Common use of Reimbursement of Certain Expenses Clause in Contracts

Reimbursement of Certain Expenses. In addition to its other obligations under Section 7(a) of this Agreement, the Company hereby agrees to reimburse the Underwriters on a quarterly basis 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 in part, any statement or omission or alleged statement or omission, or any inaccuracy in the representations and warranties of the Company contained herein or failure of the Company to perform its or their respective obligations hereunder or under law, all as described in Section 7(a), notwithstanding the absence of a judicial determination as to the propriety and enforceability of the obligations under this Section 8 and the possibility that such payment might later be held to be improper; provided, however, that, to the extent any such payment is ultimately held to be improper, the persons receiving such payments shall promptly refund them.

Reimbursement of Certain Expenses. In addition to its their other obligations under Section 7(a7 of this Agreement (and subject, in the case of a Selling Securityholder, to the provisions of paragraph (f) of this AgreementSection 7), the Company and the Selling Securityholders hereby agrees jointly and severally agree 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 in part, upon any statement or omission or alleged statement or omission, or any inaccuracy in the representations and warranties of the Company contained herein alleged statement or failure of the Company to perform its or their respective obligations hereunder or under lawomission, all as described in paragraph (a) of Section 7(a)7 of this Agreement, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the obligations under this Section 8 11 and the possibility that such payment payments might later be held to be improper; provided, however, that, that (i) to the extent any such payment is ultimately held to be improper, the persons receiving such payments shall promptly refund themthem and (ii) such persons shall provide to the Company, upon request, reasonable assurances of their ability to effect any refund, when and if due.

Reimbursement of Certain Expenses. In addition to its other obligations under Section 7(a6(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 in part, any statement or omission or alleged statement or omission, or any inaccuracy in the representations and warranties of the Company contained herein or failure of the Company to perform its or their respective obligations hereunder or under law, all as described in Section 7(a6(a), notwithstanding the absence of a judicial determination as to the propriety and enforceability of the obligations under this Section 8 7 and the possibility that such payment might later be held to be improper; provided, however, that, to the extent any such payment is ultimately held to be improper, the persons receiving such payments shall promptly refund them.

Reimbursement of Certain Expenses. In addition to its other obligations under Section 7(a) of this Agreement, the Company hereby agrees to reimburse the Underwriters on a quarterly basis 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 in part, any statement or omission or alleged statement or omission, or any inaccuracy in the representations and warranties of the Company contained herein or failure of the Company to perform its or their respective obligations hereunder or under law, all as described in Section 7(a), notwithstanding the absence of a judicial determination as to the propriety and enforceability of the obligations under this Section 8 and the possibility that such payment might later be held to be improper; provided, however, that, to the extent any such payment is ultimately held to be improper, the persons receiving such payments shall promptly refund them.

Reimbursement of Certain Expenses. In addition to its other obligations under Section 7(a) of this Agreement, the Company hereby agrees to reimburse the Underwriters Underwriter on a quarterly basis 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 in part, any statement or omission or alleged statement or omission, or any inaccuracy in the representations and warranties of the Company contained herein or failure of the Company to perform its or their respective obligations hereunder or under law, all as described in Section 7(a), notwithstanding the absence of a judicial determination as to the propriety and enforceability of the obligations under this Section 8 and the possibility that such payment might later be held to be improper; provided, however, that, to the extent any such payment is ultimately held to be improper, the persons receiving such payments shall promptly refund them.

Reimbursement of Certain Expenses. In addition to its other obligations under Section 7(a) of this Agreement, the Company hereby agrees to reimburse the Underwriters on a quarterly basis 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 in part, any statement or omission or alleged statement or omission, or any inaccuracy in the representations and warranties of the Company contained herein or failure of the Company to perform its or their respective obligations hereunder or under law, all as described in Section 7(a), notwithstanding the absence of a judicial determination as to the propriety and enforceability of the obligations under this Section 8 9 and the possibility that such payment might later be held to be improper; provided, however, that, to the extent any such payment is ultimately held to be improper, the persons receiving such payments shall promptly refund them.

Reimbursement of Certain Expenses. In addition to its their other obligations under Section 7(a7 of this Agreement (and subject, in the case of a Selling Securityholder, to the provisions of paragraph (f) of this AgreementSection 7), the Company and the Selling Securityholders hereby agrees jointly and severally agree to reimburse on a monthly basis the Underwriters on a quarterly basis 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 in part, upon any statement or omission or alleged statement or omission, or any inaccuracy in the representations and warranties of the Company contained herein alleged statement or failure of the Company to perform its or their respective obligations hereunder or under lawomission, all as described in paragraph (a) of Section 7(a)7 of this Agreement, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the obligations under this Section 8 and the possibility that such payment payments might later be held to be improper; provided, however, that, that (i) to the extent any such payment is ultimately held to be improper, the persons receiving such payments shall promptly refund themthem and (ii) such persons shall provide to the Company, upon request, reasonable assurances of their ability to effect any refund, when and if due.

Reimbursement of Certain Expenses. In addition to its their other obligations under Section 7(a7 of this Agreement (and subject, in the case of a Selling Securityholder, to the provisions of paragraph (f) of this AgreementSection 7), the Company and the Selling Securityholders hereby agrees jointly and severally agree 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 in part, upon any statement or omission or alleged statement or omission, or any inaccuracy in the representations and warranties of the Company contained herein alleged statement or failure of the Company to perform its or their respective obligations hereunder or under lawomission, all as described in paragraph (a) of Section 7(a)7 of this Agreement, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the obligations under this Section 8 11 and the possibility that such payment payments might later be held to be improper; provided, however, that, that (i) to the extent any such payment is ----------------- ultimately held to be improper, the persons receiving such payments shall promptly refund themthem and (ii) such persons shall provide to the Company, upon request, reasonable assurances of their ability to effect any refund, when and if due.

Reimbursement of Certain Expenses. In addition to its their other obligations under Section 7(a7 of this Agreement (and subject, in the case of the Selling Securityholder, to the provisions of paragraph (f) of this AgreementSection 7), the Company and the Selling Securityholder hereby agrees jointly and severally agree 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 in part, upon any statement or omission or alleged statement or omission, or any inaccuracy in the representations and warranties of the Company contained herein alleged statement or failure of the Company to perform its or their respective obligations hereunder or under lawomission, all as described in paragraph (a) of Section 7(a)7 of this Agreement, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the obligations under this Section 8 11 and the possibility that such payment payments might later be held to be improper; providedPROVIDED, howeverHOWEVER, that, that (i) to the extent any such payment is ultimately held to be improper, the persons receiving such payments shall promptly refund themthem and (ii) such persons shall provide to the Company, upon request, reasonable assurances of their ability to effect any refund, when and if due.

Reimbursement of Certain Expenses. In addition to its their other obligations under Section 7(a7 of this Agreement and subject, in the case of a Selling Stockholders, to the provisions of paragraph (f) of this AgreementSection 7, the Company and the Selling Stockholders hereby agrees jointly and severally agree 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 in part, upon any statement or omission or alleged statement or omission, or any inaccuracy in the representations and warranties of the Company contained herein alleged statement or failure of the Company to perform its or their respective obligations hereunder or under lawomission, all as described in paragraph (a) of Section 7(a)7 of this Agreement, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the obligations under this Section 8 11 and the possibility that such payment payments might later be held to be improper; provided, however, that, that (i) to the extent any such payment is ultimately held to be improper, the persons receiving such payments shall promptly refund themthem and (ii) such persons shall provide to the Company, upon request, reasonable assurances of their ability to effect any refund, when and if due.

Reimbursement of Certain Expenses. In addition to its their other obligations under Section 7(a7 of this Agreement (and subject, in the case of the Selling Securityholder, to the provisions of paragraph (f) of this AgreementSection 7), the Company and the Selling Securityholder hereby agrees jointly and severally agree 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 in part, upon any statement or omission or alleged statement or omission, or any inaccuracy in the representations and warranties of the Company contained herein alleged statement or failure of the Company to perform its or their respective obligations hereunder or under lawomission, all as described in paragraph (a) of Section 7(a)7 of this Agreement, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the obligations under this Section 8 11 and the possibility that such payment payments might later be held to be improper; provided, however, that, that (i) to the extent any such payment is ultimately held to be improper, the persons receiving such payments shall promptly refund themthem and (ii) such persons shall provide to the Company, upon request, reasonable assurances of their ability to effect any refund, when and if due.

Reimbursement of Certain Expenses. In addition to its other obligations under Section 7(a7 of this Agreement (and subject, in the case of a Selling Securityholder, to the provisions of paragraph (f) of this AgreementSection 7), the Company and the Selling Securityholders hereby agrees jointly and severally agree 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 in part, upon any statement or omission or alleged statement or omission, or any inaccuracy in the representations and warranties of the Company contained herein alleged statement or failure of the Company to perform its or their respective obligations hereunder or under lawomission, all as described in paragraph (a) of Section 7(a)7 of this Agreement, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the obligations under this Section 8 11 and the possibility that such payment payments might later be held to be improper; providedPROVIDED, howeverHOWEVER, that, that (i) to the extent any such payment is ultimately held to be improper, the persons receiving such payments shall promptly refund themthem and (ii) such persons shall provide to the Company, upon request, reasonable assurances of their ability to effect any refund, when and if due.

Reimbursement of Certain Expenses. In addition to its other obligations under Section 7(a6(a) of this Agreement, the Company hereby agrees to reimburse the Underwriters on a quarterly basis 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 in part, any statement or omission or alleged statement or omission, or any inaccuracy in the representations and warranties of the Company contained herein or failure of the Company to perform its or their respective obligations hereunder or under law, all as described in Section 7(a6(a), notwithstanding the absence of a judicial determination as to the propriety and enforceability of the obligations under this Section 8 7 and the possibility that such payment might later be held to be improper; provided, however, that, to the extent any such payment is ultimately held to be improper, the persons receiving such payments shall promptly refund them.

Reimbursement of Certain Expenses. In addition to its their other obligations under Section 7(a7 of this Agreement (and subject, in the case of a Selling Securityholder, to the provisions of paragraph (f) of this AgreementSection 7), the Company and the Selling Securityholders hereby agrees jointly and severally agree 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 in part, upon any statement or omission or alleged statement or omission, or any inaccuracy in the representations and warranties of the Company contained herein alleged statement or failure of the Company to perform its or their respective obligations hereunder or under lawomission, all as described in paragraph (a) of Section 7(a)7 of this Agreement, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the obligations under this Section 8 11 and the possibility that such payment payments might later be held to be improper; providedPROVIDED, howeverHOWEVER, that, that (i) to the extent any such payment is ultimately held to be improper, the persons receiving such payments shall promptly refund themthem and (ii) such persons shall provide to the Company, upon request, reasonable assurances of their ability to effect any refund, when and if due.

Reimbursement of Certain Expenses. In addition to its other obligations under Section 7(a7 of this Agreement (and subject, in the case of a Selling Securityholder, to the provisions of paragraph (f) of this AgreementSection 7), the Company and the Selling Securityholders hereby agrees jointly and severally agree 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 in part, upon any statement or omission or alleged statement or omission, or any inaccuracy in the representations and warranties of the Company contained herein alleged statement or failure of the Company to perform its or their respective obligations hereunder or under lawomission, all as described in paragraph (a) of Section 7(a)7 of this Agreement, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the obligations under this Section 8 11 and the possibility that such payment payments might later be held to be improper; provided, however, that, that (i) to the extent any such payment is ultimately held to be improper, the persons receiving such payments shall promptly refund themthem and (ii) such persons shall provide to the Company, upon request, reasonable assurances of their ability to effect any refund, when and if due.

Reimbursement of Certain Expenses. In addition to its their other obligations under Section 7(a7 of this Agreement (and subject, in the case of the Selling Securityholder, to the provisions of paragraph (f) of this AgreementSection 7), the Company and the Selling Securityholder hereby agrees agree jointly and severally 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 in part, upon any statement or omission or alleged statement or omission, or any inaccuracy in the representations and warranties of the Company contained herein alleged statement or failure of the Company to perform its or their respective obligations hereunder or under lawomission, all as described in paragraph (a) of Section 7(a)7 of this Agreement, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the obligations under this Section 8 11 and the possibility that such payment payments might later be held to be improper; provided, however, that, that (i) to the extent any such payment is ultimately held to be improper, the persons receiving such payments shall promptly refund themthem and (ii) such persons shall provide to the Company, upon request, reasonable assurances of their ability to effect any refund, when and if due.

Reimbursement of Certain Expenses. In addition to its other obligations under Section 7(a6(a) of this Agreement, the Company hereby agrees to reimburse the Underwriters on a quarterly basis for all reasonable legal and other expenses incurred under Section 6 in connection with investigating or defending any claim, action, investigation, inquiry or other proceeding arising out of or based upon, in whole or in part, any statement or omission or alleged statement or omission, or any inaccuracy in the representations and warranties of the Company contained herein or failure of the Company to perform its or their respective obligations hereunder or under law, all as described in Section 7(a6(a), notwithstanding the absence of a judicial determination as to the propriety and enforceability of the obligations under this Section 8 7 and the possibility that such payment might later be held to be improper; provided, however, that, to the extent any such payment is ultimately held to be improper, the persons receiving such payments shall promptly refund them.

Reimbursement of Certain Expenses. In addition to its their other obligations under Section 7(a7 of this Agreement (and subject, in the case of a Selling Securityholder, to the provisions of paragraph (f) of this AgreementSection 7), the Company and the Selling Securityholders hereby agrees jointly and severally agree to reimburse on a monthly basis the Underwriters on a quarterly basis 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 in part, upon any statement or omission or alleged statement or omission, or any inaccuracy in the representations and warranties of the Company contained herein alleged statement or failure of the Company to perform its or their respective obligations hereunder or under lawomission, all as described in paragraph (a) of Section 7(a)7 of this Agreement, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the obligations under this Section 8 and the possibility that such payment payments might later be held to be improper; providedPROVIDED, howeverHOWEVER, that, that (i) to the extent any such payment is ultimately held to be improper, the persons receiving such payments shall promptly refund themthem and (ii) such persons shall provide to the Company, upon request, reasonable assurances of their ability to effect any refund, when and if due.

Reimbursement of Certain Expenses. In addition to its other obligations under Section Sections 7(a) of this AgreementAgreement and subject to Section 7(e), the Company hereby agrees to reimburse the Underwriters on a quarterly basis 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 in part, any statement or omission or alleged statement or omission, or any inaccuracy in the representations and warranties of the Company contained herein or failure of the Company to perform its or their respective obligations hereunder or under law, all as described in Section 7(a), notwithstanding the absence of a judicial determination as to the propriety and enforceability of the obligations under this Section 8 10 and the possibility that such payment might later be held to be improper; provided, however, that, to the extent any such payment is ultimately held to be improper, the persons receiving such payments shall promptly refund them.

Reimbursement of Certain Expenses. In addition to its other obligations under Section 7(a6(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 in part, any statement or omission or alleged statement or omission, or any inaccuracy in the representations and warranties of the Company contained herein or failure of the Company to perform its or their respective obligations hereunder or under law, all as described in Section 7(a6(a), notwithstanding the absence of a judicial determination as to the propriety and enforceability of the obligations under this Section 8 7 and the possibility that such payment might later be held to be improper; provided, however, that, to the extent any such payment is ultimately held to be improper, the persons receiving such payments shall promptly refund them.

Reimbursement of Certain Expenses. In addition to its their other obligations under Section 7(a7 of this Agreement (and subject, in the case of a Selling Securityholder, to the provisions of paragraph (f) of this AgreementSection 7), the Company and the Selling Securityholders hereby agrees severally (but not jointly) agree 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 in part, upon any statement or omission or alleged statement or omission, or any inaccuracy in the representations and warranties of the Company contained herein alleged statement or failure of the Company to perform its or their respective obligations hereunder or under lawomission, all as described in paragraph (a) of Section 7(a)7 of this Agreement, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the obligations under this Section 8 11 and the possibility that such payment payments might later be held to be improper; provided, however, that, that (i) to the extent any such payment is ultimately held to be improper, the persons receiving such payments shall promptly refund themthem and (ii) such persons shall provide to the Company, upon request, reasonable assurances of their ability to effect any refund, when and if due.

Reimbursement of Certain Expenses. In addition to its other obligations under Section 7(a6(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 in part, any statement or omission or alleged statement or omission, or any inaccuracy in the representations and warranties of the Company contained herein or failure of the Company to perform its or their his respective obligations hereunder or under law, all as described in Section 7(a6(a), notwithstanding the absence of a judicial determination as to the propriety and enforceability of the obligations under this Section 8 7 and the possibility that such payment might later be held to be improper; provided, however, that, to the extent any such payment is ultimately held to be improper, the persons receiving such payments shall promptly refund them.

Reimbursement of Certain Expenses. In addition to its other obligations under Section 7(a6(a) of this Agreement, the Company hereby agrees to reimburse the Underwriters on a quarterly basis 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 in part, any statement or omission or alleged statement or omission, or any inaccuracy in the representations and warranties of the Company contained herein or failure of the Company to perform its or their respective obligations hereunder or under law, all as described in Section 7(a6(a), notwithstanding the absence of a judicial determination as to the propriety and enforceability of the obligations under this Section 8 7 and the possibility that such payment might later be held to be improper; provided, however, that, to the extent any such payment is ultimately held to be improper, the persons receiving such payments shall promptly refund them.

Reimbursement of Certain Expenses. In addition to its their other obligations under Section 7(a7 of this Agreement (and subject, in the case of a Selling Securityholder, to the provisions of paragraph (f) of this AgreementSection 7), the Company and the Selling Securityholders jointly and severally hereby agrees agree 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 in part, upon any statement or omission or alleged statement or omission, or any inaccuracy in the representations and warranties of the Company contained herein alleged statement or failure of the Company to perform its or their respective obligations hereunder or under lawomission, all as described in paragraph (a) of Section 7(a)7 of this Agreement, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the obligations under this Section 8 11 and the possibility that such payment payments might later be held to be improper; provided, however, that, that (i) to the extent any such payment is ultimately held to be improper, the persons receiving such payments shall promptly refund themthem and (ii) such persons shall provide to the Company, upon request, reasonable assurances of their ability to effect any refund, when and if due.

Reimbursement of Certain Expenses. In addition to its other obligations under Section 7(aSECTION 6(A) of this Agreement, the Company hereby agrees to reimburse the Underwriters on a quarterly basis 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 in part, any statement or omission or alleged statement or omission, or any inaccuracy in the representations and warranties of the Company contained herein or failure of the Company to perform its or their respective obligations hereunder or under law, all as described in Section 7(aSECTION 6(A), notwithstanding the absence of a judicial determination as to the propriety and enforceability of the obligations under this Section 8 SECTION 7 and the possibility that such payment might later be held to be improper; provided, however, that, to the extent any such payment is ultimately held to be improper, the persons receiving such payments shall promptly refund them.

Reimbursement of Certain Expenses. In addition to its other obligations under Section 7(a6(a) of this Agreement, the Company hereby agrees to reimburse the Underwriters Underwriter on a quarterly basis 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 in part, any statement or omission or alleged statement or omission, or any inaccuracy in the representations and warranties of the Company contained herein or failure of the Company to perform its or their respective obligations hereunder or under law, all as described in Section 7(a6(a), notwithstanding the absence of a judicial determination as to the propriety and enforceability of the obligations under this Section 8 6(g) and the possibility that such payment might later be held to be improper; provided, however, that, to the extent any such payment is ultimately held to be improper, the persons receiving such payments shall promptly refund them.

Reimbursement of Certain Expenses. In addition to its their other obligations under Section 7(a7 of this Agreement (and subject, in the case of a Selling Securityholder, to the provisions of paragraph (f) of this AgreementSection 7), the Company and the Selling Securityholders hereby agrees jointly and severally agree 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 in part, upon any statement or omission or alleged statement or omission, or any inaccuracy in the representations and warranties of the Company contained herein alleged statement or failure of the Company to perform its or their respective obligations hereunder or under lawomission, all as described in paragraph (a) of Section 7(a)7 of this Agreement, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the obligations under this Section 8 11 and the possibility that such payment payments might later be held to be improper; provided, however, that, that (i) to the extent any such payment is -------- ------- ultimately held to be improper, the persons receiving such payments shall promptly refund themthem and (ii) such persons shall provide to the Company, upon request, reasonable assurances of their ability to effect any refund, when and if due.

Reimbursement of Certain Expenses. In addition to its their other obligations under Section 7(a7 of this Agreement (and subject, in the case of a Selling Securityholder other than the Principal Securityholder, to the provisions of paragraph (f) of this AgreementSection 7), the Company and the Selling Securityholders hereby agrees jointly and severally agree to reimburse on a monthly basis the Underwriters on a quarterly basis 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 in part, upon any statement or omission or alleged statement or omission, or any inaccuracy in the representations and warranties of the Company contained herein alleged statement or failure of the Company to perform its or their respective obligations hereunder or under lawomission, all as described in paragraph (a) of Section 7(a)7 of this Agreement, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the obligations under this Section 8 and the possibility that such payment payments might later be held to be improper; provided, however, that, that (i) to the extent any such payment is ultimately held to be improper, the persons receiving such payments shall promptly refund themthem and (ii) such persons shall provide to the Company, upon request, reasonable assurances of their ability to effect any refund, when and if due.

Reimbursement of Certain Expenses. In addition to its their other obligations under Section 7(a7 of this Agreement and subject, in the case of the Selling Stockholders, to the provisions of paragraph (f) of this AgreementSection 7, the Company and the Selling Stockholders hereby agrees jointly and severally agree 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 in part, upon any statement or omission or alleged statement or omission, or any inaccuracy in the representations and warranties of the Company contained herein alleged statement or failure of the Company to perform its or their respective obligations hereunder or under lawomission, all as described in paragraph (a) of Section 7(a)7 of this Agreement, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the obligations under this Section 8 11 and the possibility that such payment payments might later be held to be improper; provided, however, that, that (i) to the extent any such payment is ultimately held to be improper, the persons receiving such payments shall promptly refund themthem and (ii) such persons shall provide to the Company and the Selling Stockholders, upon request, reasonable assurances of their ability to effect any refund, when and if due.

Reimbursement of Certain Expenses. In addition to its their other obligations under Section 7(a7 of this Agreement (and subject, in the case of a Selling Securityholder, to the provisions of paragraph (f) of this AgreementSection 7), the Company and the Selling Securityholders hereby agrees jointly and severally agree 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 in part, upon any statement or omission or alleged statement or omission, or any inaccuracy in the representations and warranties of the Company contained herein alleged statement or failure of the Company to perform its or their respective obligations hereunder or under lawomission, all as described in paragraph (a) of Section 7(a)7 of this Agreement, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the obligations under this Section 8 11 and the possibility that such payment payments might later be held to be improper; provided, however, that, that (i) to the extent any such payment is ultimately held by final and unappealable judgment to be improper, the persons receiving such payments shall promptly refund themthem and (ii) such persons shall provide to the Company, upon request, reasonable assurances of their ability to effect any refund, when and if due.

Reimbursement of Certain Expenses. In addition to its other obligations under Section 7(a8(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 in part, any statement or omission or alleged statement or omission, or any inaccuracy in the representations and warranties of the Company contained herein or failure of the Company to perform its or their respective obligations hereunder or under law, all as described in Section 7(a8(a), notwithstanding the absence of a judicial determination as to the propriety and enforceability of the obligations under this Section 8 9 and the possibility that such payment might later be held to be improper; provided, however, that, to the extent any such payment is ultimately held to be improper, the persons receiving such payments shall promptly refund them.

Reimbursement of Certain Expenses. In addition to its other obligations under Section 7(a) of this Agreement, the Company hereby agrees to reimburse the Underwriters any Underwriter on a quarterly basis 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 in part, any statement or omission or alleged statement or omission, or any inaccuracy in the representations and warranties of the Company contained herein or failure of the Company to perform its or their respective obligations hereunder or under law, all as including the indemnity obligations described in Section 7(a), notwithstanding the absence of a judicial determination as to the propriety and enforceability of the obligations under this Section 8 and the possibility that such payment might later be held to be improper; provided, however, that, to the extent any such payment is ultimately held to be improper, the persons receiving such payments shall promptly refund them.

Reimbursement of Certain Expenses. In addition to its their other obligations under Section 7(a7 of this Agreement (and subject, in the case of a Selling Security holder, to the provisions of paragraph (f) of this AgreementSection 7), the Company and the Selling Security holders hereby agrees jointly and severally agree 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 in part, upon any statement or omission or alleged statement or omission, or any inaccuracy in the representations and warranties of the Company contained herein alleged statement or failure of the Company to perform its or their respective obligations hereunder or under lawomission, all as described in paragraph (a) of Section 7(a)7 of this Agreement, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the obligations under this Section 8 11 and the possibility that such payment payments might later be held to be improper; provided, however, that, that (i) to the extent any such payment is ultimately held to be improper, the persons receiving such payments shall promptly refund themthem and (ii) such persons shall provide to the Company, upon request, reasonable assurances of their ability to effect any refund, when and if due.

Reimbursement of Certain Expenses. In addition to its their other obligations under Section 7(a) 7 of this Agreement, (and subject, in the case of a Selling Stockholder, to the provisions of paragraph (f) of Section 7), the Company and the Selling Stockholders hereby agrees jointly and severally agree to reimburse on a monthly basis the Underwriters on a quarterly basis 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 in part, upon any statement or omission or alleged statement or omission, or any inaccuracy in the representations and warranties of the Company contained herein alleged statement or failure of the Company to perform its or their respective obligations hereunder or under lawomission, all as described in paragraph (a) of Section 7(a)7 of this Agreement, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the obligations under this Section 8 and the possibility that such payment payments might later be held to be improper; provided, however, that, that (i) to the extent any such payment is ultimately held to be improper, the persons receiving such payments shall promptly refund themthem and (ii) such persons shall provide to the Company, upon request, reasonable assurances of their ability to effect any refund, when and if due.

Reimbursement of Certain Expenses. In addition to its their other obligations under Section 7(a7 of this Agreement (and subject, in the case of a Selling Securityholder, to the provisions of paragraph (f) of this AgreementSection 7), the Company and the Selling Securityholders hereby agrees severally and not jointly agree 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 in part, upon any statement or omission or alleged statement or omission, or any inaccuracy in the representations and warranties of the Company contained herein alleged statement or failure of the Company to perform its or their respective obligations hereunder or under lawomission, all as described in paragraph (a) of Section 7(a)7 of this Agreement, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the obligations under this Section 8 11 and the possibility that such payment payments might later be held to be improper; provided, however, that, that (i) to the extent any such payment is ultimately held to be improper, the persons receiving such payments shall promptly refund themthem and (ii) such persons shall provide to the Company, upon request, reasonable assurances of their ability to effect any refund, when and if due.