Common use of Indemnification by the Company and the Guarantors Clause in Contracts

Indemnification by the Company and the Guarantors. The Company and each of the Guarantors, jointly and severally, agree to indemnify and hold harmless each Initial Purchaser, its affiliates, directors, officers and employees, and each person, if any, who controls such Initial Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any losses, claims, damages, liabilities or expenses of any kind to which such Initial Purchaser, affiliate, director, officer, employee or such controlling person may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as any such losses, claims, damages, liabilities or expenses (or actions in respect thereof) arise out of or are based upon: (i) any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Memorandum, the Time of Sale Document, any Company Additional Written Communication or the Final Offering Memorandum, or any amendment or supplement thereto; (ii) the omission or alleged omission to state, in the Preliminary Offering Memorandum, the Time of Sale Document, any Company Additional Written Communication or the Final Offering Memorandum, or any amendment or supplement thereto, a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; or (iii) the violation of any laws or regulations of foreign jurisdictions where Securities have been offered or sold; and, subject to the provisions hereof, will reimburse, as incurred, such Initial Purchaser and its affiliates, directors, officers, employees and each such controlling persons for any reasonable legal or other expenses (including the reasonable fees and disbursements of counsel chosen by the Representatives and incurred in accordance with the provisions of Section 8(c)) incurred by such person in connection with investigating, defending against, settling, compromising, paying or appearing as a third-party witness in connection with any such loss, claim, damage, liability, expense or action in respect thereof; provided, however, the Company and the Guarantors will not be liable in any such case to the extent (but only to the extent) that a court of competent jurisdiction shall have determined by a final, unappealable judgment that such loss, claim, damage, liability or expense resulted solely from any untrue statement or alleged untrue statement or omission or alleged omission made in the Preliminary Offering Memorandum, the Time of Sale Document, any Company Additional Written Communication or the Final Offering Memorandum, or any amendment or supplement thereto, in reliance upon and in conformity with written information concerning the Initial Purchasers furnished to the Company by the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by the Representatives to the Company consists of the information set forth in Section 13 hereof. The indemnity agreement set forth in this Section 8 shall be in addition to any liability that the Company and the Guarantors may otherwise have.

Indemnification by the Company and the Guarantors. The Company and each of the GuarantorsGuarantor agree, jointly and severally, agree to indemnify and hold harmless each Initial Purchaser, its affiliates, and its and their officers, directors, officers and employees, agents, partners and members and each person, if any, who controls such any Initial Purchaser within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act, against any losses, claims, damages, liabilities or expenses of any kind to which such Initial Purchaser, affiliate, director, officer, employee or such controlling person may become subject under the Securities Act, the Exchange 1934 Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as any such losses, claims, damages, liabilities or expenses (or actions in respect thereof) arise out of or are based uponfollows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Memorandum, the Time of Sale any Issuer Free Writing Document, any Company Additional Written Communication the General Disclosure Package or the Final Offering Memorandum, Memorandum (or any amendment or supplement thereto; to any of the foregoing), or in any materials, presentations or information provided to investors by, or with the approval of, the Company or any Guarantor in connection with the marketing of the offering of the Securities, including any road show or investor presentations made to investors by the Company (ii) whether in person or electronically), or the omission or alleged omission to state, in the Preliminary Offering Memorandum, the Time therefrom of Sale Document, any Company Additional Written Communication or the Final Offering Memorandum, or any amendment or supplement thereto, a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of, or pursuant to a judgment or other disposition in, any litigation, or any investigation or proceeding by any governmental or self-regulatory agency or body, commenced or threatened, or of any claim whatsoever arising out of or based upon any such untrue statement or omission, or any such alleged untrue statement or omission; orprovided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company and the Guarantors; and (iii) the violation of against any laws or regulations of foreign jurisdictions where Securities have been offered or sold; and, subject to the provisions hereof, will reimburseand all expense whatsoever, as incurred, such Initial Purchaser and its affiliates, directors, officers, employees and each such controlling persons for any reasonable legal or other expenses incurred (including the reasonable fees and disbursements of counsel chosen by the Representatives and counsel), reasonably incurred in accordance with the provisions of Section 8(c)) incurred by such person in connection with investigating, preparing or defending againstagainst any litigation, settlingor any investigation or proceeding by any governmental or self-regulatory agency or body, compromisingcommenced or threatened, paying or appearing as a third-party witness in connection with any claim whatsoever arising out of or based upon any such lossuntrue statement or omission, claimor any such alleged untrue statement or omission, damageto the extent that any such expense is not paid under (i) or (ii) above, liability, expense or action in respect thereof; provided, however, the Company and the Guarantors will that this indemnity agreement shall not be liable in apply to any such case loss, liability, claim, damage or expense to the extent (but only to the extent) that a court arising out of competent jurisdiction shall have determined by a final, unappealable judgment that such loss, claim, damage, liability or expense resulted solely from based upon any untrue statement or omission or alleged untrue statement or omission or alleged omission made in the Preliminary Offering Memorandum, the Time of Sale Document, any Company Additional Written Communication or the Final Offering Memorandum, or any amendment or supplement thereto, in reliance upon and in conformity with written information concerning the about any Initial Purchasers Purchaser furnished to the Company or any Guarantor by such Initial Purchaser through the Representatives specifically Representative expressly for use thereinin the Preliminary Offering Memorandum, any Issuer Free Writing Document, the General Disclosure Package or the Offering Memorandum (or in any amendment or supplement to any of the foregoing), it being understood and agreed that the only such information furnished by the Representatives to the Company Initial Purchasers as aforesaid consists of the information set forth described as such in Section 13 6(b) hereof. The indemnity agreement set forth in this Section 8 shall be in addition to any liability that the Company and the Guarantors may otherwise have.

Indemnification by the Company and the Guarantors. The Company and each of the Guarantors, Guarantors jointly and severally, severally agree to indemnify and hold harmless each the Initial PurchaserPurchasers, its affiliates, directors, officers officers, employees and employeesagents, and each person, if any, who controls such any Initial Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any losses, claims, damages, damages or liabilities or expenses of any kind to which such any Initial Purchaser, affiliate, director, officer, employee employee, agent or such controlling person may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as any such losses, claims, damages, damages or liabilities or expenses (or actions in respect thereof) arise out of or are based upon: (i) any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Memorandum, the Time of Sale Document, any Company Additional Written Communication or the Final Offering Memorandum, or any amendment or supplement thereto;; or (ii) the omission or alleged omission to state, in the Preliminary Offering Memorandum, the Time of Sale Document, any Company Additional Written Communication or the Final Offering Memorandum, or any amendment or supplement thereto, a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; or (iii) the violation of any laws or regulations of foreign jurisdictions where Securities have been offered or sold; and, subject to the provisions hereof, will reimburse, as incurred, such any Initial Purchaser and its affiliates, directors, officers, employees employees, agents and each such controlling persons for any reasonable legal or other reasonable expenses (including the reasonable fees and disbursements of counsel chosen by the Representatives and incurred in accordance with the provisions of Section 8(c)) incurred by such person in connection with investigating, defending against, settling, compromising, paying or appearing as a third-party witness in connection with any such loss, claim, damage, liability, expense or action in respect thereof; provided, however, the Company and the Guarantors will not be liable in any such case to the extent (but only to the extent) that a court of competent jurisdiction shall have determined by a final, unappealable judgment that such loss, claim, damage, liability or expense resulted solely from arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission made in the Preliminary Offering Memorandum, the Time of Sale Document, any Company Additional Written Communication or the Final Offering Memorandum, Memorandum or any amendment or supplement thereto, thereto in reliance upon and in conformity with written information concerning the Initial Purchasers Purchaser furnished to the Company by the Representatives any Initial Purchaser specifically for use therein, it being understood and agreed that the only such information furnished by the Representatives any Initial Purchaser to the Company consists of the information set forth in Section 13 hereof13. The indemnity agreement set forth in this Section 8 shall be in addition to any liability that the Company and the Guarantors may otherwise havehave to the indemnified parties.

Indemnification by the Company and the Guarantors. The Company and each of the Guarantors, Guarantors jointly and severally, severally agree to indemnify and hold harmless each the Initial Purchaser, its affiliates, directors, officers and employees, and each person, if any, who controls such the Initial Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any losses, claims, damages, damages or liabilities or expenses of any kind kind, as incurred, to which such the Initial Purchaser, affiliate, director, officer, employee or such controlling person may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as any such losses, claims, damages, damages or liabilities or expenses (or actions in respect thereof) arise out of or are based upon: (i) any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Memorandum, the Time of Sale Document, any Company Additional Written Communication or the Final Offering Memorandum, or any amendment or supplement thereto; (ii) the omission or alleged omission to state, in the Preliminary Offering Memorandum, the Time of Sale Document, any Company Additional Written Communication or the Final Offering Memorandum, or any amendment or supplement thereto, a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; or (iii) any breach by the violation Company or any of any laws the Guarantors of their respective representations, warranties and agreements set forth herein or regulations breach of foreign jurisdictions where Securities have been offered or soldApplicable Law; and, subject to the provisions hereof, will reimburse, as incurred, such the Initial Purchaser and its affiliates, directors, officers, employees and each such controlling persons for any reasonable legal or other expenses (including the reasonable fees and disbursements of counsel chosen incurred by the Representatives and incurred in accordance with the provisions of Section 8(c)) incurred by Initial Purchaser or such director, officer employee or controlling person in connection with investigating, defending against, settling, compromising, paying or appearing as a third-party witness in connection with any such loss, claim, damage, liability, expense or action in respect thereof; provided, however, the Company and the Guarantors will not be liable in any such case to the extent (but only to the extent) that a court of competent jurisdiction shall have determined by a final, unappealable judgment that such loss, claim, damage, liability or expense resulted solely from any untrue statement or alleged untrue statement or omission or alleged omission made in the Preliminary Offering Memorandum, the Time of Sale Document, any Company Additional Written Communication or the Final Offering Memorandum, Memorandum or any amendment or supplement thereto, thereto in reliance upon and in conformity with written information concerning the Initial Purchasers Purchaser furnished to the Company by the Representatives Initial Purchaser specifically for use therein, it being understood and agreed that the only such information furnished by the Representatives Initial Purchaser to the Company consists of the information set forth described in Section 13 12 hereof. The indemnity agreement set forth in this Section 8 shall be in addition to any liability that the Company and the Guarantors may otherwise havehave to the indemnified parties.

Indemnification by the Company and the Guarantors. The Company and each of the Guarantors, jointly and severally, agree to indemnify and hold harmless each Initial Purchaser, its affiliates, directors, officers and employees, and each person, if any, who controls such Initial Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any losses, claims, damages, liabilities or expenses of any kind to which such Initial Purchaser, affiliate, director, officer, employee or such controlling person may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as any such losses, claims, damages, liabilities or expenses (or actions in respect thereof) arise out of or are based upon: (i) any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Memorandum, the Time of Sale Document, any Company Additional Written Communication or the Final Offering Memorandum, or any amendment or supplement thereto; (ii) the omission or alleged omission to state, in the Preliminary Offering Memorandum, the Time of Sale Document, any Company Additional Written Communication or the Final Offering Memorandum, or any amendment or supplement thereto, a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; or (iii) the violation of any laws or regulations of foreign jurisdictions where Securities have been offered or sold; and, subject to the provisions hereof, will reimburse, as incurred, such Initial Purchaser and its affiliates, directors, officers, employees and each such controlling persons for any reasonable legal or other expenses (including the reasonable fees and disbursements of counsel chosen by the Representatives Representative and incurred in accordance with the provisions of Section 8(c)) incurred by such person in connection with investigating, defending against, settling, compromising, paying or appearing as a third-party witness in connection with any such loss, claim, damage, liability, expense or action in respect thereof; provided, however, the Company and the Guarantors will not be liable in any such case to the extent (but only to the extent) that a court of competent jurisdiction shall have determined by a final, unappealable judgment that such loss, claim, damage, liability or expense resulted solely from any untrue statement or alleged untrue statement or omission or alleged omission made in the Preliminary Offering Memorandum, the Time of Sale Document, any Company Additional Written Communication or the Final Offering Memorandum, or any amendment or supplement thereto, in reliance upon and in conformity with written information concerning the Initial Purchasers furnished to the Company by the Representatives Representative specifically for use therein, it being understood and agreed that the only such information furnished by the Representatives Representative to the Company consists of the information set forth in Section 13 hereof. The indemnity agreement set forth in this Section 8 shall be in addition to any liability that the Company and the Guarantors may otherwise have.

Indemnification by the Company and the Guarantors. The Company and each of the Guarantors, Guarantors jointly and severally, severally agree to indemnify and hold harmless each the Initial Purchaser, its affiliates, directors, officers and employees, and each person, if any, who controls such the Initial Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any losses, claims, damages, damages or liabilities or expenses of any kind to which such the Initial Purchaser, affiliate, director, officer, employee or such controlling person may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as any such losses, claims, damages, damages or liabilities or expenses (or actions in respect thereof) arise out of or are based upon: (i) any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Memorandum, the Time of Sale Document, any Company Additional Written Communication or the Final Offering MemorandumCircular, or any amendment or supplement thereto; (ii) the omission or alleged omission to state, in the Preliminary Offering Memorandum, the Time of Sale Document, any Company Additional Written Communication or the Final Offering MemorandumCircular, or any amendment or supplement thereto, a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; or (iii) any breach by the violation Company or any of any laws the Guarantors of their respective agreements set forth herein or regulations of foreign jurisdictions where Securities have been offered or soldApplicable Law; and, subject to the provisions hereof, will reimburse, as incurred, such the Initial Purchaser and its affiliates, directors, officers, employees and each such controlling persons for any reasonable legal or other expenses (including the reasonable fees and disbursements of counsel chosen by the Representatives and incurred in accordance with the provisions of Section 8(c)) incurred by such person in connection with investigating, defending against, settling, compromising, compromising or paying or appearing as a third-party witness in connection with any such loss, claim, damage, liability, expense or action in respect thereof; provided, however, the Company and the Guarantors will not be liable in any such case to the extent (but only to the extent) that a court of competent jurisdiction shall have determined by a final, unappealable judgment that such loss, claim, damage, liability or expense resulted solely from any untrue statement or alleged untrue statement or omission or alleged omission made in the Preliminary Offering Memorandum, the Time of Sale Document, any Company Additional Written Communication or the Final Offering Memorandum, Circular or any amendment or supplement thereto, thereto in reliance upon and in conformity with written information concerning the Initial Purchasers Purchaser furnished to the Company by the Representatives Initial Purchaser specifically for use therein, it being understood and agreed that the only such information furnished by the Representatives Initial Purchaser to the Company consists of the information set forth in Section 13 hereof12. The indemnity agreement set forth in this Section 8 shall be in addition to any liability that the Company and the Guarantors may otherwise havehave to the indemnified parties.

Indemnification by the Company and the Guarantors. The Company and each of the Guarantors, Guarantors jointly and severally, severally agree to indemnify and hold harmless each the Initial PurchaserPurchasers, its affiliates, directors, officers and employees, and each person, if any, who controls such the Initial Purchaser Purchasers within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any losses, claims, damages, damages or liabilities or expenses of any kind to which such the Initial PurchaserPurchasers, affiliate, director, officer, employee or such controlling person may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as any such losses, claims, damages, damages or liabilities or expenses (or actions in respect thereof) arise out of or are based upon: (i) any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Memorandum, the Time of Sale Document, any Company Additional Written Communication or the Final Offering MemorandumCircular, or any amendment or supplement thereto; (ii) the omission or alleged omission to state, in the Preliminary Offering Memorandum, the Time of Sale Document, any Company Additional Written Communication or the Final Offering MemorandumCircular, or any amendment or supplement thereto, a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; or (iii) any breach by the violation Company or any of the Guarantors of their respective representations, warranties and agreements set forth herein or of Applicable Law, or any laws or regulations of foreign jurisdictions where Securities have been offered or soldfailure by the Company to perform any covenant set forth herein; and, subject to the provisions hereof, will reimburse, as incurred, such the Initial Purchaser Purchasers and its affiliates, directors, officers, employees and each such controlling persons for any reasonable legal or other expenses (including the reasonable fees and disbursements of counsel chosen by the Representatives and incurred in accordance with the provisions of Section 8(c)) incurred by such person in connection with investigating, defending against, settling, compromising, paying or appearing as a third-party witness in connection with any such loss, claim, damage, liability, expense or action in respect thereof; provided, however, the Company and the Guarantors will not be liable in any such case to the extent (but only to the extent) that a court of competent jurisdiction shall have determined by a final, unappealable judgment that such loss, claim, damage, liability or expense resulted solely from any untrue statement or alleged untrue statement or omission or alleged omission made in the Preliminary Offering Memorandum, the Time of Sale Document, any Company Additional Written Communication or the Final Offering Memorandum, Circular or any amendment or supplement thereto, thereto in reliance upon and in conformity with written information concerning the Initial Purchasers furnished to the Company by the Representatives Initial Purchasers specifically for use therein, it being understood and agreed that the only such information furnished by the Representatives Initial Purchasers to the Company consists of the information set forth in Section 13 hereof12. The indemnity agreement set forth in this Section 8 shall be in addition to any liability that the Company and the Guarantors may otherwise havehave to the indemnified parties.

Indemnification by the Company and the Guarantors. The Company and each of the Guarantors, Guarantors jointly and severally, severally agree to indemnify and hold harmless each the Initial PurchaserPurchasers, its their affiliates, directors, officers and employees, and each person, if any, who controls such any of the Initial Purchaser Purchasers within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any losses, claims, damages, damages or liabilities or expenses of any kind to which such Initial Purchaser, affiliate, director, officer, employee or such controlling person may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as any such losses, claims, damages, damages or liabilities or expenses (or actions in respect thereof) arise out of or are based upon: (i) any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Memorandum, the Time of Sale Document, any Company Additional Written Communication or the Final Offering Memorandum, or any amendment or supplement thereto;; or (ii) the omission or alleged omission to state, in the Preliminary Offering Memorandum, the Time of Sale Document, any Company Additional Written Communication or the Final Offering Memorandum, or any amendment or supplement thereto, a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; or (iii) the violation of any laws or regulations of foreign jurisdictions where Securities have been offered or sold; and, subject to the provisions hereof, will reimburse, as incurred, such the Initial Purchaser and its affiliates, directors, officers, employees and each such controlling persons for any reasonable legal or other expenses (including the reasonable fees and disbursements of counsel chosen by the Representatives and incurred in accordance with the provisions of Section 8(c)) incurred by such person in connection with investigating, defending against, settling, compromising, paying or appearing as a third-party witness in connection with any such loss, claim, damage, liability, expense or action in respect thereof; provided, however, the Company and the Guarantors will not be liable in any such case to the extent (but only to the extent) that a court of competent jurisdiction shall have determined by a final, unappealable judgment that such loss, claim, damage, liability or expense resulted solely from any untrue statement or alleged untrue statement or omission or alleged omission made in the Preliminary Offering Memorandum, the Time of Sale Document, any Company Additional Written Communication or the Final Offering Memorandum, Memorandum or any amendment or supplement thereto, thereto in reliance upon and in conformity with written information concerning the Initial Purchasers furnished to the Company by the Representatives Initial Purchasers specifically for use therein, it being understood and agreed that the only such information furnished by the Representatives Initial Purchasers to the Company consists of the information set forth in Section 13 hereof13. The indemnity agreement set forth in this Section 8 shall be in addition to any liability that the Company and the Guarantors may otherwise havehave to the indemnified parties.

Indemnification by the Company and the Guarantors. The Company and each of the Guarantors, Guarantors jointly and severally, severally agree to indemnify and hold harmless each the Initial PurchaserPurchasers, its their respective affiliates, directors, officers officers, employees and employeesagents, and each person, if any, who controls such any Initial Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any losses, claims, damages, damages or liabilities or expenses of any kind to which such any Initial Purchaser, affiliate, director, officer, employee employee, agent or such controlling person may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as any such losses, claims, damages, damages or liabilities or expenses (or actions in respect thereof) arise out of or are based upon: (i) any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Memorandum, the Time of Sale Document, any Company Additional Written Communication or the Final Offering Memorandum, or any amendment or supplement thereto; (ii) the omission or alleged omission to state, in the Preliminary Offering Memorandum, the Time of Sale Document, any Company Additional Written Communication or the Final Offering Memorandum, or any amendment or supplement thereto, a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; or (iii) any breach by the violation Company or any of any laws the Guarantors of their respective representations, warranties and agreements set forth herein or regulations of foreign jurisdictions where Securities have been offered or soldApplicable Law; and, subject to the provisions hereof, will reimburse, as incurred, such any Initial Purchaser and its affiliates, directors, officers, employees employees, agents and each such controlling persons for any reasonable legal or other expenses (including the reasonable fees and disbursements of counsel chosen by the Representatives and incurred in accordance with the provisions of Section 8(c)) incurred by such person in connection with investigating, defending against, settling, compromising, paying or appearing as a third-party witness in connection with any such loss, claim, damage, liability, expense or action in respect thereof; provided, however, the Company and the Guarantors will not be liable in any such case to the extent (but only to the extent) that a court of competent jurisdiction shall have determined by a final, unappealable judgment that such loss, claim, damage, liability or expense resulted solely from any untrue statement or alleged untrue statement or omission or alleged omission made in the Preliminary Offering Memorandum, the Time of Sale Document, any Company Additional Written Communication or the Final Offering Memorandum, Memorandum or any amendment or supplement thereto, thereto in reliance upon and in conformity with written information concerning the any Initial Purchasers Purchaser furnished to the Company by the Representatives any Initial Purchaser specifically for use therein, it being understood and agreed that the only such information furnished by the Representatives any Initial Purchaser to the Company consists of the information set forth in Section 13 hereof13. The indemnity agreement set forth in this Section 8 shall be in addition to any liability that the Company and the Guarantors may otherwise havehave to the indemnified parties.

Indemnification by the Company and the Guarantors. The Company and each of the Guarantors, Guarantors jointly and severally, severally agree to indemnify and hold harmless each the Initial Purchaser, its affiliatesaffiliates participating in this offering (“selling agents”), directors, officers and employees, and each person, if any, who controls such the Initial Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any losses, claims, damages, damages or liabilities or expenses of any kind to which such the Initial Purchaser, affiliate, director, officer, employee employee, selling agent or such controlling person may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as any such losses, claims, damages, damages or liabilities or expenses (or actions in respect thereof) arise out of or are based upon: (i) any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Memorandum, the Time of Sale Document, any Company Additional Written Communication or the Final Offering Memorandum, or any amendment or supplement thereto; (ii) the omission or alleged omission to state, in the Preliminary Offering Memorandum, the Time of Sale Document, any Company Additional Written Communication or the Final Offering Memorandum, or any amendment or supplement thereto, a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; or (iii) any breach by the violation Company or any of the Guarantors of their respective representations, warranties and agreements set forth herein or of Applicable Law, or any laws or regulations of foreign jurisdictions where Securities have been offered or soldfailure by the Company to perform any covenant set forth herein; and, subject to the provisions hereof, will reimburse, as incurred, such the Initial Purchaser and its affiliates, directors, officers, employees and each such controlling persons for any reasonable legal or other expenses (including the reasonable fees and disbursements of counsel chosen by the Representatives and incurred in accordance with the provisions of Section 8(c)) incurred by such person in connection with investigating, defending against, settling, compromising, paying or appearing as a third-party witness in connection with any such loss, claim, damage, liability, expense or action in respect thereof; provided, however, the Company and the Guarantors will not be liable in any such case to the extent (but only to the extent) that a court of competent jurisdiction shall have determined by a final, unappealable judgment that such loss, claim, damage, liability or expense resulted solely from any untrue statement or alleged untrue statement or omission or alleged omission made in the Preliminary Offering Memorandum, the Time of Sale Document, any Company Additional Written Communication or the Final Offering Memorandum, Memorandum or any amendment or supplement thereto, thereto in reliance upon and in conformity with written information concerning the Initial Purchasers Purchaser furnished to the Company by the Representatives Initial Purchaser specifically for use therein, it being understood and agreed that the only such information furnished by the Representatives Initial Purchaser to the Company consists of the information set forth in Section 13 hereof12. The indemnity agreement set forth in this Section 8 shall be in addition to any liability that the Company and the Guarantors may otherwise havehave to the indemnified parties.

Indemnification by the Company and the Guarantors. The Company and each of the Guarantors, Guarantors jointly and severally, severally agree to indemnify and hold harmless each the Initial PurchaserPurchasers, its affiliates, directors, officers and employees, and each person, if any, who controls such the Initial Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any losses, claims, damages, damages or liabilities or expenses of any kind to which such the Initial PurchaserPurchasers, affiliate, director, officer, employee or such controlling person may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as any such losses, claims, damages, damages or liabilities or expenses (or actions in respect thereof) arise out of or are based upon: (i) any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Memorandum, the Time of Sale Document, any Company Additional Written Communication or the Final Offering Memorandum, or any amendment or supplement thereto;; or (ii) the omission or alleged omission to state, in the Preliminary Offering Memorandum, the Time of Sale Document, any Company Additional Written Communication or the Final Offering Memorandum, or any amendment or supplement thereto, a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; or (iii) the violation of any laws or regulations of foreign jurisdictions where Securities have been offered or sold; and, subject to the provisions hereof, will reimburse, as incurred, such the Initial Purchaser Purchasers and its affiliates, directors, officers, employees and each such controlling persons for any reasonable legal or other expenses (including the reasonable fees and disbursements of counsel chosen by the Representatives and incurred in accordance with the provisions of Section 8(c)) incurred by such person in connection with investigating, defending against, settling, compromising, paying or appearing as a third-party witness in connection with any such loss, claim, damage, liability, expense or action in respect thereof; provided, however, the Company and the Guarantors will not be liable in any such case to the extent (but only to the extent) that a court of competent jurisdiction shall have determined by a final, unappealable judgment that such loss, claim, damage, liability or expense resulted solely from any untrue statement or alleged untrue statement or omission or alleged omission made in the Preliminary Offering Memorandum, the Time of Sale Document, any Company Additional Written Communication or the Final Offering Memorandum, Memorandum or any amendment or supplement thereto, thereto in reliance upon and in conformity with written information concerning the Initial Purchasers furnished to the Company by the Representatives Initial Purchasers specifically for use therein, it being understood and agreed that the only such information furnished by the Representatives Initial Purchasers to the Company consists of the information set forth in Section 13 hereof13. The indemnity agreement set forth in this Section 8 shall be in addition to any liability that the Company and the Guarantors may otherwise havehave to the indemnified parties.

Indemnification by the Company and the Guarantors. The Company and each of the Guarantors, Guarantors jointly and severally, severally agree to indemnify and hold harmless each the Initial Purchaser, its affiliates, directors, officers officers, employees and employeesagents, and each person, if any, who controls such the Initial Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any losses, claims, damages, damages or liabilities or expenses of any kind to which such the Initial PurchaserPurchaser or any of its affiliates, affiliatedirectors, directorofficers, officer, employee employees and agents or such controlling person persons may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as any such losses, claims, damages, damages or liabilities or expenses (or actions in respect thereof) arise out of or are based upon: (i) any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Memorandum, the Time of Sale Document, any Company Additional Written Communication (when taken together with the Time of Sale Document) or the Final Offering Memorandum, or any amendment or supplement thereto;; or (ii) the omission or alleged omission to state, in the Preliminary Offering Memorandum, the Time of Sale Document, any Company Additional Written Communication (when taken together with the Time of Sale Document) or the Final Offering Memorandum, or any amendment or supplement thereto, a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; or (iii) the violation of any laws or regulations of foreign jurisdictions where Securities have been offered or sold; and, subject to the provisions hereof, will reimburse, as incurred, such the Initial Purchaser and its affiliates, directors, officers, employees and agents and each such controlling persons for any reasonable and documented legal expenses of one outside counsel (in addition to one local counsel in each applicable jurisdiction) or other expenses (including the reasonable fees and disbursements of counsel chosen by the Representatives and incurred in accordance with the provisions of Section 8(c)) incurred by such person in connection with investigating, defending against, settling, compromising, paying or appearing as a third-party witness in connection with any such loss, claim, damage, liability, expense or action in respect thereof; provided, however, the Company and the Guarantors will not be liable in any such case to the extent (but only to the extent) that a court of competent jurisdiction shall have determined by a final, unappealable judgment that such loss, claim, damage, liability or expense resulted solely from any untrue statement or alleged untrue statement or omission or alleged omission made in the Preliminary Offering Memorandum, the Time of Sale Document, any Company Additional Written Communication (when taken together with the Time of Sale Document) or the Final Offering Memorandum, Memorandum or any amendment or supplement thereto, thereto in reliance upon and in conformity with written information concerning the Initial Purchasers furnished to the Company by the Representatives Initial Purchaser specifically for use therein, it being understood and agreed that the only such information furnished by the Representatives Initial Purchaser to the Company consists of the information set forth in Section 13 12 hereof. The indemnity agreement set forth in this Section 8 shall be in addition to any liability that the Company and the Guarantors may otherwise havehave to the indemnified parties.

Indemnification by the Company and the Guarantors. The Company and each of the GuarantorsGuarantor agree, jointly and severally, agree to indemnify and hold harmless each Initial Purchaser, its affiliates, its officers, directors, officers and employees, agents, partners and members and each person, if any, who controls such any Initial Purchaser within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act, against any losses, claims, damages, liabilities or expenses of any kind to which such Initial Purchaser, affiliate, director, officer, employee or such controlling person may become subject under the Securities Act, the Exchange 1934 Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as any such losses, claims, damages, liabilities or expenses (or actions in respect thereof) arise out of or are based uponfollows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Memorandum, the Time of Sale any Issuer Free Writing Document, any Company Additional Written Communication the General Disclosure Package or the Final Offering Memorandum, Memorandum (or any amendment or supplement thereto; to any of the foregoing), or in any materials, presentations or information provided to investors by, or with the approval of, the Company or any Guarantor in connection with the marketing of the offering of the Securities, including any road show or investor presentations made to investors by the Company (ii) whether in person or electronically), or the omission or alleged omission to state, in the Preliminary Offering Memorandum, the Time therefrom of Sale Document, any Company Additional Written Communication or the Final Offering Memorandum, or any amendment or supplement thereto, a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of, or pursuant to a judgment or other disposition in, any litigation, or any investigation or proceeding by any governmental or self-regulatory agency or body, commenced or threatened, or of any claim whatsoever arising out of or based upon any such untrue statement or omission, or any such alleged untrue statement or omission; orprovided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company and the Guarantors; and (iii) the violation of against any laws or regulations of foreign jurisdictions where Securities have been offered or sold; and, subject to the provisions hereof, will reimburseand all expense whatsoever, as incurred, such Initial Purchaser and its affiliates, directors, officers, employees and each such controlling persons for any reasonable legal or other expenses incurred (including the reasonable fees and disbursements of counsel chosen by the Representatives and counsel), reasonably incurred in accordance with the provisions of Section 8(c)) incurred by such person in connection with investigating, preparing or defending againstagainst any litigation, settlingor any investigation or proceeding by any governmental or self-regulatory agency or body, compromisingcommenced or threatened, paying or appearing as a third-party witness in connection with any claim whatsoever arising out of or based upon any such lossuntrue statement or omission, claimor any such alleged untrue statement or omission, damageto the extent that any such expense is not paid under (i) or (ii) above, liability, expense or action in respect thereof; provided, however, the Company and the Guarantors will that this indemnity agreement shall not be liable in apply to any such case loss, liability, claim, damage or expense to the extent (but only to the extent) that a court arising out of competent jurisdiction shall have determined by a final, unappealable judgment that such loss, claim, damage, liability or expense resulted solely from based upon any untrue statement or omission or alleged untrue statement or omission or alleged omission made in the Preliminary Offering Memorandum, the Time of Sale Document, any Company Additional Written Communication or the Final Offering Memorandum, or any amendment or supplement thereto, in reliance upon and in conformity with written information concerning the Initial Purchasers furnished to the Company or any Guarantor by any Initial Purchaser through the Representatives specifically expressly for use thereinin the Preliminary Offering Memorandum, any Issuer Free Writing Document, the General Disclosure Package or the Offering Memorandum (or in any amendment or supplement to any of the foregoing), it being understood and agreed that the only such information furnished by the Representatives to the Company Initial Purchasers as aforesaid consists of the information set forth described as such in Section 13 6(b) hereof. The indemnity agreement set forth in this Section 8 shall be in addition to any liability that the Company and the Guarantors may otherwise have.

Indemnification by the Company and the Guarantors. The Company and each of the Guarantors, Guarantors jointly and severally, severally agree to indemnify and hold harmless each the Initial PurchaserPurchasers, its their affiliates, directors, officers and employees, and each person, if any, who controls such the Initial Purchaser Purchasers within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any losses, claims, damages, damages or liabilities or expenses of any kind to which such the Initial Purchaser, affiliate, director, officer, employee or such controlling person may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as any such losses, claims, damages, damages or liabilities or expenses (or actions in respect thereof) arise out of or are based upon: (i) any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Memorandum, the Time of Sale Document, any Company Additional Written Communication or the Final Offering Memorandum, or any amendment or supplement thereto; (ii) the omission or alleged omission to state, in the Preliminary Offering Memorandum, the Time of Sale Document, any Company Additional Written Communication or the Final Offering Memorandum, or any amendment or supplement thereto, a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; or (iii) any breach by the violation Company or any of any laws the Guarantors of their respective representations, warranties and agreements set forth herein or regulations of foreign jurisdictions where Securities have been offered or soldApplicable Law; and, subject to the provisions hereof, will reimburse, as incurred, such the Initial Purchaser Purchasers and its their affiliates, directors, officers, employees and each such controlling persons for any reasonable legal or other expenses (including the reasonable fees and disbursements of counsel chosen by the Representatives and incurred in accordance with the provisions of Section 8(c)) incurred by such person in connection with investigating, defending against, settling, compromising, paying or appearing as a third-party witness in connection with any such loss, claim, damage, liability, expense or action in respect thereof; provided, however, the Company and the Guarantors will not be liable in any such case to the extent (but only to the extent) that a court of competent jurisdiction shall have determined by a final, unappealable judgment that such loss, claim, damage, liability or expense resulted solely from any untrue statement or alleged untrue statement or omission or alleged omission made in the Preliminary Offering Memorandum, the Time of Sale Document, any Company Additional Written Communication or the Final Offering Memorandum, Memorandum or any amendment or supplement thereto, thereto in reliance upon and in conformity with written information concerning the Initial Purchasers furnished to the Company by the Representatives Initial Purchasers specifically for use therein, it being understood and agreed that the only such information furnished by the Representatives Initial Purchasers to the Company consists of the information set forth in Section 13 hereof12. The indemnity agreement set forth in this Section 8 shall be in addition to any liability that the Company and the Guarantors may otherwise havehave to the indemnified parties.

Indemnification by the Company and the Guarantors. The Each of the Company and each of the Guarantors, jointly and severally, agree agrees to indemnify and hold harmless each Initial Purchaser, its affiliates, directors, officers and employees, and each person, if any, who controls such Initial Purchaser (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, ) any Initial Purchaser against any and all losses, claims, damages, liabilities or expenses of any kind expenses, joint or several, to which such Initial Purchaser, affiliate, director, officer, employee or such controlling person may become subject subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as any such losses, claims, damages, liabilities or expenses (or actions in respect thereofthereof as contemplated below) arise out of or are based upon: (i) upon any untrue statement or alleged untrue statement of a material fact contained or incorporated in the Preliminary Offering Memorandum, the Time of Sale DocumentPricing Supplement, any Company Additional Written Communication Communication, any Permitted General Solicitation or the Final Offering Memorandum, Memorandum (or any amendment or supplement thereto; (ii) ), or the omission or alleged omission to state, in the Preliminary Offering Memorandum, the Time therefrom of Sale Document, any Company Additional Written Communication or the Final Offering Memorandum, or any amendment or supplement thereto, a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (iii) the violation of any laws or regulations of foreign jurisdictions where Securities have been offered or sold; and, subject to the provisions hereof, and will reimburse, as incurred, such reimburse each Initial Purchaser and its affiliates, directors, officers, employees and each such affiliate, director, officer, employee or controlling persons person for any reasonable legal or other and all expenses (including the reasonable fees and disbursements of counsel chosen by the Representatives and incurred in accordance with the provisions of Section 8(c)SunTrust) as such expenses are reasonably incurred by such Initial Purchaser or such affiliate, director, officer, employee or controlling person in connection with investigating, defending againstdefending, settling, compromising, compromising or paying or appearing as a third-party witness in connection with any such loss, claim, damage, liability, expense or action in respect thereofaction; provided, however, that the Company and the Guarantors will not be liable in any such case to the extent (extent, but only to the extent) , that a court of competent jurisdiction shall have determined by a final, unappealable judgment that any such loss, claim, damage, liability or expense resulted solely from arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information relating to such Initial Purchaser and furnished to the Company by such Initial Purchaser through the Representative expressly for use in the Preliminary Offering Memorandum, the Time of Sale DocumentPricing Supplement, any Company Additional Written Communication or the Final Offering Memorandum, Memorandum (or any amendment or supplement thereto, in reliance upon and in conformity with written information concerning the Initial Purchasers furnished to the Company by the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by the Representatives to the Company consists of the information set forth in Section 13 hereof). The indemnity agreement set forth in this Section 8 7(a) shall be in addition to any liability liabilities that the Company and the Guarantors may otherwise have.

Indemnification by the Company and the Guarantors. The Company and each of the Guarantors, jointly and severally, agree to will indemnify and hold harmless each Initial Purchaser, Purchaser and its affiliatesofficers, directors, officers members, employees, investment advisers and employeesagents, successors and assigns, and each other person, if any, who controls such Initial Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of (the Exchange Act“Purchaser Indemnified Parties”), against any losses, claims, damagesdamages or liabilities, liabilities joint or expenses of any kind several, to which such Initial Purchaser, affiliate, director, officer, employee or such controlling person they may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company)otherwise, insofar as any such losses, claims, damages, damages or liabilities or expenses (or actions in respect thereof) arise out of or are based upon:based (i) any untrue statement or alleged untrue statement or omission or alleged omission of a any material fact contained in the Preliminary Offering Memorandum, the Time of Sale Documentany Registration Statement, any Company Additional Written Communication preliminary Prospectus or the Final Offering Memorandumfinal Prospectus, or any amendment or supplement thereto; thereof; (ii) any violation by the omission Company or alleged omission a Guarantor or their agents of any rule or regulation promulgated under the Securities Act applicable to state, in the Preliminary Offering Memorandum, the Time of Sale Document, any Company Additional Written Communication or the Final Offering Memorandum, a Guarantor or any amendment their agents and relating to action or supplement thereto, a material fact necessary to make the statements therein, in light inaction required of the circumstances Company or a Guarantor in connection with the performance of their obligations under which they were made, not misleadingthis Agreement; or or (iii) any failure to register or qualify the violation of Registrable Securities included in any laws such Registration Statement in any state where the Company, a Guarantor or regulations of foreign jurisdictions where Securities their agents have been offered affirmatively undertaken or sold; andagreed in writing that the Company or a Guarantor, subject to the provisions hereofas applicable, will reimburseundertake such registration or qualification on a Purchaser’s behalf, as incurredand will reimburse such Purchaser, such Initial Purchaser and its affiliates, directors, officers, employees and each such controlling persons Purchaser Indemnified Party for any reasonable documented, out-of-pocket legal or other expenses (including the reasonable fees and disbursements of counsel chosen by the Representatives and incurred in accordance with the provisions of Section 8(c)) reasonably incurred by such person them in connection with investigating, investigating or defending against, settling, compromising, paying or appearing as a third-party witness in connection with any such loss, claim, damage, liability, expense liability or action in respect thereofaction; provided, however, that the Company and the Guarantors will not be liable in any such case if and to the extent (but only to the extent) that a court of competent jurisdiction shall have determined by a final, unappealable judgment that any such loss, claim, damage, damage or liability arises out of or expense resulted solely from any is based upon (i) an untrue statement or alleged untrue statement or omission or alleged omission so made in the Preliminary Offering Memorandum, the Time of Sale Document, any Company Additional Written Communication or the Final Offering Memorandum, or any amendment or supplement thereto, in reliance upon and in conformity with written information concerning the Initial Purchasers furnished to the Company by the Representatives such Purchaser or any such controlling person in writing specifically for use thereinin such Registration Statement or Prospectus, it being understood (ii) the use by any Purchaser of an outdated or defective Prospectus after the Company or Iterum has notified such Purchaser in writing that such Prospectus is outdated or defective, (iii) a Purchaser’s failure to send or give a copy of the Prospectus or supplement (as then amended or supplemented), if required (and agreed that the only such information furnished by the Representatives not exempted) to the Company consists Persons asserting an untrue statement or omission or alleged untrue statement or omission at or prior to the written confirmation of the information set forth in Section 13 hereof. The indemnity agreement set forth in this Section 8 shall be in addition sale of Registrable Securities, (iv) a Purchaser’s fraud or (v) the disposition of any Registrable Securities pursuant to any liability that the Company and the Guarantors may otherwise haveRegistration Statement or Prospectus covering such Registrable Securities during an Allowed Delay.