Common use of Indemnification by the Initial Purchaser Clause in Contracts

Indemnification by the Initial Purchaser. The Initial Purchaser agrees to indemnify and hold harmless the Company and each of the Guarantors and their respective directors, officers and each person, if any, who controls the Company 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, as incurred, to which the Company, such Guarantors or any such director, officer or controlling person may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as a court of competent jurisdiction shall have determined by a final, unappealable judgment that such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) have resulted primarily and directly from (i) any untrue statement or alleged untrue statement of any material fact contained in the Time of Sale Document or the Final Offering Memorandum or any amendment or supplement thereto or (ii) the omission or the alleged omission to state therein a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, in each case to the extent (but only to the extent) that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information concerning such Initial Purchaser, furnished to the Company or its agents by the Initial Purchaser specifically for use therein as set forth in Section 12; and, subject to the limitation set forth immediately preceding this clause, will reimburse, as incurred, any legal or other expenses incurred by the Company and each of the Guarantors or any such director, officer or controlling person in connection with any such loss, claim, damage, liability, expense or action in respect thereof. This indemnity agreement set forth in this Section shall be in addition to any liability that the Initial Purchaser may otherwise have to the indemnified parties.

Indemnification by the Initial Purchaser. The Initial Purchaser agrees to indemnify and hold harmless each of the Company and each of the Guarantors and their respective its directors, officers and each person, if any, who controls the Company 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, as incurred, expenses to which the Company, such Guarantors Company or any such director, officer officer, employee or agent or controlling person may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as a court of competent jurisdiction shall have determined by a final, unappealable judgment that such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated belowthereof) have resulted primarily and directly solely from (i) any untrue statement or alleged untrue statement of any material fact contained in the Preliminary Offering Memorandum, the Time of Sale Document or the Final Offering Memorandum or any amendment or supplement thereto or (ii) the omission or the alleged omission to state therein in the Documents a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and, subject to the provisions hereof, will reimburse, as incurred, the Company and its affiliates, directors, officers, employees, agents and each such controlling persons for any legal or other expenses reasonably incurred by such person in each 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 Initial Purchaser will not be liable in any such case to the extent (but only to the extent) that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information concerning such the Initial Purchaser, Purchaser furnished to the Company or its agents by the Initial Purchaser specifically for use therein as set forth in Section 12; and, subject to the limitation set forth immediately preceding this clause, will reimburse, as incurred, any legal or other expenses reasonably incurred by the Company and each of the Guarantors or any such director, officer or controlling person in connection with any such loss, claim, damage, liability, expense or action in respect thereof. This The indemnity agreement set forth in this Section shall be in addition to any liability that the Initial Purchaser may otherwise have to the indemnified parties.

Indemnification by the Initial Purchaser. The Initial Purchaser agrees to indemnify and hold harmless each of the Company and each of the Guarantors and their respective its directors, officers officers, and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act, against any losses, claims, damages, damages or liabilities or expenses, as incurred, of any kind to which the Company, such Guarantors or any such affiliate, director, officer officer, 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, insofar as a court of competent jurisdiction shall have determined by a final, unappealable judgment that such losses, claims, damages, damages or liabilities or expenses (or actions in respect thereof as contemplated belowthereof) have resulted primarily and directly solely from (i) any untrue statement or alleged untrue statement of any material fact contained in the Preliminary Offering Memorandum, the Time of Sale Document or the Final Offering Memorandum Memorandum, or any amendment or supplement thereto thereto, or (ii) the omission or the alleged omission to state therein 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, and, subject to the provisions hereof, will reimburse, as incurred, the Company and its affiliates, directors, officers, employees, agents and each such controlling persons for any legal or other expenses reasonably incurred by such person in each 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 Initial Purchaser will not be liable in any such case to the extent (but only to the extent) that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information concerning such the Initial Purchaser, Purchaser furnished to the Company or its agents by the Initial Purchaser specifically for use therein as set forth in Section 12; and, subject to the limitation set forth immediately preceding this clause, will reimburse, as incurred, any legal or other expenses reasonably incurred by the Company and each of the Guarantors or any such director, officer or controlling person in connection with any such loss, claim, damage, liability, expense or action in respect thereof. This The indemnity agreement set forth in this Section shall be in addition to any liability that the Initial Purchaser may otherwise have to the indemnified parties.

Indemnification by the Initial Purchaser. The Initial Purchaser agrees to will indemnify and hold harmless the Company Company, its affiliates, directors and each of the Guarantors and their respective directors, officers and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or and Section 20 of the Exchange Act Act, from and against any losses, claims, damages, damages or liabilities or expenses, as incurred, to which the Company, such Guarantors or any such director, officer or controlling person Company may become subject subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulationotherwise (including in settlement of any litigation, at common law or otherwiseif such settlement is effected with the written consent of such Initial Purchaser), insofar as a court of competent jurisdiction shall have determined by a final, unappealable judgment that such losses, claims, damages, damages or liabilities or expenses (or actions in respect thereof as contemplated belowthereof) have resulted primarily and directly from (i) any arise out of or are based upon an untrue statement or alleged untrue statement of any a material fact contained in the Preliminary Offering Memorandum, the Time of Sale Document or Disclosure Package, the Final Offering Memorandum Memorandum, or any amendment or supplement thereto thereto, or (ii) any Issuer Written Communication, or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, therein not misleading, in each case to the extent (extent, but only to the extent) , that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information concerning such Initial Purchaser, furnished to the Company by you, or its agents by the such Initial Purchaser through you, specifically for use therein in the preparation thereof (it being understood and agreed that the only information furnished by an Initial Purchaser consists of the information described as set forth such in Section 12; and6(e)), subject to and will reimburse the limitation set forth immediately preceding this clause, will reimburse, as incurred, Company for any legal or other expenses reasonably incurred by the Company and each of the Guarantors or any such director, officer or controlling person in connection with investigating or defending against any such loss, claim, damage, liability, expense liability or action in respect thereof. This indemnity agreement set forth in this Section shall be in addition to any liability that the Initial Purchaser may otherwise have to the indemnified partiesas such expenses are incurred.

Indemnification by the Initial Purchaser. The Initial Purchaser agrees to indemnify and hold harmless the Company and each of the Guarantors and Memorial Parties, their respective directors, officers directors and each person, if any, who controls the Company Partnership within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act against any lossesand all loss, claimsliability, damagesclaim, liabilities or expensesdamage and expense described in the indemnity contained in subsection (a) of this Section 6, as incurred, but only with respect to which the Companyuntrue statements or omissions, such Guarantors or any such director, officer or controlling person may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as a court of competent jurisdiction shall have determined by a final, unappealable judgment that such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) have resulted primarily and directly from (i) any untrue statement or alleged untrue statement of any material fact contained statements or omissions, made in the Time of Sale Preliminary Offering Memorandum, any Issuer Free Writing Document or the Final Offering Memorandum (or any amendment or supplement thereto or (ii) the omission or the alleged omission to state therein a material fact necessary to make the statements therein, in light any of the circumstances under which they were madeforegoing), not misleading, in each case to the extent (but only to the extent) that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information concerning such Initial Purchaser, furnished to the Company or its agents any Memorial Party by the Initial Purchaser specifically expressly for use therein as therein. The Memorial Parties hereby acknowledge and agree that the information furnished to any of the Memorial Parties by the Initial Purchaser expressly for use in the General Disclosure Package, any Issuer Free Writing Document or the Offering Memorandum (or any amendment or supplement to any of the foregoing), consists exclusively of the following information appearing under the caption “Plan of Distribution” in the Preliminary Offering Memorandum and the Offering Memorandum: (i) the statements set forth in Section 12; andthe table in the first paragraph under such caption, subject to (ii) the limitation set forth immediately preceding this clause, will reimburse, as incurred, any legal or other expenses incurred by the Company and each of the Guarantors or any such director, officer or controlling person in connection with any such loss, claim, damage, liability, expense or action in respect thereof. This indemnity agreement statement set forth in this Section shall be the first sentence of the third paragraph under such caption, (iii) the statements set forth in addition to any liability that the second sentence of the fourth paragraph under such caption, (iv) the information regarding stabilization, syndicate covering transactions and penalty bids appearing in the ninth paragraph under such caption (but only insofar as such information concerns the Initial Purchaser), (v) the information regarding market making by the Initial Purchaser may otherwise have to appearing in the indemnified partieseighth paragraph under such caption and (vi) the information regarding hedging practices appearing in the twelfth paragraph under such caption.

Indemnification by the Initial Purchaser. The Initial Purchaser agrees to indemnify and hold harmless each of the Company and Company, each of the Guarantors and their respective directors, officers and each person, if any, who controls the Company 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, as incurred, expenses to which the Company, such Guarantors or any such director, officer or controlling person may become subject under the Securities Act, the Exchange Act Act, or other federal or state statutory law or regulation, or at common law or otherwiseotherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Initial Purchaser), insofar as a court of competent jurisdiction shall have determined by a final, unappealable judgment that such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated belowthereof) have resulted primarily and directly solely from (i) any untrue statement or alleged untrue statement of any material fact contained in the Time of Sale Document or the Final Offering Memorandum Circular or any amendment or supplement thereto or (ii) the omission or the alleged omission to state therein a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, in each case to the extent (but only to the extent) that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information concerning such the Initial Purchaser, Purchaser furnished to the Company or its agents by the Initial Purchaser specifically for use therein as set forth in Section 12; and, subject to the limitation set forth immediately preceding this clause, will reimburse, as incurred, any legal or other expenses incurred by the Company and Company, each of the Guarantors or any such director, officer or controlling person in connection with any such loss, claim, damage, liability, expense or action in respect thereof. This The indemnity agreement set forth in this Section shall be in addition to any liability that the Initial Purchaser may otherwise have to the indemnified parties.

Indemnification by the Initial Purchaser. The Initial Purchaser agrees to Purchasers, severally and not jointly, shall indemnify and hold harmless the Company and each of the Guarantors and their respective its directors, its officers and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Company Indemnified Parties” and each a “Company Indemnified Party”) against any lossesloss, claimsclaim, damagesdamage, liabilities expense or expensesliability whatsoever (or any action, as incurredinvestigation or proceeding in respect thereof), joint or several, to which the Company, such Guarantors or any such director, officer or controlling person Company Indemnified Party may become subject subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as a court such loss, claim, damage, expense, liability, action, investigation or proceeding arises out of competent jurisdiction shall have determined by a final, unappealable judgment that such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) have resulted primarily and directly from is based upon (i) any untrue statement or alleged untrue statement of any a material fact contained in the Time of Sale Document or Document, the Final Offering Memorandum Memorandum, or in any amendment or supplement thereto or document incorporated by reference therein, or any Company Additional Written Communication or (ii) the omission or the alleged omission to state therein in any Time of Sale Document, the Final Offering Memorandum, or in any amendment or supplement thereto or document incorporated by reference therein, or any Company Additional Written Communication, a material fact required to be stated therein or necessary to make the statements therein, therein in light of the circumstances under which they were made, are made not misleading, but in each case only to the extent (but only to that the extent) that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information concerning such Initial Purchaser, furnished to the Company by or its agents by on behalf of the Initial Purchaser Purchasers specifically for use therein therein, which information the parties hereto agree is limited to the Initial Purchasers’ Information as set forth defined in Section 12; and14(d), subject to and shall reimburse the limitation set forth immediately preceding this clause, will reimburse, as incurred, Company Indemnified Parties for any legal or other expenses reasonably incurred by the Company and each of the Guarantors such party in connection with investigating or any such director, officer preparing to defend or controlling person defending against or appearing as third party witness in connection with any such loss, claim, damage, liability, expense action, investigation or action in respect thereofproceeding, as such fees and expenses are incurred. This indemnity agreement set forth in this Section shall is not exclusive and will be in addition to any liability that which the Initial Purchaser Purchasers might otherwise have and shall not limit any rights or remedies which may otherwise have be available under this Agreement, at law or in equity to the indemnified partiesCompany Indemnified Parties.

Indemnification by the Initial Purchaser. The Initial Purchaser Purchaser, severally and not jointly, agrees to indemnify and hold harmless each of the Company and Company, each of the Guarantors and their respective directors, officers and each person, if any, who controls the Company 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, as incurred, expenses to which the Company, such Guarantors or any such director, officer or controlling person may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as a court of competent jurisdiction shall have determined by a final, unappealable judgment that such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated belowthereof) have resulted primarily and directly solely from (i) any untrue statement or alleged untrue statement of any material fact contained in the Time of Sale Document or the Final Offering Memorandum or any amendment or supplement thereto or (ii) the omission or the alleged omission to state therein a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, in each case to the extent (but only to the extent) that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information concerning such any Initial Purchaser, Purchaser furnished to the Company or its agents by the Initial Purchaser specifically for use therein as set forth in Section 12; and, subject to the limitation set forth immediately preceding this clause, will reimburse, as incurred, any legal or other expenses incurred by the Company and Company, each of the Guarantors or any such director, officer or controlling person in connection with any such loss, claim, damage, liability, expense or action in respect thereof. This The indemnity agreement set forth in this Section shall be in addition to any liability that the Initial Purchaser may otherwise have to the indemnified parties.

Indemnification by the Initial Purchaser. The Initial Purchaser agrees to indemnify and hold harmless the Company and each of the Company, the Guarantors and their respective affiliates, directors, officers officers, employees and agents, and each person, if any, who controls the Company 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, as incurred, expenses to which the Company, such Guarantors or any such director, officer or controlling person may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as a court of competent jurisdiction shall have determined by a final, unappealable judgment that such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated belowthereof) have resulted primarily and directly solely from (i) any untrue statement or alleged untrue statement of any material fact contained in the Preliminary Offering Memorandum, the Time of Sale Document or the Final Offering Memorandum or any amendment or supplement thereto or (ii) the omission or the alleged omission to state therein a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, in each case to the extent (but only to the extent) that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information concerning such Initial Purchaser, furnished to the Company or its agents by the Initial Purchaser specifically for use therein as set forth in Section 1212 hereof; and, subject to the limitation set forth immediately preceding this clause, will reimburse, as incurred, any legal or other expenses incurred by the Company and Company, each of the Guarantors or any such director, officer or controlling person in connection with any such loss, claim, damage, liability, expense or action in respect thereof. This The indemnity agreement set forth in this Section shall be in addition to any liability that the Initial Purchaser may otherwise have to the indemnified parties.

Indemnification by the Initial Purchaser. The Initial Purchaser agrees to indemnify and hold harmless each of the Company and each of the Guarantors and their respective its directors, officers and each person, if any, who controls the Company 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, as incurred, expenses to which the Company, such Guarantors Company or any such director, officer or controlling person may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as a court of competent jurisdiction shall have determined by a final, unappealable judgment that such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated belowthereof) have resulted primarily and directly from arisen out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in the Preliminary Offering Memorandum, the Time of Sale Document or the Final Offering Memorandum or any amendment or supplement thereto or (ii) the omission or the alleged omission to state therein a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, in each case to the extent (but only to the extent) that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information concerning such the Initial Purchaser, Purchaser furnished to the Company or its agents by the Initial Purchaser specifically for use therein as set forth in Section 12; and, subject to the limitation set forth immediately preceding this clause, will reimburse, as incurred, any reasonable legal or other expenses incurred by the Company and each of the Guarantors or any such director, officer or controlling person in connection with any such loss, claim, damage, liability, expense or action in respect thereof. This The indemnity agreement set forth in this Section shall be in addition to any liability that the Initial Purchaser may otherwise have to the indemnified parties.