Limitation of Selling Stockholder Liability. The liability of each Selling Stockholder under the indemnity and contribution provisions of this Section 8 shall be limited to an amount equal to the initial public offering price of the Shares sold by such Selling Stockholder, less the underwriting discount, as set forth on the front cover page of the Prospectus. The Company and the Selling Stockholders may agree, as among themselves and without limiting the rights of the Underwriters under this Agreement, as to the respective amounts of such liability for which they each shall be responsible.
Limitation of Selling Stockholder Liability. The aggregate liability of each Selling Stockholder under such Selling Stockholder’s representations and warranties contained in Section 4 hereof, under the certificates delivered pursuant to Section 8(d)(y) and under the indemnity and contribution agreements contained in this Section 9 shall be limited to an amount equal to the aggregate proceeds (after deducting underwriting commission and discounts) of the Shares sold by such Selling Stockholder to the Underwriters.
Limitation of Selling Stockholder Liability. The aggregate liability of each Selling Stockholder under such Selling Stockholder’s representations and warranties contained in Section 4 hereof, under the certificates delivered pursuant to Section 8(d)(y) and under the indemnity and contribution agreements contained in this Section 9 shall be limited to an amount equal to the aggregate net proceeds, after deducting underwriting commission and discounts, of the Shares sold by such Selling Stockholder to the Underwriters. The Company acknowledges that nothing herein limits or alters the Company’s obligations to the Selling Stockholders pursuant to the Registration Rights Agreement dated December 13, 2005, including, without limitation, the obligations under Section 2.4 of such agreement.
Limitation of Selling Stockholder Liability. 21 9. Effectiveness..............................................................................................21 10. Termination.............................................................................................21 11. Defaulting Underwriters.................................................................................22 12. Counterparts............................................................................................23 13. Headings; Table of Contents.............................................................................23 14. Notices.................................................................................................23 15. Successors..............................................................................................24 16. Partial Unenforceability................................................................................24 17. Governing Law...........................................................................................25 18. Consent to Jurisdiction.................................................................................25 19. Failure of the Selling Stockholders to Sell and Deliver Shares..........................................25 20. Entire Agreement........................................................................................25 21. Amendments..............................................................................................26 22. Sophisticated Parties...................................................................................26 SCHEDULE A.................................................................................................28 SCHEDULE B.................................................................................................29 EXHIBIT A.................................................................................................A-1 EXHIBIT B.................................................................................................B-1 EXHIBIT C.................................................................................................C-1
Limitation of Selling Stockholder Liability. The liability of each Selling Stockholder under the indemnity and contribution provisions of this Section 8 shall be limited to an amount equal to the aggregate offering price of the aggregate number of Shares sold by such Selling Stockholder, less the underwriting discount, as set forth on the front cover page of the Prospectus (“Maximum Stockholder Liability Amount”). If the Underwriters or any affiliated party of any Underwriter shall have a claim for indemnification or contribution against the Company and the Selling Stockholders who are directors or executive officers of the Company pursuant to Section 8.1, the Underwriters or the affiliated party of an Underwriter, as the case may be, (i) first shall seek to obtain reimbursement, indemnification or contribution for any losses, expenses, liabilities or claims arising under Section 8.1 from the Company and (ii) if the Company shall have failed, after reasonable efforts on the part of such Underwriter or affiliated party of such Underwriter, to agree to satisfy such request for reimbursement, indemnification or contribution in full within 30 days, then the Underwriters or affiliated party of an Underwriter may seek to obtain reimbursement, indemnification or contribution, on a joint and several basis, from the Selling Stockholders who are directors or executive officers of the Company; provided, however, in accordance with the 1st sentence of this Section 8.5, no Selling Stockholder who is an officer or director of the Company shall incur liability in excess of such Selling Stockholder’s Maximum Stockholder Liability Amount; provided, further however, that the Underwriters and any affiliated party of such Underwriter shall not be required to effect such initial demand upon the Company and wait such 30 day period, in accordance with clause (i) above, if it would prejudice their right to indemnification from any Selling Stockholder. The indemnity agreement set forth herein is not exclusive of any agreement the Company may have with the Selling Stockholders relating to indemnification, and nothing contained in this Agreement shall affect any obligation or liability the Company may have to one or more of the Selling Stockholders, or one or more of the Selling Stockholders may have to the Company, pursuant to other agreements.
Limitation of Selling Stockholder Liability. No Selling Stockholder shall be responsible for the payment of an amount, pursuant to this Section 7, which exceeds the net proceeds received by such Selling Stockholder from the sale of the Securities by such Selling Stockholder hereunder.
Limitation of Selling Stockholder Liability. The liability of each Selling Stockholder pursuant to this Agreement, including with respect to the Selling Stockholder's representations and warranties contained in paragraph (B) of Section 1 hereunder and with respect to the reimbursement, indemnity and contribution provisions contained in Sections 6, 7 and 8 hereof, shall be limited to the product obtained by multiplying the per share price set forth in Section 2(a) hereof by the number of Optional Common Shares sold by such Selling Stockholder pursuant to this Agreement.
Limitation of Selling Stockholder Liability. The aggregate liability of each Selling Stockholder for all claims under the indemnity and contribution provisions of this Section 8 shall be limited to an amount equal to the Public Offering Price of the Shares sold by such Selling Stockholder, less the underwriting discounts and commissions, as set forth on the front cover page of the Prospectus. The Company and each Selling Stockholder (as to itself only) may agree, as among themselves and without limiting the rights of the Underwriters (or any other Selling Stockholder not party to such agreement) under this Agreement, as to the respective amounts of such liability for which the Company and any such Selling Stockholder each shall be responsible.
Limitation of Selling Stockholder Liability. The liability of each Selling Stockholder under the indemnity and contribution provisions of this Section 8 or under any other cause of action under this Agreement and that certain Power of Attorney executed by such Selling Stockholder in connection with the offering of the Shares hereunder, shall be limited to an amount equal to the aggregate Public Offering Price of the Shares sold by such Selling Stockholder, less the underwriting discount, as set forth on the front cover page of the Prospectus. The Company and the Selling Stockholders may agree, as among themselves and without limiting the rights of the Underwriters under this Agreement, as to the respective amounts of such liability for which they each shall be responsible.
Limitation of Selling Stockholder Liability. Notwithstanding anything herein to the contrary, the aggregate liability of each Selling Stockholder under such Selling Stockholder’s representations and warranties contained in Section 1(b) hereof, under the certificates delivered pursuant to Section 5(m) hereof or under the indemnity and contribution agreements contained in this Section 6 or under the Power of Attorney and Custody Agreement shall be limited to the aggregate gross proceeds (product of the number of Securities sold by such Selling Stockholder and the initial public offering price of the Securities as set forth in the table on the front cover of the Prospectus) after underwriting commissions and discounts, but before expenses, to such Selling Stockholder from the sale of Securities sold by such Selling Stockholder hereunder.
