Common use of Reimbursement of Certain Expenses Clause in Contracts

Reimbursement of Certain Expenses. (a) In addition to their other obligations under Section 9 of this Agreement, the Company hereby agrees to reimburse on a quarterly basis the Underwriters for all reasonable legal and other expenses incurred in connection with investigating or defending any claim, action, investigation, inquiry or other proceeding arising out of or based upon any statement or omission, or any alleged statement or omission, described in paragraph (a) of Section 9 of this Agreement, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the obligations under this Section 11 and the possibility that such payments might later be held to be improper; provided, however, that (i) to the extent any such payment is ultimately held to be improper, the persons receiving such payments shall promptly refund them and (ii) such persons shall provide to the Company, upon request, reasonable assurances of their ability to effect any refund, when and if due. (b) In addition to their other obligations under Section 9 of this Agreement, the Underwriters hereby agree to reimburse on a quarterly basis the Company for all reasonable legal and other expenses incurred in connection with investigating or defending any claim, action, investigation, inquiry or other proceeding arising out of or based upon any statement or omission, or any alleged statement or omission, described in paragraph (b) of Section 9 of this Agreement, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the obligations under this Section 11 and the possibility that such payments might later be held to be improper; provided, however, that (i) to the extent any such payment is ultimately held to be improper, the Company shall promptly refund it and (ii) the Company shall provide to the Underwriter, upon request, reasonable assurances of its ability to effect any refund, when and if due.

Reimbursement of Certain Expenses. (a) In addition to their other obligations under Section 9 8 of this Agreement, the Company hereby agrees to reimburse on a quarterly basis the Underwriters for all reasonable legal and other expenses incurred in connection with investigating or defending any claim, action, investigation, inquiry or other proceeding arising out of or based upon any statement or omission, or any alleged statement or omission, described in paragraph (a) of Section 9 8 of this Agreement, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the obligations under this Section 11 10 and the possibility that such payments might later be held to be improper; provided, however, that (i) to the extent any such payment is ultimately held to be improper, the persons receiving such payments shall promptly refund them and (ii) such persons shall provide to the Company, upon request, reasonable assurances of their ability to effect any refund, when and if due. (b) In addition to their other obligations under Section 9 8 of this Agreement, the Underwriters hereby agree to reimburse on a quarterly basis the Company for all reasonable legal and other expenses incurred in connection with investigating or defending any claim, action, investigation, inquiry or other proceeding arising out of or based upon any statement or omission, or any alleged statement or omission, described in paragraph (b) of Section 9 8 of this Agreement, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the obligations under this Section 11 10 and the possibility that such payments might later be held to be improper; provided, however, that (i) to the extent any such payment is ultimately held to be improper, the Company shall promptly refund it and (ii) the Company shall provide to the Underwriter, upon request, reasonable assurances of its ability to effect any refund, when and if due.

Reimbursement of Certain Expenses. (a) In addition Subject to their other obligations under Section 9 of this Agreement, the Company hereby agrees to reimburse on a quarterly monthly basis the Underwriters for all reasonable legal and other expenses incurred in connection with investigating or defending any claim, action, investigation, inquiry or other proceeding arising out of or based upon any statement or omission, or any alleged statement or omission, described in paragraph (a) of Section 9 of this Agreement9(a), notwithstanding the absence of a judicial determination as to the propriety and enforceability of the obligations under this Section 11 and the possibility that such payments might later be held to be improper; provided, however, that (i) to the extent any such payment is ultimately held to be improper, the persons receiving such payments shall promptly refund them and (ii) such persons shall provide to the Company, upon request, reasonable assurances of their ability to effect any refund, when and if due. (b) In addition Subject to their other obligations under Section 9 of this Agreement, the Underwriters hereby agree to reimburse on a quarterly monthly basis the Company for all reasonable legal and other expenses incurred in connection with investigating or defending any claim, action, investigation, inquiry or other proceeding arising out of or based upon any statement or omission, or any alleged statement or omission, described in paragraph (bSection 9(b) of Section 9 of this Agreement, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the obligations under this Section 11 and the possibility that such payments might later be held to be improper; provided, however, that (i) to the extent any such payment is ultimately held to be improper, the Company shall promptly refund it and (ii) the Company shall provide to the Underwriter, upon request, reasonable assurances of its ability to effect any refund, when and if due.

Reimbursement of Certain Expenses. (a) In addition to their its other obligations under Section 9 of this Agreement, the Company hereby agrees to reimburse on a quarterly monthly basis the Underwriters for all reasonable legal and other expenses incurred in connection with investigating or defending any claim, action, investigation, inquiry or other proceeding arising out of or based upon any statement or omission, or any alleged statement or omission, described in paragraph (a) of Section 9 of this Agreement9(a), notwithstanding the absence of a judicial determination as to the propriety and enforceability of the obligations under this Section 11 and the possibility that such payments might later be held to be improper; provided, however, that (i) to the extent any such payment is ultimately held to be improper, the persons receiving such payments shall promptly refund them and (ii) such persons shall provide to the Company, upon request, reasonable assurances of their ability to effect any refund, when and if due. (b) In addition to their other obligations under Section 9 of this Agreement, the Underwriters hereby agree to reimburse on a quarterly monthly basis the Company for all reasonable legal and other expenses incurred in connection with investigating or defending any claim, action, investigation, inquiry or other proceeding arising out of or based upon any statement or omission, or any alleged statement or omission, described in paragraph (bSection 9(b) of Section 9 of this Agreement, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the obligations under this Section 11 and the possibility that such payments might later be held to be improper; provided, however, that (i) to the extent any such payment is ultimately held to be improper, the Company shall promptly refund it and (ii) the Company shall provide to the Underwriter, upon request, reasonable assurances of its ability to effect any refund, when and if due.

Reimbursement of Certain Expenses. (a) In addition to their its other obligations under Section 9 6(a) of this Agreement, the Company hereby agrees to reimburse on a quarterly basis the Underwriters for all reasonable legal and other expenses incurred in connection with investigating or defending any claim, action, investigation, inquiry or other proceeding arising out of or based upon in whole or part, (i) as described in Section 6(a), any untrue statement or omissionalleged untrue statement of a material fact contained in any preliminary prospectus, the Registration Statement or the Prospectus or any amendment or supplement to the Registration Statement or the Prospectus, or the omission or alleged omission to state in such document a material fact required to be stated in it or necessary to make the statements in it not misleading in light of the circumstances in which they were made, (ii) any alleged statement inaccuracy in the representations and warranties of the Company contained herein, or omission, described (iii) any failure of the Company to perform its obligations hereunder or under law in paragraph (a) of Section 9 of this Agreementconnection with the transactions contemplated hereby, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the obligations under this Section 11 7 and the possibility that such payments payment might later be held to be improper; provided, however, that (i) that, to the extent any such payment is ultimately held to be improper, the persons receiving such payments shall promptly refund them and (ii) such persons shall provide to the Company, upon request, reasonable assurances of their ability to effect any refund, when and if duethem. (b) In addition to their other obligations under Section 9 of this Agreement, the Underwriters hereby agree to reimburse on a quarterly basis the Company for all reasonable legal and other expenses incurred in connection with investigating or defending any claim, action, investigation, inquiry or other proceeding arising out of or based upon any statement or omission, or any alleged statement or omission, described in paragraph (b) of Section 9 of this Agreement, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the obligations under this Section 11 and the possibility that such payments might later be held to be improper; provided, however, that (i) to the extent any such payment is ultimately held to be improper, the Company shall promptly refund it and (ii) the Company shall provide to the Underwriter, upon request, reasonable assurances of its ability to effect any refund, when and if due.

Reimbursement of Certain Expenses. (a) In addition to their other obligations under Section 9 7 of this Agreement, the Company and each of the Affiliated Selling Securityholders hereby agrees ======= severally and not jointly (subject to the limitation on Securityholder liability set forth in Section 7(c) and to the limitation on Weksel liability ========================================= set forth in Section 7(d) agree to reimburse on a quarterly basis the ========================= Underwriters for all reasonable legal and other expenses incurred in connection with investigating or defending any claim, action, investigation, inquiry or other proceeding arising out of or based upon any statement or omission, or any alleged statement or omission, described in paragraph (a) of Section 7 of this Agreement, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the obligations under this Section 11 and the possibility that such payments might later be held to be improper; provided, --------- however, that (i) to the extent any such payment is ultimately held to be ------- improper, the persons receiving such payments shall promptly refund them and (ii) such persons shall provide to the Company, upon request, reasonable assurances of their ability to effect any refund, when and if due. (b) In addition to their other obligations under Section 7 of this Agreement, the Selling Securityholders hereby severally and not jointly (subject to the limitation of Selling Securityholder liability set forth in Section 7(c), and the limitation on Weksel liability set forth in Section 7(d) agree to ================================================================== reimburse on a quarterly basis the Underwriters for all reasonable legal and other expenses incurred in connection with investigating or defending any claim, action, investigation, inquiry or other proceeding arising out of or based upon any statement or omission, or any alleged statement or omission, described in paragraph (ab) of Section 9 7 of this Agreement, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the obligations under this Section 11 and the possibility that such payments might later be held to be improper; provided, however, that (i) to the extent any such payment is ----------------- ultimately held to be improper, the persons receiving such payments shall promptly refund them and (ii) such persons shall provide to the Company, upon request, reasonable assurances of their ability to effect any refund, when and if due. (b) In addition to their other obligations under Section 9 of this Agreement, the Underwriters hereby agree to reimburse on a quarterly basis the Company for all reasonable legal and other expenses incurred in connection with investigating or defending any claim, action, investigation, inquiry or other proceeding arising out of or based upon any statement or omission, or any alleged statement or omission, described in paragraph (b) of Section 9 of this Agreement, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the obligations under this Section 11 and the possibility that such payments might later be held to be improper; provided, however, that (i) to the extent any such payment is ultimately held to be improper, the Company shall promptly refund it and (ii) the Company shall provide to the Underwriter, upon request, reasonable assurances of its ability to effect any refund, when and if due.

Reimbursement of Certain Expenses. (a) In addition to their other obligations under Section 9 10 of this AgreementAgreement (and subject, in the case of Selling Securityholders, to the provisions of paragraph (g) of Section 10), the Company and the Selling Securityholders hereby agrees jointly and severally agree to reimburse on a quarterly basis the Underwriters for all reasonable legal and other expenses incurred in connection with investigating or defending any claim, action, investigation, inquiry or other proceeding arising out of or based upon any statement or omission, or any alleged statement or omission, described in paragraph (a) of Section 9 10 of this Agreement, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the obligations under this Section 11 12 and the possibility that such payments might later be held to be improper; provided, however, that (i) to the extent any such payment is ultimately held to be improper, the persons receiving such payments shall promptly refund them and (ii) such persons shall provide to the Company, upon request, reasonable assurances of their ability to effect any refund, when and if due. (b) In addition to their other obligations under Section 9 10 of this Agreement, the Underwriters hereby agree to reimburse on a quarterly basis the Company and the Selling Securityholders for all reasonable legal and other expenses incurred in connection with investigating or defending any claim, action, investigation, inquiry or other proceeding arising out of or based upon any statement or omission, or any alleged statement or omission, described in paragraph (b) of Section 9 10 of this Agreement, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the obligations under this Section 11 12 and the possibility that such payments might later be held to be improper; provided, however, that (i) to the extent any such payment is ultimately held to be improper, the Company and the Selling Securityholders shall promptly refund it and (ii) the Company and the Selling Securityholders shall provide to the Underwriter, upon request, reasonable assurances of its ability to effect any refund, when and if due.

Reimbursement of Certain Expenses. (aA) In addition to their other obligations under Section 9 of this Agreement, the Company and the Selling Shareholders hereby agrees jointly and severally agree to reimburse on a quarterly basis the Underwriters for all reasonable legal and other expenses incurred in connection with investigating or defending any claim, action, investigation, inquiry or other proceeding arising out of or based upon any statement or omission, or any alleged statement or omission, described in paragraph (a) of Section 9 of this Agreement, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the obligations under this Section 11 and the possibility that such payments might later be held to be improper; provided, however, that (i) to the extent any such payment is ultimately held to be improper, the persons receiving such payments shall promptly refund them and (ii) such persons shall provide to the Company, upon request, reasonable assurances of their ability to effect any refund, when and if due. (bB) In addition to their other obligations under Section 9 8 of this Agreement, the Underwriters hereby agree to reimburse on a quarterly basis the Company and the Selling Shareholders for all reasonable legal and other expenses incurred in connection with investigating or defending any claim, action, investigation, inquiry or other proceeding arising out of or based upon any statement or omission, or any alleged statement or omission, described in paragraph (b) of Section 9 of this Agreement, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the obligations under this Section 11 and the possibility that such payments might later be held to be improper; provided, however, that (i) to the extent any such payment is ultimately held to be improper, the Company and the Selling Shareholders shall promptly refund it and (ii) the Company and the Selling Shareholders shall provide to the Underwriter, upon request, reasonable assurances of its ability to effect any refund, when and if due.

Reimbursement of Certain Expenses. (a) In addition The Company and each of the Indemnification Stockholders, jointly and severally, and in the case of the Indemnification Stockholders, subject to their other obligations under Section 9 7(a) of this Agreement, the Company hereby agrees agree to reimburse the Underwriters pursuant to Section 7 of this Agreement on a quarterly monthly basis the Underwriters for all reasonable legal and other expenses incurred in connection with investigating or defending any claim, action, investigation, inquiry or other proceeding arising out of or based upon any statement or omission, or any alleged statement or omission, omission described in paragraph (a) of Section 9 7 of this Agreement, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the obligations under Section 7 or this Section 11 8 and the possibility that such payments might later be held to be improper; provided, however, that (i) to the extent any that such payment is ultimately held to be improper, the persons receiving such payments Underwriters shall promptly refund them and (ii) such persons shall provide to the Company, upon request, reasonable assurances of their ability to effect any refund, when and if dueit. (b) In addition Each Limited Indemnification Stockholders, subject to their other obligations under Section 9 7(b) of this Agreement, severally and not jointly, hereby agrees to reimburse the Underwriters hereby agree pursuant to reimburse Section 7 of this Agreement on a quarterly monthly basis the Company for all reasonable legal and other expenses incurred in connection with investigating or defending any claim, action, investigation, inquiry or other proceeding arising out of or based upon any statement or omission, or any alleged statement or omission, omission described in paragraph (b) of Section 9 7 of this AgreementAgreement with respect to such Limited Indemnification Stockholder, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the obligations under Section 7 or this Section 11 8 and the possibility that such payments might later be held to be improper; provided, however, that (i) to the extent any that such payment is ultimately held to be improper, the Company Underwriters shall promptly refund it and (ii) the Company shall provide to the Underwriter, upon request, reasonable assurances of its ability to effect any refund, when and if dueit.

Reimbursement of Certain Expenses. (a) A. In addition to their other obligations under Section 9 VIII of this Agreement, the Company and the Selling Securityholder hereby agrees jointly and severally agree to reimburse on a quarterly basis the Underwriters for all reasonable legal and other expenses incurred in connection with investigating or defending any claim, action, investigation, inquiry or other proceeding arising out of or based upon any statement or omission, or any alleged statement or omission, described in paragraph (a) A. of Section 9 VIII of this Agreement, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the obligations under this Section 11 X and the possibility that such payments might later be held to be improper; provided, however, that (i) to the extent any such payment is ultimately held to be improper, the persons receiving such payments shall promptly refund them and (ii) such persons shall provide to the Company, upon request, reasonable assurances of their ability to effect any refund, when and if due. (b) B. In addition to their other obligations under Section 9 VIII of this Agreement, the Underwriters hereby agree to reimburse on a quarterly basis the Company and the Selling Securityholder for all reasonable legal and other expenses incurred in connection with investigating or defending any claim, action, investigation, inquiry or other proceeding arising out of or based upon any statement or omission, or any alleged statement or omission, described in paragraph (b) B. of Section 9 VIII of this Agreement, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the obligations under this Section 11 X and the possibility that such payments might later be held to be improper; provided, however, that (i) to the extent any such payment is ultimately held to be improper, the Company and the Selling Securityholder shall promptly refund it and (ii) the Company and the Selling Securityholder shall provide to the Underwriter, upon request, reasonable assurances of its ability to effect any refund, when and if due.

Reimbursement of Certain Expenses. (a) In addition to their its other obligations under Section 9 6(a) of this Agreement, the Company hereby agrees to reimburse the Underwriters on a quarterly basis the Underwriters for all reasonable legal and other expenses incurred in connection with investigating or defending any claim, action, investigation, inquiry or other proceeding arising out of or based upon in whole or part, (i) as described in Section 6(a), any untrue statement or omissionalleged untrue statement of a material fact contained in any preliminary prospectus, the Registration Statement or the Prospectus or any amendment or supplement to the Registration Statement or the Prospectus, or the omission or alleged omission to state in such document a material fact required to be stated in it or necessary to make the statements in it not misleading, (ii) any alleged statement inaccuracy in the representations and warranties of the Company contained herein, or omission, described (iii) any failure of the Company to perform its obligations hereunder or under law in paragraph (a) of Section 9 of this Agreementconnection with the transactions contemplated hereby, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the obligations under this Section 11 7 and the possibility that such payments payment might later be held to be improper; provided, however, that (i) that, to the extent any such payment is ultimately held to be improper, the persons receiving such payments shall promptly refund them and (ii) such persons shall provide to the Company, upon request, reasonable assurances of their ability to effect any refund, when and if duethem. (b) In addition to their other obligations under Section 9 of this Agreement, the Underwriters hereby agree to reimburse on a quarterly basis the Company for all reasonable legal and other expenses incurred in connection with investigating or defending any claim, action, investigation, inquiry or other proceeding arising out of or based upon any statement or omission, or any alleged statement or omission, described in paragraph (b) of Section 9 of this Agreement, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the obligations under this Section 11 and the possibility that such payments might later be held to be improper; provided, however, that (i) to the extent any such payment is ultimately held to be improper, the Company shall promptly refund it and (ii) the Company shall provide to the Underwriter, upon request, reasonable assurances of its ability to effect any refund, when and if due.

Reimbursement of Certain Expenses. (a) In addition to their its other obligations under Section 9 of this Agreement, the Company hereby agrees to reimburse the Placement Agent on a quarterly basis the Underwriters for all reasonable legal and other expenses incurred in connection with investigating or defending any claim, action, investigation, inquiry or other proceeding arising out of or based upon upon, in whole or in part, any statement or omission or alleged statement or omission, or any alleged statement inaccuracy in the representations and warranties of the Company contained herein or omissionfailure of the Company to perform its or their respective obligations hereunder or under law, all as described in paragraph (a) of Section 9 of this Agreement9, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the obligations under this Section 11 9 and the possibility that such payments payment might later be held to be improper; provided, however, that (i) that, to the extent any such payment is ultimately held to be improper, the persons receiving such payments shall promptly refund them and (ii) such persons shall provide to the Company, upon request, reasonable assurances of their ability to effect any refund, when and if due. (b) them. In addition to their its other obligations under Section 9 of this Agreement, the Underwriters Selling Stockholder hereby agree agrees to reimburse the Placement Agent on a quarterly basis the Company for all reasonable legal and other expenses incurred in connection with investigating or defending any claim, action, investigation, inquiry or other proceeding arising out of or based upon upon, in whole or in part, any statement or omission or alleged statement or omission, or any alleged statement inaccuracy in the representations and warranties of the Selling Stockholder contained herein or omissionfailure of the Selling Stockholder to perform its or their respective obligations hereunder or under law, all as described in paragraph (b) of Section 9 of this Agreement9, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the obligations under this Section 11 9 and the possibility that such payments payment might later be held to be improper; provided, however, that (i) that, to the extent any such payment is ultimately held to be improper, the Company persons receiving such payments shall promptly refund it and (ii) the Company shall provide to the Underwriter, upon request, reasonable assurances of its ability to effect any refund, when and if duethem.

Reimbursement of Certain Expenses. (a) In addition to their its other obligations under Section 9 6(a) of this Agreement, the Company hereby agrees to reimburse on a quarterly basis the Underwriters for all reasonable legal and other expenses incurred in connection with investigating or defending any claim, action, investigation, inquiry or other proceeding arising out of or based upon in whole or part, (i) as described in Section 6(a), any untrue statement or omissionalleged untrue statement of a material fact contained in any preliminary prospectus, the Registration Statement or the Prospectus or any amendment or supplement to the Registration Statement or the Prospectus, or the omission or alleged omission to state in such document a material fact required to be stated in it or necessary to make the statements in it not misleading, (ii) any alleged statement inaccuracy in the representations and warranties of the Company contained herein or omission, described (iii) any failure of the Company to perform its obligations hereunder or under law in paragraph (a) of Section 9 of this Agreementconnection with the transactions contemplated hereby, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the obligations under this Section 11 7 and the possibility that such payments payment might later be held to be improper; provided, however, that (i) that, to the extent any such payment is ultimately held to be improper, the persons receiving such payments shall promptly refund them and (ii) such persons shall provide to the Company, upon request, reasonable assurances of their ability to effect any refund, when and if duethem. (b) In addition to their other obligations under Section 9 of this Agreement, the Underwriters hereby agree to reimburse on a quarterly basis the Company for all reasonable legal and other expenses incurred in connection with investigating or defending any claim, action, investigation, inquiry or other proceeding arising out of or based upon any statement or omission, or any alleged statement or omission, described in paragraph (b) of Section 9 of this Agreement, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the obligations under this Section 11 and the possibility that such payments might later be held to be improper; provided, however, that (i) to the extent any such payment is ultimately held to be improper, the Company shall promptly refund it and (ii) the Company shall provide to the Underwriter, upon request, reasonable assurances of its ability to effect any refund, when and if due.

Reimbursement of Certain Expenses. (a) In addition to their other obligations under Section 9 7 of this AgreementAgreement (and subject, in the case of a Selling Securityholder, to the last sentence of this Section 11 and the provisions of paragraph (f) of Section 7), the Company and the Selling Securityholders hereby agrees jointly and severally agree to reimburse on a quarterly basis the Underwriters for all reasonable legal and other expenses incurred in connection with investigating or defending any claim, action, investigation, inquiry or other proceeding arising out of or based upon any statement or omission, or any alleged statement or omission, described in paragraph (a) of Section 9 7 of this Agreement, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the obligations under this Section 11 and the possibility that such payments might later be held to be improper; provided, however, that (i) to the extent any such payment is ultimately held to be improper, the persons receiving such payments shall promptly refund them and (ii) such persons shall provide to the Company, upon request, reasonable assurances of their ability to effect any refund, when and if due. (b) In addition . Notwithstanding the foregoing, each Selling Securityholder will only be obligated under this Section 11 if the statement or omission, or alleged statement or omission, giving rise to their other obligations under Section 9 of this Agreement, the Underwriters hereby agree to reimburse on a quarterly basis the Company for all reasonable legal and other expenses incurred in connection with investigating or defending any claim, action, investigation, inquiry or other proceeding arising out related to (A) information pertaining to such Selling Securityholder furnished by or on behalf of such Selling Securityholder expressly for use in any Preliminary Prospectus or based upon any statement the Registration Statement or omission, the Prospectus or any alleged statement amendment thereof or omission, described supplement thereto or (B) facts that would result in paragraph (ban inaccuracy in any representation or warranty made by such Selling Securityholder in Section 2(a) of or Section 9 of this Agreement, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the obligations under this Section 11 and the possibility that such payments might later be held to be improper; provided, however, that (i2(b) to the extent any such payment is ultimately held to be improper, the Company shall promptly refund it and (ii) the Company shall provide to the Underwriter, upon request, reasonable assurances of its ability to effect any refund, when and if duehereof.

Reimbursement of Certain Expenses. (a) In addition to their other obligations under Section 9 7 of this Agreement, (and subject, in the case of the Selling Shareholder, to the last sentence of this Section 11 and the provisions of paragraph (f) of the Section 7), the Company hereby agrees and the Selling Shareholders hereby, jointly and severally, agree to reimburse on a quarterly basis the Underwriters for all reasonable legal and other expenses incurred in connection with investigating or defending any claim, action, investigation, inquiry or other proceeding arising out of or based upon any statement or omission, or any alleged statement or omission, described in paragraph (a) of Section 9 7 of this Agreement, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the obligations under this Section 11 and the possibility that such payments might later be held to be improper; provided, however, that (i) to the extent any such payment is ultimately held to be improper, the persons receiving such payments shall promptly refund them and (ii) such persons shall provide to the Company, upon request, reasonable assurances of their ability to effect any refund, when and if due. (b) In addition . The foregoing notwithstanding, each Selling Shareholder shall only be obligated under this Section 11 if the statement or omission, or alleged statement or omission, giving rise to their other obligations under Section 9 of this Agreement, the Underwriters hereby agree to reimburse on a quarterly basis the Company for all reasonable legal and other expenses incurred in connection with investigating or defending any claim, action, investigation, inquiry or other proceeding arising out related to (a) information pertaining to such Selling Shareholder furnished by or on behalf of such Selling Shareholder expressly for use in any Preliminary Prospectus or based upon any statement the Registration Statement or omission, the Prospectus or any alleged statement such amendment thereof or omission, described in paragraph supplement thereto or (b) facts that would constitute a breach of Section 9 any representation or warranty of this Agreement, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the obligations under this Section 11 and the possibility that such payments might later be held to be improper; provided, however, that (i) to the extent any such payment is ultimately held to be improper, the Company shall promptly refund it and (ii) the Company shall provide to the Underwriter, upon request, reasonable assurances of its ability to effect any refund, when and if dueSelling Shareholder contained herein.

Reimbursement of Certain Expenses. (a) In addition to their other obligations under Section 9 of this AgreementAgreement (and subject to the limitation on reimbursement of expenses set forth in Section 9(c) and subject, in the case of Selling Securityholder, to the provisions of paragraph (f) of Section 9), the Company and the Selling Securityholder hereby agrees jointly and severally agree to reimburse on a quarterly basis the Underwriters for all reasonable legal and other expenses incurred in connection with investigating or defending any claim, action, investigation, inquiry or other proceeding arising out of or based upon any statement or omission, or any alleged statement or omission, described in paragraph (a) of Section 9 of this Agreement, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the obligations under this Section 11 and the possibility that such payments might later be held to be improper; provided, however, that (i) to the extent any such payment is ultimately held to be improper, the persons receiving such payments shall promptly refund them and (ii) such persons shall provide to the Company, upon request, reasonable assurances of their ability to effect any refund, when and if due. (b) In addition to their other obligations under Section 9 of this AgreementAgreement (and subject to the limitation on reimbursement of expenses set forth in Section 9(c)), the Underwriters hereby agree to reimburse on a quarterly basis the Company and the Selling Securityholder for all reasonable legal and other expenses incurred in connection with investigating or defending any claim, action, investigation, inquiry or other proceeding arising out of or based upon any statement or omission, or any alleged statement or omission, described in paragraph (b) of Section 9 of this Agreement, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the obligations under this Section 11 and the possibility that such payments might later be held to be improper; provided, however, that (i) to the extent any such payment is ultimately held to be improper, the Company and the Selling Securityholder shall promptly refund it and (ii) the Company and the Selling Securityholder shall provide to the Underwriter, upon request, reasonable assurances of its ability to effect any refund, when and if due.

Reimbursement of Certain Expenses. (a) In addition Subject to their other obligations under Section 9 of this Agreement, the Company hereby agrees to reimburse on a quarterly monthly basis the Underwriters for all reasonable legal and other expenses incurred in connection with investigating or defending any claim, action, investigation, inquiry or other proceeding arising out of or based upon any statement or omission, or any alleged statement or omission, described in paragraph (a) of Section 9 of this Agreement9(a), notwithstanding the absence of a judicial determination as to the propriety and enforceability of the obligations under this Section 11 and the possibility that such payments might later be held to be improper; provided, however, that (i) to the extent any such payment is ultimately held to be improper, the persons receiving such payments shall promptly refund them and (ii) such persons shall provide to the Company, upon request, reasonable assurances of their ability to effect any refund, when and if due. (b) In addition Subject to their other obligations under Section 9 of this Agreement, the Underwriters hereby agree to reimburse on a quarterly monthly basis the Company for all reasonable legal and other expenses incurred in connection with investigating or defending any claim, action, investigation, inquiry or other proceeding arising out of or based upon any statement or omission, or any alleged statement or omission, described in paragraph (bSection 9(b) of Section 9 of this Agreement, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the obligations under this Section 11 and the possibility that such payments might later be held to be improper; provided, however, that (i) to the extent any such payment is ultimately held to be improper, the Company shall promptly refund it and (ii) the Company shall provide to the UnderwriterRepresentative, upon request, reasonable assurances of its ability to effect any refund, when and if due.

Reimbursement of Certain Expenses. (a) In addition to their other obligations under Section 9 10 of this AgreementAgreement (and subject, in the case of Selling Securityholder, to the provisions of paragraph (g) of Section 10), the Company and the Selling Securityholder hereby agrees jointly and severally agree to reimburse on a quarterly basis the Underwriters for all reasonable legal and other expenses incurred in connection with investigating or defending any claim, action, investigation, inquiry or other proceeding arising out of or based upon any statement or omission, or any alleged statement or omission, described in paragraph (a) of Section 9 10 of this Agreement, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the obligations under this Section 11 12 and the possibility that such payments might later be held to be improper; provided, however, that (i) to the extent any such payment is ultimately held to be improper, the persons receiving such payments shall promptly refund them and (ii) such persons shall provide to the Company, upon request, reasonable assurances of their ability to effect any refund, when and if duedue and (iii) the Company and the Selling Securityholder shall be obligated to pay such reimbursement only if they are indemnifying parties under paragraph (a) of Section 10 with respect to the statement or omission or alleged statement or omission being investigated or defended. (b) In addition to their other obligations under Section 9 10 of this Agreement, the Underwriters hereby agree to reimburse on a quarterly basis the Company and the Selling Securityholder for all reasonable legal and other expenses incurred in connection with investigating or defending any claim, action, investigation, inquiry or other proceeding arising out of or based upon any statement or omission, or any alleged statement or omission, described in paragraph (b) of Section 9 10 of this Agreement, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the obligations under this Section 11 12 and the possibility that such payments might later be held to be improper; provided, however, that (i) to the extent any such payment is ultimately held to be improper, the Company and the Selling Securityholder shall promptly refund it and (ii) the Company and the Selling Securityholder shall provide to the Underwriter, upon request, reasonable assurances of its ability to effect any refund, when and if due.