Common use of The Company agrees Clause in Contracts

The Company agrees. (i) to indemnify and hold harmless each Dealer Manager and each person, if any, who controls any of the Dealer Managers within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, against any losses, claims, damages or liabilities to which the Dealer Managers or any such controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of, in connection with or are based upon the performance by you of this Agreement, an untrue statement or alleged untrue statement of a material fact in any of the Exchange Offer Materials or an omission or an alleged omission to state a material fact in any of the Exchange Offer Materials necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or the transmittal of the Exchange Offer Materials to Holders of Old Notes, or which arise out of or are based upon any failure to accept Old Notes properly tendered pursuant to the Exchange Offer; provided, however, that the Company will not be liable to any indemnified party to the extent that any claims, liabilities, losses, damages, costs or expenses (A) are finally determined by a court of competent jurisdiction to have resulted primarily from the gross negligence or willful misconduct of such indemnified party or (B) arise out of or is based upon (x) an untrue statement or alleged untrue statement of a material fact contained in any of the Exchange Offer Materials or (y) any omission or alleged omission to state in any of the Exchange Offer Materials a material fact in any of the Exchange offer Materials necessary to make the statements therein, in the light of the circumstances in which they were made, not misleading, if in either such case such statement or omission relates solely to the Dealer Managers and was made in reliance upon and in conformity with information furnished in writing by the Dealer Managers to the Company expressly for use therein. The Company shall not be liable under this Section 8 for any settlement of any claim or action effected without its prior written consent, which shall not be unreasonable withheld.

The Company agrees. (i1) to To indemnify and hold harmless each Dealer Manager Underwriter and each person, if any, who controls any of the Dealer Managers Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, against any losses, claims, damages or liabilities to which the Dealer Managers such Underwriter or any such controlling person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of, in connection with of or are based upon the performance by you of this Agreement, an (i) any untrue statement or alleged untrue statement of a any material fact contained in the Registration Statement, any of Preliminary Prospectus, the Exchange Offer Materials Prospectus or an any amendment or supplement thereto, (ii) the omission or an alleged omission to state therein a material fact in any of the Exchange Offer Materials required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, therein not misleading, or the transmittal of the Exchange Offer Materials (iii) any alleged act or failure to Holders of Old Notesact by any Underwriter in connection with, or relating in any manner to, the Shares or the offering contemplated hereby, and which arise is included as part of or referred to in any loss, claim, damage, liability or action arising out of or are based upon any failure to accept Old Notes properly tendered pursuant matters covered by clause (i) or (ii) above (provided, that the Company shall not be liable under this clause (iii) to the Exchange Offerextent 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); provided, however, that the Company will not be liable to in any indemnified party such case to the extent that any claimssuch loss, liabilitiesclaim, losses, damages, costs damage or expenses (A) are finally determined by a court of competent jurisdiction to have resulted primarily from the gross negligence or willful misconduct of such indemnified party or (B) arise liability arises out of or is based upon (x) an untrue statement or alleged untrue statement of a material fact contained in any of the Exchange Offer Materials statement, or (y) any omission or alleged omission to state in any of the Exchange Offer Materials a material fact in any of the Exchange offer Materials necessary to make the statements therein, made in the light of Registration Statement, any Preliminary Prospectus, the circumstances in which they were madeProspectus or such amendment or supplement, not misleading, if in either such case such statement or omission relates solely to the Dealer Managers and was made in reliance upon and in conformity with written information furnished in writing by the Dealer Managers to the Company expressly by or through the Representatives specifically for use therein. The Company shall not be liable under this Section 8 for any settlement of any claim in the preparation thereof or action effected without its prior written consentresulting from the failure by the Underwriters to provide an amended Registration Statement, which shall not be unreasonable withheldPreliminary Prospectus or Prospectus to prospective investors in the Company's Common Stock.

The Company agrees. (i1) to To indemnify and hold harmless each Dealer Manager Underwriter and each person, if any, who controls any of the Dealer Managers Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, against any losses, claims, damages or liabilities to which the Dealer Managers such Underwriter or any such controlling person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of, in connection with of or are based upon the performance by you of this Agreement, an (i) any untrue statement or alleged untrue statement of a any material fact contained in the Registration Statement, any of Preliminary Prospectus, the Exchange Offer Materials Prospectus or an any amendment or supplement thereto, (ii) the omission or an alleged omission to state therein a material fact in any of the Exchange Offer Materials required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, therein not misleading, or the transmittal of the Exchange Offer Materials (iii) any alleged act or failure to Holders of Old Notesact by any Underwriter in connection with, or relating in any manner to, the Shares or the offering contemplated hereby, and which arise is included as part of or referred to in any loss, claim, damage, liability or action arising out of or are based upon any failure to accept Old Notes properly tendered pursuant matters covered by clause (i) or (ii) above (provided, that the Company shall not be liable under this clause (iii) to the Exchange Offerextent 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); provided, however, that the Company will not be liable to in any indemnified party such case to the extent that any claimssuch loss, liabilitiesclaim, losses, damages, costs damage or expenses (A) are finally determined by a court of competent jurisdiction to have resulted primarily from the gross negligence or willful misconduct of such indemnified party or (B) arise liability arises out of or is based upon (x) an untrue statement or alleged untrue statement of a material fact contained in any of the Exchange Offer Materials statement, or (y) any omission or alleged omission to state in any of the Exchange Offer Materials a material fact in any of the Exchange offer Materials necessary to make the statements therein, made in the light of Registration Statement, any Preliminary Prospectus, the circumstances in which they were madeProspectus or such amendment or supplement, not misleading, if in either such case such statement or omission relates solely to the Dealer Managers and was made in reliance upon and in conformity with written information furnished in writing by the Dealer Managers to the Company expressly by or through the Representatives specifically for use therein. The Company shall not be liable under this Section 8 for any settlement of any claim or action effected without its prior written consent, which shall not be unreasonable withheldin the preparation thereof.

The Company agrees. (i) to indemnify and hold harmless each Dealer Manager Underwriter and each person, if any, who controls any of the Dealer Managers Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, against any losses, claims, damages or liabilities to which the Dealer Managers such Underwriter or any such controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of, in connection with of or are based upon the performance by you of this Agreement, an (i) any untrue statement or alleged untrue statement of a any material fact contained in the Registration Statement, any of Preliminary Prospectus, the Exchange Offer Materials Prospectus or an any amendment or supplement thereto, (ii) the omission or an alleged omission to state therein a material fact in any of the Exchange Offer Materials required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, therein not misleadingmisleading any act or failure to act, or the transmittal of the Exchange Offer Materials (iii) any alleged act or failure to Holders of Old Notesact by any Underwriter in connection with, or relating in any manner to, the Shares or the offering contemplated hereby, and which arise is included as part of or referred to in any loss, claim, damage, liability or action arising out of or are based upon any failure to accept Old Notes properly tendered pursuant matters covered by clause (i) or (ii) above (provided, however, that the Company shall be liable under this clause (iii) to the Exchange Offerextent 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); provided, however, that the Company will not be liable to in any indemnified party such case to the extent that any claimssuch loss, liabilitiesclaim, losses, damages, costs damage or expenses (A) are finally determined by a court of competent jurisdiction to have resulted primarily from the gross negligence or willful misconduct of such indemnified party or (B) arise liability arises out of or is based upon (x) an untrue statement or alleged untrue statement of a material fact contained in any of the Exchange Offer Materials statement, or (y) any omission or alleged omission to state in any of the Exchange Offer Materials a material fact in any of the Exchange offer Materials necessary to make the statements therein, made in the light of Registration Statement, any Preliminary Prospectus, the circumstances in which they were madeProspectus, not misleadingor such amendment or supplement, if in either such case such statement or omission relates solely to the Dealer Managers and was made in reliance upon and in conformity with written information furnished in writing by the Dealer Managers to the Company expressly by or through the Representatives specifically for use therein. The Company shall not be liable under this Section 8 for any settlement of any claim or action effected without its prior written consent, which shall not be unreasonable withheldin the preparation thereof.