Common use of The Selling Clause in Contracts

The Selling. Stockholders [, jointly and severally,] shall indemnify and hold harmless each Underwriter Indemnified Party, against any loss, claim, damage or liability, joint or several, or any action in respect thereof, to which that Underwriter Indemnified may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, liability or action arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Prospectus, either of the Registration Statements or the Prospectus or in any amendment or supplement thereto or (ii) the omission or alleged omission to state in any Preliminary Prospectus, either of the Registration Statements 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 but in each case only to the extent that the 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 through the Representatives by or on behalf of the 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 or action as such expenses are incurred; provided, however, that the Selling Stockholders shall not be liable in any such case to the extent that any such loss, claim, damage, liability or action arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from the Preliminary Prospectus, the Registration Statement or the Prospectus or any such amendment or supplement 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 Underwriters' Information. This indemnity agreement is not exclusive and will be in addition to any liability which the Selling Stockholders might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Underwriter Indemnified Party.]

The Selling. Stockholders [(subject to the limitation on indemnity contained in the last section of this Section 9(b)) severally and not jointly, jointly and severally,] shall indemnify and hold harmless each International Underwriter Indemnified Partyand each person, if any, who controls any International Underwriter within the meaning of the Act, from and against any loss, claim, damage or liability, joint or several, or any action in respect thereofthereof (including but not limited to, any loss, claim, damage, liability or action relating to purchases and sales of Shares in connection herewith), to which that International Underwriter Indemnified or controlling person may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, liability or action arises out of of, or is based upon upon, (i) any untrue statement or alleged untrue statement of a material fact contained in the any Preliminary Prospectus, either of the Registration Statements Statement or the Prospectus or in any amendment or supplement thereto or (ii) the omission or alleged omission to state in any Preliminary Prospectus, either of the Registration Statements or the Prospectus or in any amendment or supplement thereto therein a material fact required to be stated therein or necessary to make the statements therein not misleading misleading, but in each case only to the extent that the untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished in writing to the Company through the Representatives by or on behalf of the such Selling Stockholder specifically expressly for inclusion use therein, and shall reimburse each International Underwriter Indemnified Party promptly upon demand and each such controlling person for any legal or other expenses reasonably incurred by that International Underwriter Indemnified Party or controlling person in connection with investigating or defending or preparing to defend or defending against or appearing as a third party witness in connection with any such loss, claim, damage, liability or action as such expenses are incurred; , provided, however, that the Selling Stockholders as to any Preliminary Prospectus this indemnity agreement shall not be liable in any such case inure to the extent benefit of any International Underwriter or any person controlling that International Underwriter on account of any such loss, claim, damage, liability or action arises out arising from the sale of Shares to any person by that International Underwriter if that International Underwriter failed to send or is based upon an give a copy of the Prospectus, as the same may be amended or supplemented, to that person within the time required by the Act, and the untrue statement or alleged untrue statement in of a material fact or omission or alleged omission to state a material fact in such Preliminary Prospectus was corrected in the Prospectus unless such failure resulted from non-compliance by the Company with Section 5(c) of the U.S. Underwriting Agreement. For purposes of the last proviso to the immediately preceding sentence the term "Prospectus" shall not be deemed to include the documents incorporated therein by reference, and no International Underwriter shall be obligated to send or give any supplement or amendment to any document incorporated by reference in any Preliminary Prospectus, the Registration Statement Prospectus or the Prospectus to any person other than a person to whom such International Underwriter had delivered such incorporated document or any such amendment or supplement documents in reliance upon and in conformity with response to a 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 Underwriters' Informationrequest therefor. This The foregoing indemnity agreement is not exclusive and will be in addition to any liability which the Selling Stockholders might may otherwise have to any International Underwriter or any controlling person of that International Underwriter. The aggregate liability of any Selling Stockholder to indemnify the International Underwriters and any controlling persons of the International Underwriters pursuant to the foregoing indemnity agreement shall not limit any rights or remedies which may otherwise be available at law or in equity exceed the proceeds received by such Selling Stockholder from the Shares sold by it pursuant to each Underwriter Indemnified Partythis Agreement.]

The Selling. Stockholders [other than John X. Xxxxxxx, jointly xxintly and severally,] shall , will indemnify and hold harmless each Underwriter, its partners, directors and officers and each person who controls such Underwriter Indemnified Partywithin the meaning of Section 15 of the Act, against any losslosses, claimclaims, damage damages or liabilityliabilities, joint or several, or any action in respect thereof, to which that such Underwriter Indemnified may become subject, under the Securities Act or otherwise, insofar as such losslosses, claimclaims, damage, liability damages or action arises liabilities (or actions in respect thereof) arise out of or is are based upon (i) any untrue statement or alleged untrue statement of a any material fact contained in any Registration Statement, the Preliminary Prospectus, either of the Registration Statements or the Prospectus or in any amendment or supplement thereto thereto, or (ii) any related preliminary prospectus, or arise out of or are based upon the omission or alleged omission to state in any Preliminary Prospectus, either of the Registration Statements or the Prospectus or in any amendment or supplement thereto therein a material fact required to be stated therein or necessary to make the statements therein not misleading but in each case only to the extent that the 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 through the Representatives by or on behalf of the Selling Stockholder specifically for inclusion thereinmisleading, and shall will reimburse each Underwriter Indemnified Party promptly upon demand for any legal or other expenses reasonably incurred by that such 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 or action as such expenses are incurred; provided, however, that the Selling Stockholders shall will not be liable in any such case to the extent that any such loss, claim, damage, damage or liability or action arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from the Preliminary Prospectus, the Registration Statement or the Prospectus or any of such amendment or supplement documents in reliance upon and in conformity with written information furnished to the Company by an Underwriter through the Representatives by or on behalf of any Underwriter 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 liability of each Selling Stockholder pursuant to this subsection shall not exceed the product of the number of Shares sold by such Selling Stockholder and the public offering price of the Shares as set forth in the Prospectus. John X. Xxxxxxx xxxl indemnify and hold harmless each Underwriter, its partners, directors and officers and each person who controls such Underwriter within the meaning of Section 15 of the Act, against any losses, claims, damages or liabilities, joint or several, to which information such Underwriter may become subject, under the parties hereto agree is limited Act 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 Registration Statement, the Prospectus, or any amendment or supplement thereto, or any related preliminary prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the Underwriters' Information. This indemnity agreement is not exclusive extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in any Registration Statement, the Prospectus, or any amendment or supplement thereto, or any related preliminary prospectus in reliance upon and in conformity with written information furnished to the Company by such Selling Stockholder expressly for use therein, and will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that such Selling Stockholder will not be liable in addition any such case to the extent that any such loss, claim, damage or liability which 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 an 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 liability of such Selling Stockholders might otherwise have and Stockholder pursuant to this subsection shall not limit any rights or remedies which may otherwise be available at law or exceed the product of the number of Shares sold by such Selling Stockholder and the public offering price of the Shares as set forth in equity to each Underwriter Indemnified Partythe Prospectus.]

The Selling. Stockholders [Shareholder agrees that the Attorney-in-Fact shall not be liable for any action taken hereunder, jointly and severally,] shall for any failure to act hereunder, or for any other reason except gross negligence or willful misconduct. The Selling Shareholder hereby agrees to indemnify and hold harmless each Underwriter Indemnified Party, the Attorney-in-Fact from and against any and all loss, claim, damage or liability, joint or several, or any action in respect thereof, to which that Underwriter Indemnified may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, liability or action arises out of expense as incurred which the Attorney-in-Fact may sustain directly or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Prospectus, either of the Registration Statements or the Prospectus or in any amendment or supplement thereto or (ii) the omission or alleged omission to state in any Preliminary Prospectus, either of the Registration Statements 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 but in each case only to the extent that the 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 through the Representatives by or on behalf of the Selling Stockholder specifically for inclusion therein, and shall reimburse each Underwriter Indemnified Party promptly upon demand indirectly for any legal or other expenses reasonably incurred by that Underwriter Indemnified Party action in connection with investigating this Power of Attorney taken or preparing to defend omitted in good faith or defending against or appearing in accordance with an opinion of counsel, who may be counsel for the Company, so long as a third party witness in connection with any such loss, claim, damage, liability or action expense was or is not due to the Attorney-in-Fact's own gross negligence or willful misconduct as such expenses are incurred; provided, however, finally determined by a court of competent jurisdiction. It is understood that the Attorney-in-Fact shall serve entirely without compensation, but will be entitled to reimbursement from the Selling Stockholders Shareholder for all out-of-pocket expenses incurred by them hereunder. 5.1 This Agreement, the deposit of the Shares pursuant hereto, and all authority hereby conferred, is granted, made and conferred subject to and in consideration of (i) the interests of the Attorneys-in-Fact, the Underwriters and the Company in and for the purpose of completing the transactions contemplated hereunder and by the Underwriting Agreement and (ii) the completion of the registration of Ordinary Shares pursuant to the Registration Statement and the other acts of the above-mentioned parties from the date hereof to and including the execution and delivery of the Underwriting Agreement in anticipation of the sale of Ordinary Shares, including the Shares, to the Underwriters; and the Attorneys-in-Fact are hereby further vested with an estate, right, title and interest in and to the Shares deposited herewith for the purpose of irrevocably empowering and securing to them authority sufficient to consummate said transactions. Accordingly, this Agreement shall be irrevocable prior to December 20, 2002 and shall remain in full force and effect until that date. The undersigned Selling Shareholder further agrees that this Agreement shall not be liable terminated by operation of law or upon any dissolution, winding up, distribution of assets or other event affecting the legal existence of the undersigned Selling Shareholder. If any event referred to in the preceding sentence shall occur, whether with or without notice thereof to the Attorneys-in-Fact, any of the Underwriters or any other person, the Attorneys-in-Fact shall nevertheless be authorized and empowered to deliver and deal with the Shares deposited under the Agreement by the undersigned Selling Shareholder in accordance with the terms and provisions of the Underwriting Agreement and this Agreement as if such event had not occurred. 5.2 Notwithstanding any other provision of this Power of Attorney to the contrary, this Power of Attorney (excluding Article IV) shall terminate forthwith upon (i) the termination of the Underwriting Agreement, with respect to the Selling Shareholder, in accordance with the provisions thereof, (ii) the failure to consummate the sale of any of the Shares to the Underwriters within 30 days of the date on which the Underwriting Agreement is executed or (iii) the failure of the Representatives and the Lead Managers to execute the Underwriting Agreement by December 20, 2002. Such termination shall not affect the validity of any lawful action done or performed by the Attorney-in-Fact pursuant hereto prior to such termination. Upon any such case termination of this Power of Attorney, the Attorney-in-Fact shall provide written instructions to the extent that any such loss, claim, damage, liability or action arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from Custodian to return the Preliminary Prospectus, certificate(s) and other documents deposited under the Registration Statement or the Prospectus or any such amendment or supplement in reliance upon and in conformity with written information furnished Custody Agreement to the Company through Attorney-in-Fact. The Selling Shareholder directs the Representatives by or on behalf Attorney-in-Fact, if this Power of Attorney is terminated as provided herein and after the payment of any Underwriter specifically for use thereinexpense to be paid or borne by the Selling Shareholder, which information the parties hereto agree is limited if any, to redeliver or cause to be redelivered to the Underwriters' Information. This indemnity agreement is not exclusive Selling Shareholder the certificate(s) and will be in addition to any liability which other documents deposited under the Selling Stockholders might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Underwriter Indemnified PartyCustody Agreement.]

The Selling. Stockholders [Stockholders, jointly and severally,] , shall indemnify and hold harmless each Underwriter, the directors, officers, employees and agents of each Underwriter, and each person, if any, who controls any Underwriter Indemnified Partywithin the meaning of the Securities Act, from and against any loss, claim, damage or liability, joint or several, or any action in respect thereofthereof (including, but not limited to, any loss, claim, damage, liability or action relating to purchases and sales of Stock), to which that Underwriter Indemnified Underwriter, director, officer, employee, agent or controlling person may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, liability or action arises out of of, or is based upon upon, (i) any untrue statement or alleged untrue statement of a material fact contained in the any Preliminary Prospectus, either of the Registration Statements Statement or the Prospectus or in any amendment or supplement thereto or (ii) the omission or alleged omission to state in therein, any Preliminary Prospectus, either of the Registration Statements 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 or (iii) any act or failure to act or any alleged act or failure to act by any Underwriter in connection with, or relating in any manner to, the Stock or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon matters covered by clause (i) or (ii) above (provided that the Selling Stockholders shall not be liable under this clause (iii) to the extent that it is determined in a final judgment by a court of competent jurisdiction that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by such Underwriter through its gross negligence or willful misconduct), but in each case only to the extent that the untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon on and in conformity with written information furnished to the Company through the Representatives by or on behalf of the Selling Stockholder specifically for inclusion thereinInformation, and shall reimburse each Underwriter, the directors, officers, employees and agents of each Underwriter Indemnified Party promptly upon demand and each such controlling person for any legal or other expenses reasonably incurred by that Underwriter Indemnified Party Underwriter, director, officer and employee, agent or controlling person in connection with investigating or defending or preparing to defend or defending against or appearing as a third party witness in connection with any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Selling Stockholders shall not be liable in any such case to the extent that any such loss, claim, damage, liability or action arises out of of, or is based upon an upon, any untrue statement or alleged untrue statement in or omission or alleged omission from the made in any Preliminary Prospectus, the Registration Statement or the Prospectus or in any such amendment or supplement or in any Blue Sky Application in reliance upon and in conformity with written information concerning such Underwriter furnished to the Company through the Representatives by or on behalf of any Underwriter specifically for use inclusion therein (which information shall be determined as set forth in Section 10(c)) and provided, further, that as to any Preliminary Prospectus or supplement thereto this indemnity agreement shall not inure to the benefit of any Underwriter, the directors, officers, employees and agents of each Underwriter or any person controlling that Underwriter on account of any loss, claim, damage, liability or action arising from the sale of Stock to any person by that Underwriter if that Underwriter failed to send or 27 27 give a copy of the Prospectus, as the same may be amended or supplemented, to that person within the time required by the Securities Act, and the untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact in such Preliminary Prospectus or supplement thereto was corrected in that Prospectus. For purposes of the second proviso to the immediately preceding sentence, the term Prospectus shall not be deemed to include the documents incorporated by reference therein, which information and no Underwriter shall be obligated to send or give any supplement or amendment to any document incorporated by reference in a Preliminary Prospectus or supplement thereto or the parties hereto agree is Prospectus to any person other than a person to whom such Underwriter has delivered such incorporated documents in response to a written request therefor. Notwithstanding the provisions of this Section 10(b), the Selling Stockholders' aggregate liability under this Section 10(b) shall be limited to an amount equal to the Underwriters' Informationtotal net proceeds from the sale of the Stock (before deducting expenses) received by the Selling Stockholders pursuant to this Agreement. This The foregoing indemnity agreement is not exclusive and will be in addition to any liability which the Selling Stockholders might Stockholder may otherwise have and shall not limit to any rights Underwriter or remedies which may otherwise be available at law any director, officer, employee, agent or in equity to each Underwriter Indemnified Partycontrolling person of that Underwriter.]

The Selling. Stockholders [, severally and not jointly and severally,] shall will indemnify and hold harmless each Underwriter, its partners, directors and officers and each person who controls such Underwriter Indemnified Partywithin the meaning of Section 15 of the Act, against any losslosses, claimclaims, damage damages or liabilityliabilities, joint or several, or any action in respect thereof, to which that such Underwriter Indemnified may become subject, under the Securities Act or otherwise, insofar as such losslosses, claimclaims, damage, liability damages or action arises liabilities (or actions in respect thereof) arise out of or is are based upon (i) any untrue statement or alleged untrue statement of a any material fact contained in any Registration Statement, the Preliminary Prospectus, either of the Registration Statements or the Prospectus or in any amendment or supplement thereto thereto, or (ii) any related preliminary prospectus, or arise out of or are based upon the omission or alleged omission to state in any Preliminary Prospectus, either of the Registration Statements or the Prospectus or in any amendment or supplement thereto therein a material fact required to be stated therein or necessary to make the statements therein not misleading but in each case only to the extent that the 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 through the Representatives by or on behalf of the Selling Stockholder specifically for inclusion thereinmisleading, and shall will reimburse each Underwriter Indemnified Party promptly upon demand for any legal or other expenses reasonably incurred by that such 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 or action as such expenses are incurred; provided, however, that the Selling Stockholders shall will not be liable in any such case to the extent that any such loss, claim, damage, damage or liability or action arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from the Preliminary Prospectus, the Registration Statement or the Prospectus or any of such amendment or supplement documents in reliance upon and in conformity with written information furnished to the Company by an Underwriter through the Representatives by or on behalf of any Underwriter specifically for use therein, which it being understood and agreed that the only such information furnished by any Underwriter consists of the parties hereto agree is limited information described as such in subsection (c) below; and provided, further, that with respect to any untrue statement or alleged untrue statement in or omission or alleged omission from any preliminary prospectus the indemnity agreement contained in this subsection (b) shall not inure to the Underwriters' Information. This indemnity agreement benefit of any Underwriter for whom the person asserting any such losses, claims, damages or liabilities purchased the Offered Securities concerned, to the extent that a prospectus relating to such Offered Securities was required to be delivered by such Underwriter under the Act in connection with such purchase and any such loss, claim, damage or liability of such Underwriter results from the fact that there was not sent or given to such person, at or prior to the written confirmation of the sale of such Offered Securities to such person, a copy of the Prospectus (exclusive of material incorporated by reference) if the Company had previously furnished copies thereof to such Underwriter; and provided, further, that each Selling Stockholder shall be liable in any such case only to the extent that any such loss, claim, damage or liability arises out of or is not exclusive based upon statements or omissions from a Registration Statement or Prospectus based upon written information furnished to the Company by such Selling Stockholder specifically for use therein, it being understood and will be agreed that the only such information furnished by each Selling Stockholder consists of the information in addition the Prospectus relating to any liability which such Selling Stockholder under the caption "Selling Stockholders might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or Stockholders" (including without limitation the information set forth in equity to each Underwriter Indemnified Partythe footnotes thereto).]

The Selling. Stockholders [Stockholder agrees that the Attorney-in-Fact shall not be liable for any action taken hereunder, jointly and severally,] shall for any failure to act hereunder, or for any other reason except gross negligence or willful misconduct. The Selling Stockholder hereby agrees to indemnify and hold harmless each Underwriter Indemnified Party, the Attorney-in-Fact from and against any and all loss, claim, damage or liability, joint or several, or any action in respect thereof, to which that Underwriter Indemnified may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, liability or action arises out of expense as incurred which the Attorney-in-Fact may sustain directly or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Prospectus, either of the Registration Statements or the Prospectus or in any amendment or supplement thereto or (ii) the omission or alleged omission to state in any Preliminary Prospectus, either of the Registration Statements 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 but in each case only to the extent that the 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 through the Representatives by or on behalf of the Selling Stockholder specifically for inclusion therein, and shall reimburse each Underwriter Indemnified Party promptly upon demand indirectly for any legal or other expenses reasonably incurred by that Underwriter Indemnified Party action in connection with investigating this Power of Attorney taken or preparing to defend omitted in good faith or defending against or appearing in accordance with an opinion of counsel, who may be counsel for the Company, so long as a third party witness in connection with any such loss, claim, damage, liability or action expense was or is not due to the Attorney-in-Fact's own gross negligence or willful misconduct as such expenses are incurred; provided, however, finally determined by a court of competent jurisdiction. It is understood that the Attorneys-in-Fact shall be compensated by the Selling Stockholders Stockholder for their services based upon their usual and customary hourly billing rate and shall be entitled to reimbursement from the Selling Stockholder for all out-of-pocket expenses incurred by them hereunder. 5.1 This Agreement, the deposit of the Shares pursuant hereto, and all authority hereby conferred, is granted, made and conferred subject to and in consideration of (i) the interests of the Attorneys-in-Fact, the Underwriters and the Company in and for the purpose of completing the transactions contemplated hereunder and by the Underwriting Agreement and (ii) the completion of the registration of Common Stock pursuant to the Registration Statement and the other acts of the above-mentioned parties from the date hereof to and including the execution and delivery of the Underwriting Agreement in anticipation of the sale of Common Stock, including the Shares, to the Underwriters; and the Attorneys-in-Fact are hereby further vested with an estate, right, title and interest in and to the Shares deposited with the Custodian for the purpose of irrevocably empowering and securing to them authority sufficient to consummate said transactions. Accordingly, this Power of Attorney shall be irrevocable prior to July 30, 2005 and shall remain in full force and effect until that date. The Selling Stockholder further agrees that this Power of Attorney shall not be liable terminated as a result of an Event. If any Event shall occur, whether with or without notice thereof to the Attorneys-in-Fact, any of the Underwriters or any other person, the Attorneys-in-Fact shall nevertheless be authorized and empowered to deliver and deal with the Shares and the Instruments deposited with the Custodian in accordance with the terms and provisions of the Underwriting Agreement and this Power of Attorney as if such Event had not occurred. 5.2 Notwithstanding any other provision of this Power of Attorney to the contrary, this Power of Attorney (excluding Article IV) shall terminate immediately upon (i) the termination of the Underwriting Agreement, with respect to the Selling Stockholder, in accordance with the provisions thereof, (ii) the failure to consummate the sale of any of the Shares to the Underwriters within 30 days following the date on which the Underwriting Agreement is executed by the Company and the Representatives or (iii) the failure of the Representatives and the Company to execute the Underwriting Agreement by July 15, 2005. Such termination shall not affect the validity of any lawful action done or performed by the Attorney-in-Fact pursuant hereto prior to such termination. Upon any such case termination of this Power of Attorney, the Attorney-in-Fact shall provide written instructions to the extent that any such loss, claim, damage, liability Custodian to return the certificate(s) and other documents or action arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from instruments deposited under the Preliminary Prospectus, the Registration Statement or the Prospectus or any such amendment or supplement in reliance upon and in conformity with written information furnished Custody Agreement to the Company through Attorney-in-Fact. The Selling Stockholder directs the Representatives by or on behalf Attorney-in-Fact, if this Power of Attorney is terminated as provided herein and after the payment of any Underwriter specifically for use thereinexpense to be paid or borne by the Selling Stockholder, which information the parties hereto agree is limited if any, to redeliver or cause to be redelivered to the Underwriters' Information. This indemnity agreement is not exclusive Selling Stockholder the certificate(s) and will be in addition to any liability which other documents or instruments deposited under the Selling Stockholders might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Underwriter Indemnified PartyCustody Agreement.]

The Selling. Stockholders [severally and not jointly, jointly and severally,] shall will indemnify and hold harmless each Underwriter, its partners, directors and officers and each person who controls such Underwriter Indemnified Partywithin the meaning of Section 15 of the Act, against any losslosses, claimclaims, damage damages or liabilityliabilities, joint or several, or any action in respect thereof, to which that such Underwriter Indemnified may become subject, under the Securities Act or otherwise, insofar as such losslosses, claimclaims, damage, liability damages or action arises liabilities (or actions in respect thereof) arise out of or is are based upon (i) any untrue statement or alleged untrue statement of a any material fact contained in any Registration Statement, the Preliminary Prospectus, either of the Registration Statements or the Prospectus or in any amendment or supplement thereto thereto, or (ii) any related preliminary prospectus, or arise out of or are based upon the omission or alleged omission to state in any Preliminary Prospectus, either of the Registration Statements or the Prospectus or in any amendment or supplement thereto therein a material fact required to be stated therein or necessary to make the statements therein not misleading but in each case only to the extent that the 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 through the Representatives by or on behalf of the Selling Stockholder specifically for inclusion thereinmisleading, and shall will reimburse each Underwriter Indemnified Party promptly upon demand for any legal or other expenses reasonably incurred by that such 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 or action as such expenses are incurred; provided, however, that the Selling Stockholders shall will not be liable in any such case to the extent that any such loss, claim, damage, damage or liability or action arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from the Preliminary Prospectus, the Registration Statement or the Prospectus or any of such amendment or supplement documents in reliance upon and in conformity with written information furnished to the Company by an Underwriter through the Representatives by or on behalf of any Underwriter specifically for use therein, which it being understood and agreed that the only such information furnished by any Underwriter consists of the parties hereto agree is information described as such in subsection (c) below. The liability of each Selling Stockholder under the indemnity agreement contained in this paragraph shall be limited to an amount equal to the Underwriters' Information. This indemnity agreement is not exclusive and will be in addition to any liability which net proceeds received by such Selling Stockholder (before deducting expenses) from the offering of the Offered Securities sold by such Selling Stockholders might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Underwriter Indemnified PartyStockholder.]

The Selling. Stockholders [Stockholders, jointly severally and severally,] shall not jointly, will indemnify and hold harmless each Underwriter Indemnified Party, against any losslosses, claimclaims, damage damages or liabilityliabilities, joint or several, or any action in respect thereof, to which that such Underwriter Indemnified may become subject, under the Securities Act or otherwise, insofar as such losslosses, claimclaims, damage, liability damages or action arises liabilities (or actions in respect thereof) arise out of or is are based upon (i) any untrue statement or alleged untrue statement of a any material fact contained in any Registration Statement, the Preliminary Prospectus, either of the Registration Statements or the Prospectus or in any amendment or supplement thereto thereto, or (ii) any related preliminary prospectus, or arise out of or are based upon the omission or alleged omission to state in any Preliminary Prospectus, either of the Registration Statements or the Prospectus or in any amendment or supplement thereto therein a material fact required to be stated therein or necessary to make the statements therein not misleading but (in each the case only to the extent that the 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 through the Representatives by or on behalf of the Selling Stockholder specifically for inclusion thereinProspectus, any amendment or supplement thereto or any related preliminary prospectus, in the light of the circumstances under which such statements were made) not misleading, and shall will reimburse each Underwriter Indemnified Party promptly upon demand for any legal or other expenses reasonably incurred by that such 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 or action as such expenses are incurred; provided, however, that the Selling Stockholders shall not will be liable in any such case only in the event that any such Selling Stockholder shall have breached any of the representations and warranties contained in Section 2(b) herein and no Selling Stockholder will be liable to the extent that any such loss, claim, damage, damage or liability or action arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from the Preliminary Prospectus, the Registration Statement or the Prospectus or any of such amendment or supplement documents in reliance upon and in conformity with written information furnished to the Company by an Underwriter through the Representatives by or on behalf of any Underwriter specifically for use therein, which it being understood and agreed that the only such information furnished by any Underwriter consists of the parties hereto agree is information described as such in subsection (c) below; and provided, further, that the liability under this Section of each Selling Stockholder shall be limited to an amount equal to the Underwriters' Information. This gross proceeds to such Selling Stockholder from the sale of Offered Securities sold by such Selling Stockholder; and provided, further, that with respect to any untrue statement or alleged untrue statement in or omission or alleged omission from any preliminary prospectus, the indemnity agreement is not exclusive and will be contained in addition to any liability which the Selling Stockholders might otherwise have and this subsection (b) shall not limit inure to the benefit of any rights Underwriter from whom the person asserting any such losses, claims, damages or remedies which may otherwise liabilities purchased the Offered Securities concerned, to the extent that a prospectus relating to such Offered Securities was required to be available delivered by such Underwriter under the Act in connection with such purchase and any such loss, claim, damage or liability of such Underwriter results from the fact that there was not sent or given to such person, at law or in equity prior to each Underwriter Indemnified Partythe written confirmation of the sale of such Offered Securities to such person, a copy of the Prospectus (exclusive of material incorporated by reference) if the Company had previously furnished copies thereof to such Underwriter.]