder shall be subject to such liability only to the extent that the untrue statement or alleged untrue statement or omission or alleged omission is made in reliance upon and in conformity with the Selling Stockholder Information or contained in a representation or warranty given by such Selling Stockholder in this Agreement or the Custody Agreement and provided, further, that the liability under this subsection of each Selling Stockholder under this Section 8(b) and Section 8(e) below shall be limited to an amount equal to the aggregate gross proceeds after underwriting commissions and discounts, but before expenses, to such Selling Stockholder from the sale of Offered Securities sold by such Selling Stockholder hereunder.

Indemnification of Underwriters by Selling Stockholders. Each The Selling StockholderStockholders, severally but severally, and not jointly, will indemnify and hold harmless each Underwriter, its partners, members, directors, officers, employees, agents, affiliates and each person, if any, who controls each Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, an “Indemnified Party”), against any and all losses, claims, damages or liabilities, joint or several, to which such 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, 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 Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to the above as such expenses are incurred; provided, however, that the Selling Stockholders will not be liable in any such Selling Stockholder shall be subject to such liability only case to the extent that the 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 is made from any of such documents in reliance upon and in conformity with written information furnished to the Selling Stockholder Information or contained 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 a representation or warranty given by such Selling Stockholder in this Agreement or the Custody Agreement subsection (c) below; and provided, further, that (i) a Selling Stockholder other than the Management Selling Stockholder will be liable only 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 based upon written information furnished to the Company by such Selling Stockholder, and (ii) the liability under of a Selling Stockholder pursuant to this subsection of each Selling Stockholder (b) shall be limited to an amount equal to not exceed the aggregate gross proceeds received after underwriting commissions and discounts, but before expenses, to such Selling Stockholder from the sale of Offered Securities sold by such Selling Stockholder hereunderpursuant to this Agreement.

Indemnification of Underwriters by Selling Stockholders. Each Selling Stockholder, severally but and not jointly, will agrees to indemnify and hold harmless each Indemnified PartyUnderwriter, against its Affiliates and selling agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act to the extent and all losses, claims, damages or liabilities, joint or several, to which such Indemnified Party may become subject, under in the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities manner set forth in clauses (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, 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 Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party theretoa)(i), whether threatened or commenced, (ii) and in connection with the enforcement of this provision with respect to the above as such expenses are incurred(iii) above; provided, however, provided that such each Selling Stockholder shall be subject to such liability liable only to the extent that the such untrue statement or alleged untrue statement or omission or alleged omission is has been made in the Registration Statement, any preliminary prospectus, the General Disclosure Package, the Prospectus (or any amendment or supplement thereto) or any Issuer Free Writing Prospectus in reliance upon and in conformity with the Selling Stockholder Information or contained in a representation or warranty given by such Selling Stockholder in this Agreement or the Custody Agreement and Information; provided, further, that the liability under this subsection of each Selling Stockholder shall be limited to an amount equal to the aggregate gross proceeds (after deducting underwriting commissions and discounts, discounts but before expenses), to such Selling Stockholder from the sale of Securities sold by such Selling Stockholder hereunder; provided, however, that no Selling Stockholder shall 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 or omission or alleged omission made in the Registration Statement, any preliminary prospectus, the General Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus in reliance upon and in conformity with the Underwriter Information.

Indemnification of Underwriters by Selling Stockholders. Each Selling StockholderStockholder will, severally but and not jointly, will indemnify and hold harmless each Indemnified Party, Party against any and all losses, claims, damages or liabilities, joint or several, to which such 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, the Final Prospectus or any Issuer Free Writing Prospectus, or any Written Testing-the-Waters Communication, 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 Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to the above as such expenses are incurred; provided, however, that such a Selling Stockholder shall be subject to such liability only to the extent that the untrue statement or alleged untrue statement or omission or alleged omission is made in reliance based upon and in conformity with the information provided by such Selling Stockholder Information or contained in a representation or warranty given by such Selling Stockholder in this Agreement or the Custody Agreement and provided, further, that the liability under this subsection of each Selling Stockholder shall be limited to an amount equal to the aggregate gross proceeds after underwriting commissions and discounts, but before expenses, to such Selling Stockholder from the sale of Securities sold by such Selling Stockholder hereunder.

Indemnification of Underwriters by Selling Stockholders. Each The Quantum Selling Stockholders, jointly and severally as between the Quantum Selling Stockholders and severally and not jointly with respect to the Holdings Selling Stockholder, and the Holdings Selling Stockholder severally but and not jointlyjointly with respect to the Quantum Selling Stockholders, 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, an “Indemnified Party”), against any and all losses, claims, damages or liabilities, joint or several, to which such 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 timetime or arise out of or are based upon the omission of any material fact required to be stated in the Registration Statement or necessary to make the statements in the Registration Statement not misleading, or are based upon any untrue statement of a material fact necessary in order to make the statements, in light of the circumstance under which they were made, not misleading in any Statutory Prospectus as of any 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 any Statutory Prospectus, the Final Prospectus or any Issuer Free Writing Prospectus, in light of the circumstances under which they were made, not misleading, and will reimburse each Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to the above as such expenses are incurred; provided, howeverhowever that (i) the Quantum Selling Stockholders shall be subject to such liability only to the extent that the untrue statement or alleged untrue statement or omission or alleged omission is based upon information provided by the Quantum Selling Stockholders, it being understood and agreed that the only such information furnished by the Quantum Selling Stockholder consists of the following information in the Final Prospectus furnished on behalf of the Quantum Selling Stockholders: the legal name, address and the number of shares of Securities owned by such Quantum Selling Stockholders, and the other information with respect to such Quantum Selling Stockholders (excluding percentages) which appears in the table (and corresponding footnotes) under the caption “Principal and Selling Stockholders,” and (ii) the Holdings Selling Stockholder shall be subject to such liability only to the extent that the untrue statement or alleged untrue statement or omission or alleged omission is made in reliance based upon information provided by the Holdings Selling Stockholder, it being understood and in conformity with agreed that the only such information furnished by the Holdings Selling Stockholder Information or contained consists of the following information in a representation or warranty given the Final Prospectus furnished on behalf of the Holdings Selling Stockholder: the legal name, address and the number of shares of Securities owned by such Holdings Selling Stockholder, and the other information with respect to such Holdings Selling Stockholder (excluding percentages) which appears in this Agreement or the Custody Agreement table (and provided, further, that corresponding footnotes) under the caption “Principal and Selling Stockholders,” and (iii) the liability under this subsection of each Selling Stockholder shall be limited to an amount equal to the aggregate gross proceeds after underwriting commissions and discounts, but before expenses, to such Selling Stockholder from the sale of Securities sold by such Selling Stockholder hereunder.

Indemnification of Underwriters by Selling Stockholders. Each of the Selling StockholderStockholders, severally but and not jointly, will indemnify and hold harmless each Indemnified Party, against any and all losses, claims, damages or liabilities, joint or several, to which such 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, 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 Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to the above as such expenses are incurred; provided, however, that such Selling Stockholder shall be subject to such liability only to the extent that the untrue statement or alleged untrue statement or omission or alleged omission is was made in reliance upon and in conformity with the Selling Stockholder Information or contained in a representation or warranty given by such Selling Stockholder in this Agreement or the Custody Agreement Information; and provided, further, that the liability under this subsection of each such Selling Stockholder shall be limited to an amount equal to the aggregate gross proceeds after underwriting commissions and discounts, but before expenses, to such Selling Stockholder from the sale of Securities sold by such Selling Stockholder hereunder.

Indemnification of Underwriters by Selling Stockholders. Each The Selling Stockholder, severally but not jointly, Stockholders will indemnify and hold harmless each Indemnified Party, Party against any and all losses, claims, damages or liabilities, joint or several, to which such 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, the Final Prospectus or Prospectus, any Issuer Free Writing ProspectusProspectus or any Testing-the-Waters Writing, 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 Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to the above as such expenses are incurred; provided, however, that the Selling Stockholders will not be liable in any such Selling Stockholder shall be subject to such liability only case to the extent that the 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 is made from any of such documents in reliance upon and in conformity with written information furnished to the Selling Stockholder Information or contained 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 a representation or warranty given by such Selling Stockholder in this Agreement or the Custody Agreement and providedsubsection (c) below; provided further, furtherhowever, that the liability under this subsection of each Selling Stockholder pursuant to this subsection (b) shall be limited to an amount equal to the aggregate gross proceeds after underwriting commissions and discounts, but before expenses, to such Selling Stockholder from the sale of Offered Securities sold by such Selling Stockholder hereunderhereunder (with respect to each Selling Stockholder, such amount being referred to herein as such Selling Stockholder’s “Net Proceeds”). The obligations of the Selling Stockholders set forth in this Section 8(b) shall be joint and several.

Indemnification of Underwriters by Selling Stockholders. Each The Selling StockholderStockholders, severally but and not jointly, 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 “Stockholder Indemnified Party”), against any and all losses, claims, damages or liabilities, joint or several, to which such 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, 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 Stockholder Indemnified Party for any legal or other expenses reasonably incurred by such Stockholder Indemnified Party in connection with investigating investigating, preparing or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Stockholder Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to the above as such expenses are incurred; provided, however, that such each Selling Stockholder shall be subject to such liability liable only to the extent that the such untrue statement or alleged untrue statement or omission or alleged omission is has been made in the Registration Statement, any Statutory Prospectus, the Final Prospectus or any Issuer Free Writing Prospectus in reliance upon and in conformity with the Selling Stockholder Information or contained in a representation or warranty given provided by such Selling Stockholder in this Agreement or the Custody Agreement and Stockholder; provided, further, that the liability under this subsection of each Selling Stockholder shall be limited to an amount equal to the aggregate gross proceeds after underwriting commissions and discounts, but before expenses, to such Selling Stockholder from the sale of Securities sold by such Selling Stockholder hereunderhereunder (the “Selling Stockholder Net Proceeds”); provided, further, that the Selling Stockholders 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.

Indemnification of Underwriters by Selling Stockholders. Each The Selling StockholderStockholders, severally but and not jointly, will indemnify and hold harmless each Indemnified Party, Party against any and all losses, claims, damages or liabilities, joint or several, to which such 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, the Final Prospectus or any Issuer Free Writing Prospectus, 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 not misleading, and will reimburse each Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to the above as such expenses are incurred; provided, however, that such each Selling Stockholder shall will only be subject to such liability only liable, in any case, to the extent that the 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 is made from any of such documents in reliance upon and in conformity with written information furnished to the Selling Stockholder Information or contained in a representation or warranty given Company by such Selling Stockholder specifically for use therein, it being understood and agreed that the only such information is the Selling Stockholder Information; provided, further, that the Selling Stockholders will not be liable in this Agreement 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 Custody Agreement 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, that the liability under this subsection of each Selling Stockholder shall be limited to an amount equal to the aggregate gross proceeds after underwriting commissions and discounts, but before expensesexpenses being borne by such Selling Stockholder, if any, to such Selling Stockholder from the sale of Securities sold by such Selling Stockholder hereunder.

Indemnification of Underwriters by Selling Stockholders. Each Selling Stockholder, severally but and not jointly, will indemnify and hold harmless each Indemnified PartyUnderwriter and each person, if any, who controls each Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and their respective officers, directors, employees, affiliates and selling agents against any and all losses, claims, damages or liabilities, joint or several, to which such Indemnified Party Underwriter may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation Securities 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 any part of any the Registration Statement at any timeStatement, any Statutory Preliminary Prospectus as of or the Prospectus, or any timeamendment or supplement thereto, the Final Prospectus or any Issuer Free Writing ProspectusProspectus (taken together with the Disclosure Package), 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 not misleadingmisleading (in the case of the Preliminary Prospectus or the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, in the light of the circumstances under which they were made), 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 or the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, or any such amendment or supplement in reliance upon and in conformity with written information relating to such Selling Stockholder furnished to the Company by such Selling Stockholder expressly for use in the preparation of the answers to Item 7 of Form S-3; and will reimburse each Indemnified Party such Underwriter for any legal or other expenses reasonably incurred by such Indemnified Party Underwriter in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation such action or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to the above claim as such expenses are incurred; provided, however, that such Selling Stockholder shall not be subject to liable in any such liability only case to the extent that the any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission is made in the Registration Statement, any Preliminary Prospectus or the Prospectus or any such amendment or supplement in reliance upon and in conformity with written information furnished to the Selling Stockholder Information or contained in a representation or warranty given Company by such Selling Stockholder in this Agreement or the Custody Agreement and Underwriters expressly for use therein; provided, further, that the liability under of a Selling Stockholder pursuant to this subsection (b) shall not exceed the product of each Selling Stockholder shall be limited to an amount equal to (i) the aggregate gross proceeds after underwriting commissions and discounts, but before expenses, to such Selling Stockholder from the sale number of Securities sold by such Selling Stockholder hereunderand (ii) the per share net proceeds to the Selling Stockholder as set forth in the Prospectus.

Indemnification of Underwriters by Selling Stockholders. Each The Selling StockholderStockholders, severally but not jointly, will indemnify and hold harmless each Indemnified Party, against any and all losses, claims, damages or liabilities, joint or several, to which such 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 timeProspectus, 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 Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to the above as such expenses are incurred; provided, however, that the Selling Stockholders will not be liable in any such Selling Stockholder shall be subject to such liability only 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 provided further that the Selling Stockholders will only be liable in any such case to the extent that such untrue statement or alleged untrue statement or omission or alleged omission is was made in reliance upon and in conformity with the Selling Stockholder Information or contained in a representation or warranty given by such Selling Stockholder in this Agreement or the Custody Agreement Information; and provided, further, provided further that the liability under this subsection of each Selling Stockholder pursuant to this subsection (b) shall be limited to an amount equal to not exceed the aggregate gross proceeds after from the offering (before deducting underwriting discounts, commissions and discounts, but before expenses, to such Selling Stockholder from the sale of Securities sold ) received by such Selling Stockholder hereunderStockholder.

Indemnification of Underwriters by Selling Stockholders. Each Selling StockholderStockholder will, severally but and not jointly, will indemnify and hold harmless each Underwriter, each other Selling Stockholder and each other Indemnified Party, Party against any and all losses, claims, damages or liabilities, joint or several, to which such 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 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, any Written Testing-the-Waters Communication, 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 Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to the above as such expenses are incurred; provided, however, that such Selling Stockholder the foregoing indemnity shall be subject to such liability only apply to the extent that the 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 that is made in reliance based upon and in conformity with the any Selling Stockholder Information or contained in a representation or warranty given by such Selling Stockholder in this Agreement or the Custody Agreement and provided, Information; provided further, that the aggregate liability under this subsection of each Selling Stockholder pursuant to this subsection 8(b) shall be limited to an amount equal to not exceed the aggregate gross net proceeds (after deducting underwriting commissions discounts and discountscommissions, but before expenses, to without deducting expenses of the Company or the Selling Stockholders) received by such Selling Stockholder from the sale of the Offered Securities sold by such Selling Stockholder hereunderhereunder (the “Selling Stockholder Net Proceeds”).

Indemnification of Underwriters by Selling Stockholders. Each The Selling StockholderStockholders, severally but not jointlyjointly and severally, will indemnify and hold harmless each an Indemnified Party, against any and all losses, claims, damages or liabilities, joint or several, to which such 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, 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 Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to the above as such expenses are incurred; provided, however, that the Selling Stockholders will only be liable in any such Selling Stockholder shall be subject to such liability only case to the extent that the 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 is made from any of such documents in reliance upon and in conformity with written information furnished to the Selling Stockholder Information or contained in a representation or warranty given Company by any such Selling Stockholder in this Agreement or the Custody Agreement specifically for use therein, it being understood and provided, further, agreed that the liability under this subsection only such information furnished by any Selling Stockholder consists of the following information: each Selling Stockholder shall be limited to an amount equal to Stockholder’s name and corresponding share amounts set forth in the aggregate gross proceeds after underwriting commissions table of Principal and discounts, but before expenses, to such Selling Stockholder from Shareholders in the sale of Securities sold by such Registration Statement and Final Prospectus under the heading “Principal and Selling Stockholder hereunderShareholders” and each Selling Stockholder’s address.

Indemnification of Underwriters by Selling Stockholders. Each The Selling StockholderStockholders, severally but severally, and not jointly, will indemnify and hold harmless each Indemnified Party, against any and all losses, claims, damages or liabilities, joint or several, to which such 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, 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 Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to the above as such expenses are incurred; provided, however, that such a Selling Stockholder shall be subject to such liability only to the extent that the untrue statement or alleged untrue statement or omission or alleged omission is made in reliance based upon and in conformity with the Selling Stockholder Information or contained in a representation or warranty given written information provided by such Selling Stockholder in this Agreement or the Custody Agreement Stockholder; and provided, further, provided further that the liability under of each indemnifying Selling Stockholder pursuant to this subsection of each Selling Stockholder shall be limited to an amount equal to the aggregate gross proceeds after underwriting commissions discounts and discountscommissions, but before expenses, to such Selling Stockholder from the sale of the Offered Securities sold by such indemnifying Selling Stockholder hereunderStockholder. For purposes of this Section (b) only, the term Selling Stockholders shall exclude the Manger Selling Stockholders.

Indemnification of Underwriters by Selling Stockholders. Each The Selling StockholderStockholders, severally but and not jointly, will indemnify and hold harmless each Indemnified Party, Party against any and all losses, claims, damages or liabilities, joint or several, to which such 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, 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 Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to the above as such expenses are incurred; provided, however, that such each Selling Stockholder shall will only be subject liable in any such case to such liability the extent, but only to the extent extent, that the 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 is made from any of such documents in reliance upon and in conformity with the written information relating to such Selling Stockholder Information furnished to the Company or contained in a representation or warranty given such Underwriter by such Selling Stockholder in this Agreement or the Custody Agreement and expressly for use therein; provided, further, that the liability under this subsection of each Selling Stockholder shall Stockholders will not be limited to an amount equal liable in any such case to the aggregate gross proceeds after underwriting commissions 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 discountsin conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, but before expenses, to it being understood and agreed that the only such Selling Stockholder from information furnished by any Underwriter consists of the sale of Securities sold by information described as such Selling Stockholder hereunderin subsection (c) below.

Indemnification of Underwriters by Selling Stockholders. Each The Selling StockholderStockholders, severally but and not jointly, will indemnify and hold harmless each Indemnified Party, Party against any and all losses, claims, damages or liabilities, joint or several, to which such 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, the Final Prospectus or any Issuer Free Writing ProspectusProspectus (collectively, the “Offering Documents”), 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 the Selling Stockholder Information of such Selling Stockholder, and will reimburse each Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to the above as such expenses are incurred; provided, however, that the Selling Stockholders will not be liable in any such Selling Stockholder shall be subject to such liability only case to the extent that the 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 is made from any of such Offering Documents in reliance upon and in conformity with written information furnished to the Selling Stockholder Information or contained 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 a representation or warranty given by such Selling Stockholder in this Agreement or the Custody Agreement and subsection (c) below; provided, further, that the liability under this subsection of each Selling Stockholder shall be limited to an amount equal to the aggregate gross proceeds after underwriting commissions and discounts, but before expenses, to such Selling Stockholder from the sale of Securities sold by such Selling Stockholder hereunder.

Indemnification of Underwriters by Selling Stockholders. Each Selling Stockholder, severally but and not jointly, will agrees to indemnify and hold harmless each Indemnified PartyUnderwriter, against its Affiliates and selling agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act to the extent and all losses, claims, damages or liabilities, joint or several, to which such Indemnified Party may become subject, under in the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities manner set forth in clauses (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, 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 Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party theretoa)(i), whether threatened or commenced, (ii) and (iii) above and in connection with the enforcement of this provision with respect to the above as such expenses are incurredSection 6(g); provided, however, provided that such each Selling Stockholder shall be subject to such liability liable only to the extent that the such untrue statement or alleged untrue statement or omission or alleged omission is has been made in the Registration Statement, any preliminary prospectus, the General Disclosure Package, the Prospectus (or any amendment or supplement thereto) or any Issuer Free Writing Prospectus in reliance upon and in conformity with the information relating to the Selling Stockholder Information Stockholders furnished in writing by or contained on behalf of the Selling Stockholders expressly for use in a representation the Registration Statement, the General Disclosure Package, the Prospectus or warranty given any other Issuer Free Writing Prospectus or any amendment or supplement thereto, it being understood and agreed that the only such information furnished by such the Selling Stockholder in this Agreement or Stockholders consists of the Custody Agreement and information relating to the Selling Stockholders (including, for the avoidance of doubt, the number of offered shares) that appears under the caption “Security Ownership of Certain Beneficial Owners” therein; provided, further, that the liability under this subsection of each Selling Stockholder shall be limited to an amount equal to the aggregate gross proceeds after underwriting commissions and discounts, but before expenses, to such Selling Stockholder from the sale of Securities sold by such Selling Stockholder hereunder.

Indemnification of Underwriters by Selling Stockholders. Each The Selling StockholderStockholders, severally but not jointlyjointly and severally, 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, an “Indemnified Party”), against any and all losses, claims, damages or liabilities, joint or several, to which such Indemnified Party may become subject, under the Act, the Rules and Regulations, 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, 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 Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to the above as such expenses are incurred; provided, however, that such Selling Stockholder the foregoing indemnity shall be subject to such liability only apply to the extent that the any loss, claim, damage, liability or expense arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission made based on information furnished by such Selling Stockholder; provided further, that the Selling Stockholders will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is made 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 Selling Stockholder Information or contained in a representation or warranty given Company by such Selling Stockholder in this Agreement or any Underwriter through the Custody Agreement Representative specifically for use therein, it being understood and provided, further, agreed that the liability under this only such information furnished by any Underwriter consists of the information described as such in subsection of each Selling Stockholder shall be limited to an amount equal to the aggregate gross proceeds after underwriting commissions and discounts, but before expenses, to such Selling Stockholder from the sale of Securities sold by such Selling Stockholder hereunder(c) below.

Indemnification of Underwriters by Selling Stockholders. Each The Selling StockholderStockholders, severally but and not jointly, will indemnify and hold harmless each Indemnified PartyUnderwriter, 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, against any and all losses, claims, damages or liabilities, joint or several, to which such 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, the Final Prospectus 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 Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to the above as such expenses are incurred; provided, however, that such a Selling Stockholder shall will only be subject to liable in any such liability only case to the extent that the 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 is made from any of such documents in reliance upon and in conformity with written information furnished to the Selling Stockholder Information or contained in a representation or warranty given Company by any such Selling Stockholder in this Agreement or the Custody Agreement specifically for use therein, it being understood and provided, further, agreed that the liability under this subsection only such information furnished by any Selling Stockholder consists of the following information: each Selling Stockholder shall be limited to an amount equal to Stockholder’s name and corresponding share amounts set forth in the aggregate gross proceeds after underwriting commissions table of Principal and discounts, but before expenses, to such Selling Stockholder from Stockholders in the sale of Securities sold by such Registration Statement and Final Prospectus under the heading “Principal and Selling Stockholder hereunderStockholders” and each Selling Stockholder’s address.

Indemnification of Underwriters by Selling Stockholders. Each The Selling StockholderStockholders, severally but and not jointly, will indemnify and hold harmless each Indemnified Party, Party against any and all losses, claims, damages or liabilities, joint or several, to which such 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, 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 Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to the above as such expenses are incurred; provided, however, that such Selling Stockholder shall will only be subject to liable in any such liability only case to the extent that the 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 is made from any of such documents in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Selling Stockholder, it being understood and agreed that the information appearing in the table in the section entitled “Principal and Selling Stockholders” under the headings “Name of Beneficial Owner,” “Shares Beneficially Owned Prior to this Offering—Number,” “Shares to be Sold in the Offering,” “Shares Beneficially Owned After This Offering—Number,” Shares to be Sold in the Over-Allotment” and “Shares Beneficially Owned After this Offering with the Over-Allotment—Number” and in the footnote(s) related to such information pertaining to such Selling Stockholder Information or contained constitute the only information concerning such Selling Stockholder furnished in a representation or warranty given writing to the Company by such Selling Stockholder for inclusion in this Agreement or the Custody Agreement any Registration Statement and Final Prospectus; provided, further, that the liability under this subsection of each any Selling Stockholder shall be limited to an amount equal to the aggregate gross proceeds after underwriting commissions and discounts, but before expenses, to such Selling Stockholder from the sale of Offered Securities sold by such Selling Stockholder hereunder.

Indemnification of Underwriters by Selling Stockholders. Each of the Selling StockholderStockholders, severally but and not jointly, will indemnify and hold harmless each Indemnified Party, Party against any and all losses, claims, damages or liabilities, joint or several, to which such 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, the Final Prospectus or any Issuer Free Writing Prospectus, 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 Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to the above as such expenses are incurred; provided, however, that such the Selling Stockholder Stockholders shall only be subject liable pursuant to such liability only this Section 8(b) with respect to the extent any losses, claims, damages or liabilities, that the arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission or alleged omission is made in reliance upon and in conformity with any written information furnished to the Selling Stockholder Information or contained in a representation or warranty given Company by such Selling Stockholder for use in this Agreement the Registration Statement, the Final Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any General Disclosure Package (it being understood and agreed that the Custody Agreement only written information furnished to the Company by each Selling Stockholder expressly for use in the Registration Statement, any Statutory Prospectus, the Final Prospectus (or any amendment or supplement thereto) or any Issuer Free Writing Prospectus is the information relating to such Selling Stockholder set forth in the table set forth in the Principal and Selling Stockholder section of any of the foregoing); provided, further, however, that the Selling Stockholders 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 expressly 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. Notwithstanding anything to the contrary herein, the indemnity provided by each Selling Stockholder under this subsection of each Selling Stockholder (b) shall be limited to an amount equal to the aggregate gross proceeds received by such Selling Stockholder after deducting underwriting commissions and discounts, but before deducting expenses, to such Selling Stockholder from the sale of Offered Securities sold by such Selling Stockholder hereunderunder this Agreement.

Indemnification of Underwriters by Selling Stockholders. Each The Selling StockholderStockholders, severally but and not jointly, will indemnify and hold harmless each Indemnified Party, Party against any and all losses, claims, damages or liabilities, joint or several, to which such 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, the Final Prospectus or Prospectus, any Issuer Free Writing Prospectus, Prospectus or any Written Testing-the-Waters Communication 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 Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to the above as such expenses are incurred; provided, however, that the Selling Stockholders will only be liable in any such Selling Stockholder shall be subject to such liability only case to the extent that the 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 is made from any of such documents in reliance upon and in conformity with written information furnished to the Selling Stockholder Information or contained in a representation or warranty given Company by any such Selling Stockholder in this Agreement or the Custody Agreement specifically for use therein, it being understood and provided, further, agreed that the only such information furnished by any Selling Stockholder consists of the following information: such Selling Stockholder’s name and corresponding share amounts set forth in the table of Principal and Selling Stockholders in the Registration Statement and Final Prospectus under the heading “Principal and Selling Stockholders” and such Selling Stockholder’s address. The liability under of any Selling Stockholder pursuant to this subsection of each Selling Stockholder (b) shall be limited to an amount equal to not exceed the aggregate gross total net proceeds after underwriting commissions and discounts, but (before deducting expenses, to ) received by such Selling Stockholder from the sale of the Securities sold by such Selling Stockholder hereunder.

Indemnification of Underwriters by Selling Stockholders. Each Selling StockholderStockholder will, severally but and not jointly, 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, an “Indemnified Party”), against any and all losses, claims, damages or liabilities, joint or several, to which such 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, 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 Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to the above as such expenses are incurred; provided, however, that such each Selling Stockholder shall be subject to such liability only to the extent that the untrue statement or alleged untrue statement or omission or alleged omission is made in reliance based upon and in conformity with the Selling Stockholder Information or contained in a representation or warranty given written information provided by such Selling Stockholder in this Agreement or the Custody Agreement and provided, further, that the liability under this subsection of each Selling Stockholder shall be limited to an amount equal to the aggregate gross proceeds after underwriting commissions and discounts, but before expenses, to such Selling Stockholder from the sale of Securities sold by such Selling Stockholder hereunderspecifically for use therein.

Indemnification of Underwriters by Selling Stockholders. Each The Selling Stockholder, Stockholders will severally but and not jointly, will jointly 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, an “Indemnified Party”), against any and all losses, claims, damages or liabilities, joint or several, to which such 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, 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 Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to the above as such expenses are incurred; , provided, however, that such each Selling Stockholder shall will only be subject liable in any such case to such liability the extent, but only to the extent extent, that the 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 is made from any of such documents in reliance upon and in conformity with the written information relating to such Selling Stockholder Information furnished to the Company or contained in a representation or warranty given such Underwriter by such Selling Stockholder in this Agreement or the Custody Agreement and expressly for use therein; provided, further, that the Selling Stockholders will not be liable in any such case to the extent that any such loss, claim, damage or liability under this 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, that in no event shall any Selling Stockholder’s liability hereunder exceed the aggregate amount of each proceeds received by such Selling Stockholder shall be limited to an amount equal to the aggregate gross proceeds after underwriting commissions and discounts, but before expensesexpenses and taxes, to such Selling Stockholder from the sale of Securities sold by the Offered Shares they represent pursuant to this Agreement (with respect to each Selling Stockholder, such amount being referred to as such Selling Stockholder hereunderStockholder’s “Net Proceeds”).

Indemnification of Underwriters by Selling Stockholders. Each The Selling StockholderStockholders, severally but severally, and not jointly, will indemnify and hold harmless each Indemnified Party, against any and all losses, claims, damages or liabilities, joint or several, to which such 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, 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 Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to the above as such expenses are incurred; provided, however, that such a Selling Stockholder shall be subject to such liability only to the extent that the untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents is made in reliance upon and in conformity with the Selling Stockholder Information or contained in a representation or warranty given written information provided by such Selling Stockholder specifically for use therein, it being understood and agreed that the only such information furnished by any Selling Stockholder consists of the following information in this Agreement the Final Prospectus furnished on behalf of each Selling Stockholder: the information relating to such Selling Stockholder under the caption “Principal and Selling Stockholders” in any Statutory Prospectus or the Custody Agreement and provided, further, Final Prospectus; provided further that the liability under this subsection of each Selling Stockholder shall be limited to an amount equal to the aggregate gross proceeds after underwriting commissions discounts and discountscommissions, but before expenses, to such Selling Stockholder from the sale of the Offered Securities sold by such indemnifying Selling Stockholder hereunderStockholder.

Indemnification of Underwriters by Selling Stockholders. Each The Selling Stockholder, severally but not jointly, Stockholders will indemnify and hold harmless each Indemnified Party, Party against any and all losses, claims, damages or liabilities, joint or several, to which such 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, the Final Prospectus or Prospectus, any Issuer Free Writing ProspectusProspectus or any Testing-the-Waters Writing, 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 Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to the above as such expenses are incurred; provided, however, that the Selling Stockholders 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; provided further, however, that (i) each Non-Solera Selling Stockholder shall be subject to such liability only to the extent that the untrue statement or alleged untrue statement or omission or alleged omission is made in reliance based upon and in conformity with the Non-Solera Selling Stockholder Information furnished by or contained in a representation or warranty given by on behalf of such Non-Solera Selling Stockholder in this Agreement or the Custody Agreement and provided, further, that (ii) the liability under this subsection of each Selling Stockholder pursuant to this subsection (b) shall be limited to an amount equal to the aggregate gross proceeds after underwriting commissions and discounts, but before expenses, to such Selling Stockholder from the sale of Offered Securities sold by such Selling Stockholder hereunderhereunder (with respect to each Selling Stockholder, such amount being referred to herein as such Selling Stockholder’s “Net Proceeds”). The obligations of the Selling Stockholders set forth in this Section 8(b) shall be several and not joint; provided, however, that such obligations of the Solera Selling Stockholders shall be joint and several between each such Solera Selling Stockholder.

Indemnification of Underwriters by Selling Stockholders. Each The Selling Stockholderstockholders, severally but and not jointly, will shall indemnify and hold harmless each Underwriter 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 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 any Registration Statement at any timePreliminary Prospectus, any Statutory Prospectus as of any time, the Final Prospectus or any Issuer Free Writing Prospectus, any “issuer information” filed or arise out required to be filed pursuant to Rule 433(d) of the Rules and Regulations, the Registration Statement, the Prospectus, or are based upon in any amendment or supplement thereto or document incorporated by reference therein or in any Marketing Materials, or (ii) the omission or alleged omission to state in any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Rules and Regulations, 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 shall reimburse each Underwriter Indemnified Party promptly upon demand for any legal or other expenses reasonably incurred by such 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, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto)proceeding, whether threatened or commenced, and in connection with the enforcement of this provision with respect to the above as such fees and expenses are incurred; provided, however, that the Selling stockholders shall not be liable in any such Selling Stockholder shall be subject to such liability only case to the extent that the any such loss, claim, damage, expense, liability, action, investigation or proceeding arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission is from any Preliminary Prospectus, the Registration Statement or the Prospectus, or any such amendment or supplement thereto, made in reliance upon and in conformity with written information furnished to the Company through the Representative by or on behalf of any Underwriter specifically for use therein, which information the parties hereto agree is limited to the Underwriter’s Information. This indemnity agreement is not exclusive and will be in addition to any liability which the Selling Stockholder Information or contained in a representation or warranty given by such Selling Stockholder in stockholders might have under this Agreement or the Custody Agreement otherwise, and provided, further, that the liability shall not limit any rights or remedies which may otherwise be available under this subsection of Agreement, at law or in equity to each Selling Stockholder shall be limited to an amount equal to the aggregate gross proceeds after underwriting commissions and discounts, but before expenses, to such Selling Stockholder from the sale of Securities sold by such Selling Stockholder hereunderUnderwriter Indemnified Party.

Indemnification of Underwriters by Selling Stockholders. Each Selling Stockholder, severally but and not jointly, will indemnify and hold harmless each Indemnified Party, Party against any and all losses, claims, damages or liabilities, joint or several, to which such 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, 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 Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such 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 such Selling Stockholder shall be subject to such liability only to the extent that the untrue statement or alleged untrue statement or omission or alleged omission is made in reliance based upon and in conformity with the Selling Stockholder Information or contained in a representation or warranty given by such Selling Stockholder in this Agreement or the Custody Agreement and provided, further, that the liability under this subsection (b) of each such Selling Stockholder shall be limited to an amount equal to the aggregate gross proceeds after underwriting commissions and discounts, but before expenses, to such Selling Stockholder from the sale of the Offered Securities sold by such Selling Stockholder hereunder.

Indemnification of Underwriters by Selling Stockholders. Each Selling Stockholder, Stockholder will severally but and not jointly, will jointly indemnify and hold harmless each Indemnified Party, against any and all losses, claims, damages or liabilities, joint or several, to which such 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, 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 (with respect to any Registration Statement) or necessary to make the statements therein therein, in light of the circumstances in which they were made (with respect to any Statutory Prospectus, the Final Prospectus or any Issuer Free Writing Prospectus), not misleading, and will reimburse each Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such 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 each 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; provided, further, that each Selling Stockholder shall be subject to liable in any such liability case only to the extent that the any such loss, claim, damage or liability arises out of, or is based upon, any untrue statement or alleged untrue statement or omission or alleged omission is made in any Registration Statement, any Statutory Prospectus, the Final Prospectus or any Issuer Free Writing Prospectus in reliance upon and in conformity with the written information concerning such Selling Stockholder Information or contained in a representation or warranty given furnished to the Company by such Selling Stockholder specifically for inclusion therein, it being understood and agreed that the only such information furnished by such Selling Stockholder consists of the name of such Selling Stockholder, the number of Offered Securities and the address and other information with respect to such Selling Stockholder (excluding percentages) which appear in this Agreement or the Custody Agreement Final Prospectus in the table (and corresponding footnotes) under the caption “Principal and Selling Stockholders” (such information, the “Selling Stockholder Information”); provided, further, however, that the aggregate amount of each Selling Stockholder’s liability under this subsection of each Selling Stockholder Section 9(b) shall be limited to an amount equal to not exceed the aggregate gross amount of net proceeds (after underwriting commissions and discounts, but before deducting expenses, to ) received by such Selling Stockholder from the Underwriters for the sale of its Offered Securities sold by such Selling Stockholder hereunder.

Indemnification of Underwriters by Selling Stockholders. Each The Selling Stockholder, Stockholders will severally but and not jointly, 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, an “Indemnified Party”), against any and all losses, claims, damages or liabilities, joint or several, to which such Indemnified Party may become subject, under the Act, the Exchange Act, other Federal U.S. 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, 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 Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to the above as such expenses are incurred; provided, however, that each Selling Stockholders will only be liable in any such Selling Stockholder shall be subject to such liability only case to the extent that the 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 is made from any of such documents in reliance upon and in conformity with written information furnished to the Selling Stockholder Information or contained in a representation or warranty given Company by such Selling Stockholder specifically for use therein, it being understood and agreed that the only such information furnished by any Selling Stockholder consists of the following information: each Selling Stockholder’s name and corresponding share amounts set forth in this Agreement or the Custody Agreement table of Principal and Selling Shareholders in the Registration Statement and Final Prospectus under the heading “Principal and Selling Shareholders” and each Selling Stockholder’s address; provided, further, that the liability under this subsection of each no Selling Stockholder shall be limited to an amount equal to liable under this Section 8(b) for any amounts in excess of the aggregate amount of gross proceeds after minus underwriting discounts and commissions and discounts, but before expenses, to such Selling Stockholder from receives in connection with the sale of Securities sold by such Selling Stockholder hereunderoffering.

Indemnification of Underwriters by Selling Stockholders. Each Selling Stockholder, severally but and not jointly, will indemnify and hold harmless each Indemnified PartyUnderwriter, its Affiliates and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act and their respective officers, directors, and employees, against any and all losses, claims, damages or liabilities, joint or several, to which such Indemnified Party Underwriter, control person, officer, director or employee 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 any part of any the Registration Statement at (or any timeamendment thereto), any Statutory Prospectus as of any timeincluding the Rule 430A Information, the Final Prospectus or any Issuer Free Writing ProspectusProspectus (when taken together with the General Disclosure Package), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), 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 misleadingmisleading in light of the circumstances in which they were made, 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, the General Disclosure Package and the Prospectus, or any such amendment or supplement, in reliance upon and in conformity with written information relating to such Selling Stockholder furnished to the Company by such Selling Stockholder expressly for use in the preparation of the answers to Item 7 of Form S-1; and will reimburse each Indemnified Party Underwriter, control person, officer, director or employee for any legal or other expenses reasonably incurred by such Indemnified Party Underwriter, control person, officer, director or employee in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation such action or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to the above claim as such expenses are incurred; provided, however, that such Selling Stockholder shall not be subject to liable in any such liability only case to the extent that the any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission is made in the Registration Statement (or any amendment thereto), including the 430A Information, the General Disclosure Package, any Issuer Free Writing Prospectus (when taken together with the General Disclosure Package), the Prospectus (or any amendment or supplement thereto) or the Marketing Materials in reliance upon and in conformity with the Selling Stockholder Information or contained in a representation or warranty given by such Selling Stockholder in this Agreement or the Custody Agreement and Underwriter Information; provided, further, that the liability under of a Selling Stockholder pursuant to this subsection (b) shall not exceed the product of each Selling Stockholder shall be limited to an amount equal to (i) the aggregate gross proceeds after underwriting commissions and discounts, but before expenses, to such Selling Stockholder from the sale number of Securities shares of Common Stock sold by such Selling Stockholder hereunderand (ii) the per share net proceeds to the Selling Stockholder as set forth in the Prospectus.

Indemnification of Underwriters by Selling Stockholders. Each The Selling StockholderStockholders, severally but not jointlyjointly and severally, 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, an “Indemnified Party”), against any and all losses, claims, damages or liabilities, joint or several, to which such 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 at any 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 Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to the above as such expenses are incurred; provided, however, that such Selling Stockholder shall be subject to such liability only to the extent that the untrue statement or alleged untrue statement or omission or alleged omission is made in reliance based upon and in conformity with the Selling Stockholder Information or contained in a representation or warranty given by such Selling Stockholder in this Agreement or the Custody Agreement and provided, further, that the liability under this subsection (b) of each such Selling Stockholder shall be limited to an amount equal to the aggregate gross proceeds after underwriting commissions and discounts, but before expenses, to such Selling Stockholder from the sale of the Offered Securities sold by such Selling Stockholder hereunder.

Indemnification of Underwriters by Selling Stockholders. Each The Selling StockholderStockholders, severally but not jointlyjointly and severally, 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, an “Indemnified Party”), against any and all losses, claims, damages or liabilities, joint or several, to which such 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, the Final Prospectus 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 Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to the above as such expenses are incurred; provided, however, that the Selling Stockholders will only be liable in any such Selling Stockholder shall be subject to such liability only case to the extent that the 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 is made from any of such documents in reliance upon and in conformity with written information furnished to the Selling Stockholder Information or contained in a representation or warranty given Company by any such Selling Stockholder in this Agreement or the Custody Agreement specifically for use therein, it being understood and provided, further, agreed that the liability under this subsection only such information furnished by –the—any Selling Stockholder consists of the following information: each Selling Stockholder shall be limited to an amount equal to Stockholder’s name and corresponding share amounts set forth in the aggregate gross proceeds after underwriting commissions table of Selling Stockholders in the Registration Statement and discounts, but before expenses, to such Final Prospectus under the heading “Selling Stockholder from the sale of Securities sold by such Stockholders” and each Selling Stockholder hereunderStockholder’s address.

Indemnification of Underwriters by Selling Stockholders. Each The Selling StockholderStockholders, severally but and not jointly, 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 fact, in the case of any Registration Statement, contained in any part of any Registration Statement thereof at any time, any Statutory Prospectus as of any time, the Final Prospectus time 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 in the case of any Statutory Prospectus, the Final Prospectus or any Issuer Free Writing Prospectus as of any time, included in any part thereof as of any time or upon the omission or alleged omission of a material fact necessary to make the statements 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 the above as such expenses are incurred; provided, however, that the Selling Stockholders will only be liable in any such Selling Stockholder shall be subject to such liability only case to the extent that the 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 is made from any of such documents in reliance upon and in conformity with written information furnished to the Company by any such Selling Stockholder specifically for use therein, it being understood and agreed that the only such information furnished by any Selling Stockholder consists of the following information: each Selling Stockholder’s name and corresponding share amounts set forth in the table of Selling Securityholders in the Registration Statement and Final Prospectus under the heading “Selling Stockholders” and each Selling Stockholder’s address and other information with respect to the Selling Stockholder Information or contained (excluding percentages) that appear in a representation or warranty given by the table (and corresponding footnotes) under such heading. The liability of any Selling Stockholder in this Agreement or the Custody Agreement and provided, further, that the liability under pursuant to this subsection of each Selling Stockholder (b) shall be limited to an amount equal to not exceed the aggregate gross total net proceeds after underwriting commissions and discounts, but (before deducting expenses, to ) received by such Selling Stockholder from the sale of the Offered Securities sold by such the Selling Stockholder hereunder.hereunder (the “Selling Stockholder Proceeds”). ​

Indemnification of Underwriters by Selling Stockholders. Each The Selling StockholderStockholders, severally but and not jointly, 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”), 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 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, the Final Prospectus or any Issuer Free Writing Prospectus, or arise out of or are based upon (ii) 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 prospectus, 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, based upon any such untrue statement or omission or alleged untrue statement or omission and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, however that such each Selling Stockholder shall only be subject to liable in any such liability only case to the extent that the any such loss, claim, damage or liability arises out of or is based on an untrue statement or alleged untrue statement in or omission or alleged omission is from any of such documents made in reliance upon and in conformity with the Selling Stockholder Information or contained in a representation or warranty given by such Selling Stockholder in this Agreement or the Custody Agreement Information; and provided, further, further that the liability under this subsection of each Selling Stockholder shall be limited to an amount equal to the aggregate gross net proceeds (after deducting underwriting commissions and discounts, but before deducting expenses), to such Selling Stockholder from the sale of Optional Securities sold by such Selling Stockholder hereunder.

Indemnification of Underwriters by Selling Stockholders. Each Selling StockholderStockholder shall severally, severally but and not jointly, will indemnify and hold harmless each Underwriter Indemnified Party, against any and all lossesloss, claimsclaim, damages damage, expense or liabilitiesliability whatsoever (or any action, joint investigation or several, proceeding in respect thereof) to which such 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 solely pertaining to such Selling Stockholder contained in any part of any Registration Statement at any timePreliminary Prospectus, any Statutory Prospectus as of any time, the Final Prospectus or any Issuer Free Writing Prospectus, any “issuer information” filed or arise out required to be filed pursuant to Rule 433(d) of the Rules and Regulations, the Registration Statement, the Prospectus, or are based upon in any amendment or supplement thereto or document incorporated by reference therein or in any Marketing Materials, or (ii) the omission or alleged omission to state information pertaining to such Selling Stockholder in any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Rules and Regulations, the Registration Statement or the Prospectus, or in any amendment or supplement thereto, a material fact required to be stated therein or necessary to make the statements therein not misleading, and will shall reimburse each Underwriter Indemnified Party promptly upon demand for any legal or other expenses reasonably incurred by such 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, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto)proceeding, whether threatened or commenced, and in connection with the enforcement of this provision with respect to the above as such fees and expenses are incurred; provided, however, that the Selling Stockholders shall not be liable in any such Selling Stockholder shall be subject to such liability only case to the extent that the any such loss, claim, damage, expense, liability, action, investigation or proceeding arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission is from any Preliminary Prospectus, the Registration Statement or the Prospectus, or any such amendment or supplement thereto, made in reliance upon and in conformity with written information furnished to the Company through the Representatives by or on behalf of any Underwriter specifically for use therein, which information the parties hereto agree is limited to the Underwriter’s Information. This indemnity agreement is not exclusive and will be in addition to any liability which the Selling Stockholder Information or contained in a representation or warranty given by such Selling Stockholder in Stockholders might have under this Agreement or the Custody Agreement otherwise, and provided, further, that the liability shall not limit any rights or remedies which may otherwise be available under this subsection of Agreement, at law or in equity to each Selling Stockholder shall be limited to an amount equal to the aggregate gross proceeds after underwriting commissions and discounts, but before expenses, to such Selling Stockholder from the sale of Securities sold by such Selling Stockholder hereunderUnderwriter Indemnified Party.

Indemnification of Underwriters by Selling Stockholders. Each Selling Stockholder, severally but and not jointly, will indemnify and hold harmless each Indemnified PartyUnderwriter and each person, if any, who controls each Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and their respective officers, directors, employees, affiliates and selling agents against any and all losses, claims, damages or liabilities, joint or several, to which such Indemnified Party each Underwriter may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation Securities 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 any part of any the Registration Statement at any timeStatement, any Statutory Preliminary Prospectus as of or the Prospectus, or any timeamendment or supplement thereto, the Final Prospectus or any Issuer Free Writing ProspectusProspectus (taken together with the Disclosure Package), 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 not misleadingmisleading (in the case of the Preliminary Prospectus or the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, in the light of the circumstances under which they were made), 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 or the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, or any such amendment or supplement in reliance upon and in conformity with written information relating to such Selling Stockholder furnished to the Company by such Selling Stockholder expressly for use in the preparation of the answers to Item 7 of Form S-3; and will reimburse each Indemnified Party such Underwriter for any legal or other expenses reasonably incurred by such Indemnified Party Underwriter in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation such action or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to the above claim as such expenses are incurred; provided, however, that such Selling Stockholder shall not be subject to liable in any such liability only case to the extent that the any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission is made in the Registration Statement, any Preliminary Prospectus or the Prospectus or any such amendment or supplement in reliance upon and in conformity with written information furnished to the Selling Stockholder Information or contained in a representation or warranty given Company by such Selling Stockholder in this Agreement or the Custody Agreement and Underwriters expressly for use therein; provided, further, that the liability under of a Selling Stockholder pursuant to this subsection (b) shall not exceed the product of each Selling Stockholder shall be limited to an amount equal to (i) the aggregate gross proceeds after underwriting commissions and discounts, but before expenses, to such Selling Stockholder from the sale number of Securities sold by such Selling Stockholder hereunderand (ii) the per share net proceeds to the Selling Stockholder as set forth in the Prospectus.