Common use of Indemnification by the Initial Purchasers Clause in Contracts

Indemnification by the Initial Purchasers. Each Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Issuer, the Company and the Guarantors, their respective officers and directors and each person, if any, who controls the Issuer or the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 6, as incurred, but only with respect to any losses, liabilities, claims, damages or expenses arising out of or based upon any untrue statements or omissions, or alleged untrue statements or omissions, made in the Preliminary Offering Memorandum, any Issuer Free Writing Document or the Offering Memorandum (or any amendment or supplement to any of the foregoing) in reliance upon and in conformity with information furnished in writing to the Issuer, the Company or any Guarantor by or on behalf of such Initial Purchaser through the Representatives expressly for use therein. The Issuer, the Company and the Guarantors hereby acknowledge and agree that the information furnished to the Issuer, the Company and the Guarantors by the Initial Purchasers through the Representatives expressly for use in the Preliminary Offering Memorandum, 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: the information appearing in the third paragraph, the fourth and fifth sentences of the seventh paragraph and the first and last sentences of the ninth paragraph, each under such caption.

Indemnification by the Initial Purchasers. Each Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Issuer, the Company and the Guarantors, their respective officers affiliates, officers, directors, employees, agents, partners and directors members and each person, if any, who controls the Issuer Company or the Company Guarantors within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 6, as incurred, but only with respect to any losses, liabilities, claims, damages or expenses arising out of or based upon any untrue statements or omissions, or alleged untrue statements or omissions, made in the Preliminary Offering Memorandum, any Issuer Free Writing Document or the Offering Memorandum (or any amendment or supplement to any of the foregoing) ), in reliance upon and in conformity with written information relating to such Initial Purchaser furnished in writing to the Issuer, the Company or any Guarantor by or on behalf of such Initial Purchaser through the Representatives Representative expressly for use therein. The Issuer, the Company and the Guarantors hereby acknowledge and agree that the information furnished to the Issuer, the Company and the Guarantors any Guarantor by the Initial Purchasers through the Representatives Representative expressly for use in the Preliminary Offering Memorandum, 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: the information appearing in the third fourth paragraph, the third and fourth and fifth sentences of the seventh sixth paragraph and the first ninth, tenth and last sentences of the ninth paragrapheleventh paragraphs, each all under such caption.

Indemnification by the Initial Purchasers. Each Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the IssuerCompany, the Company and the Guarantors, their respective officers and directors and each person, if any, who controls the Issuer or the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 6, as incurred, but only with respect to any losses, liabilities, claims, damages or expenses arising out of or based upon any untrue statements or omissions, or alleged untrue statements or omissions, made in the Preliminary Offering Memorandum, any Issuer Free Writing Document Document, the General Disclosure Package or the Offering Memorandum (or any amendment or supplement to any of the foregoing) ), in reliance upon and in conformity with written information relating to such Initial Purchaser furnished in writing to the Issuer, the Company or any Guarantor by or on behalf of such Initial Purchaser through the Representatives Representative expressly for use therein. The Issuer, the Company and the Guarantors hereby acknowledge and agree that the information furnished to the Issuer, the Company and the Guarantors any Guarantor by the Initial Purchasers through the Representatives Representative expressly for use in the Preliminary Offering Memorandum, 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 information regarding stabilization, syndicate covering transactions and penalty bids appearing in the third paragraph, first sentence of the ninth paragraph under such caption (but only insofar as such information concerns the Initial Purchasers) and (ii) the information regarding market making by the Initial Purchasers appearing in the fourth and fifth sentences sentence of the seventh paragraph and the first and last sentences of the ninth paragraph, each under such caption.

Indemnification by the Initial Purchasers. Each Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Issuer, the Company and the Guarantors, their respective officers affiliates, and directors their officers, directors, employees, agents, partners and members and each person, if any, who controls the Issuer Company or the Company any Guarantor within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 6, as incurred, but only with respect to any losses, liabilities, claims, damages or expenses arising out of or based upon any untrue statements or omissions, or alleged untrue statements or omissions, made in the Preliminary Offering Memorandum, any Issuer Free Writing Document Document, the General Disclosure Package or the Offering Memorandum (or any amendment or supplement to any of the foregoing) ), in reliance upon and in conformity with written information relating to such Initial Purchaser furnished in writing to the Issuer, the Company or any Guarantor by or on behalf of such Initial Purchaser through the Representatives Representative expressly for use therein. The Issuer, the Company and the Guarantors hereby acknowledge and agree that the information furnished to the Issuer, the Company and the Guarantors any Guarantor by the Initial Purchasers through the Representatives Representative expressly for use in the Preliminary Offering Memorandum, any Issuer Free Writing Document Document, the General Disclosure Package 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 information regarding stabilization, syndicate covering transactions and penalty bids appearing in the third paragraph, ninth paragraph under such caption (but only insofar as such information concerns the Initial Purchasers) and (ii) the information regarding market making by the Initial Purchasers appearing in the fourth and fifth sentences of the seventh paragraph and the first and last sentences of the ninth paragraph, each under such caption.

Indemnification by the Initial Purchasers. Each Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Issuer, the Company and the GuarantorsMRD Parties, their respective officers and directors and each person, if any, who controls the Issuer or the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 6, as incurred, but only with respect to any losses, liabilities, claims, damages or expenses arising out of or based upon any untrue statements or omissions, or alleged untrue statements or omissions, made in the Preliminary Offering Memorandum, any Issuer Free Writing Document Document, Permitted General Solicitation or the Offering Memorandum (or any amendment or supplement to any of the foregoing) ), in reliance upon and in conformity with written information furnished in writing to the Issuer, the Company or any Guarantor MRD Party by or on behalf of such any Initial Purchaser through the Representatives Representative expressly for use therein. The Issuer, the Company and the Guarantors MRD Parties hereby acknowledge and agree that the information furnished to any of the Issuer, the Company and the Guarantors MRD Parties by the Initial Purchasers through the Representatives Representative expressly for use in the Preliminary Offering MemorandumGeneral Disclosure Package, any Issuer Free Writing Document Document, General Solicitation consented to by the Company in writing 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 the last paragraph of the cover page regarding delivery of the Securities and (ii) under the heading “Plan of Distribution,” the information appearing found in the third paragraph, table in the fourth and fifth sentences of the seventh first paragraph and in the first third, ninth and last sentences of the ninth paragraph, each under such captiontenth paragraphs.

Indemnification by the Initial Purchasers. Each Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Issuer, the Company and the Guarantors, their respective officers and directors and each person, if any, who controls the Issuer or the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 6, as incurred, but only with respect to any losses, liabilities, claims, damages or expenses arising out of or based upon any untrue statements or omissions, or alleged untrue statements or omissions, made in the Preliminary Offering Memorandum, any Issuer Free Writing Document or the Offering Memorandum (or any amendment or supplement to any of the foregoing) ), in reliance upon and in conformity with written information relating to such Initial Purchaser furnished in writing to the Issuer, the Company or any Guarantor by or on behalf of such Initial Purchaser through the Representatives Representative expressly for use therein. The Issuer, the Company and the Guarantors hereby acknowledge and agree that the information furnished to the Issuer, the Company and the Guarantors any Guarantor by the Initial Purchasers through the Representatives Representative expressly for use in the Preliminary Offering Memorandum, 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: the information appearing in the third second sentence of the second paragraph, the fourth paragraph, and fifth the third and fourth sentences of the seventh paragraph and the first and last sentences of the ninth paragraph, each under such captioncaption (but only insofar as such information concerns the Initial Purchasers).

Indemnification by the Initial Purchasers. Each Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Issuer, the Company Issuers and the Guarantors, their respective officers and officers, directors and each person, if any, who controls the Issuer or the Company Issuers within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 6, as incurred, but only with respect to any losses, liabilities, claims, damages or expenses arising out of or based upon any untrue statements or omissions, or alleged untrue statements or omissions, made included in the Preliminary Offering Memorandum, any Issuer Free Writing Document or the Offering Memorandum (or any amendment or supplement to any of the foregoing) ), in reliance upon and in conformity with written information relating to such Initial Purchaser furnished in writing to the Issuer, the Company Issuers or any Guarantor by or on behalf of such Initial Purchaser through the Representatives Representative expressly for use therein. The Issuer, the Company Issuers and the Guarantors hereby acknowledge and agree that the information furnished to the Issuer, the Company Issuers and the Guarantors any Guarantor by the Initial Purchasers through the Representatives Representative expressly for use in the Preliminary Offering Memorandum, 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 in the Preliminary Offering Memorandum and the Offering Memorandum appearing under the caption “Plan of Distribution—Stabilization and Short Positions” in the Preliminary Offering Memorandum and the Offering Memorandum: information regarding market making by the information Initial Purchasers appearing in the third paragraph, first paragraph under the fourth caption “Plan of Distribution—Rule 144A and fifth sentences of the seventh paragraph and the first and last sentences of the ninth paragraph, each under such caption.Regulation S.”

Indemnification by the Initial Purchasers. Each Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Issuer, the Company and the GuarantorsGrantors, their respective officers and directors and each person, if any, who controls the Issuer or the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 6, as incurred, but only with respect to any losses, liabilities, claims, damages or expenses arising out of or based upon any untrue statements or omissions, or alleged untrue statements or omissions, made in the Preliminary Offering Memorandum, any Issuer Free Writing Document or the Offering Memorandum (or any amendment or supplement to any of the foregoing) in reliance upon and in conformity with information furnished in writing to the Issuer, the Company or any Guarantor by or on behalf of such Initial Purchaser through the Representatives expressly for use therein. The Issuer, the Company and the Guarantors Grantors hereby acknowledge and agree that the information furnished to the Issuer, the Company and the Guarantors Grantors by the Initial Purchasers through the Representatives Initial Purchasers expressly for use in the Preliminary Offering Memorandum, 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: the information appearing in the third paragraph, the fourth and fifth sentences of the seventh paragraph and the first and last sentences of the ninth paragraph, each under such caption.

Indemnification by the Initial Purchasers. Each Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Issuer, the Company and the GuarantorsMemorial Parties, their respective officers and directors and each person, if any, who controls the Issuer or the Company Partnership within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 6, as incurred, but only with respect to any losses, liabilities, claims, damages or expenses arising out of or based upon any untrue statements or omissions, or alleged untrue statements or omissions, made in the Preliminary Offering Memorandum, any Issuer Free Writing Document or the Offering Memorandum (or any amendment or supplement to any of the foregoing) ), in reliance upon and in conformity with written information furnished in writing to the Issuer, the Company or any Guarantor Memorial Party by or on behalf of such any Initial Purchaser through the Representatives Representative expressly for use therein. The Issuer, the Company and the Guarantors Memorial Parties hereby acknowledge and agree that the information furnished to any of the Issuer, the Company and the Guarantors Memorial Parties by the Initial Purchasers through the Representatives Representative expressly for use in the Preliminary Offering MemorandumGeneral 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 the table in the first paragraph under such caption, (ii) the statement set forth in the first sentence of the third paragraph under such caption, (iii) the statements set forth in the second sentence of the fourth paragraph under such caption, (iv) the information regarding stabilization, syndicate covering transactions and penalty bids appearing in the third paragraphninth paragraph under such caption (but only insofar as such information concerns the Initial Purchasers), (v) the fourth information regarding market making by the Initial Purchasers appearing in the eighth paragraph under such caption and fifth sentences of (vi) the seventh information regarding hedging practices appearing in the twelfth paragraph and the first and last sentences of the ninth paragraph, each under such caption.

Indemnification by the Initial Purchasers. Each Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Issuer, the Company and the Guarantors, their respective officers and directors officers, directors, employees, agents and each person, if any, who controls the Issuer Company or the Company any Guarantor within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense equivalent to that described in the indemnity contained in subsection (a) of this Section 6, as incurred, but only with respect to any losses, liabilities, claims, damages or expenses arising out of or based upon any untrue statements or omissions, or alleged untrue statements or omissions, made in the Preliminary Offering Memorandum, any Issuer Free Writing Document or the Offering Memorandum (or any amendment or supplement to any of the foregoing) ), in reliance upon and in conformity with written information relating to such Initial Purchaser furnished in writing to the Issuer, the Company or any Guarantor by or on behalf of such Initial Purchaser through the Representatives Representative expressly for use therein. The Issuer, the Company and the Guarantors hereby acknowledge and agree that the information furnished to the Issuer, the Company and the Guarantors any Guarantor by the Initial Purchasers through the Representatives Representative expressly for use in the Preliminary Offering Memorandum, 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 information regarding market making by the Initial Purchasers appearing in the third paragraph, the fourth and fifth sentences second sentence of the seventh paragraph and the first and last sentences of the ninth paragraph, each under such caption, (ii) the information regarding market making by the Initial Purchasers and (iii) the information regarding stabilization, syndicate covering transactions and penalty bids appearing in the eighth paragraph under such caption (but only insofar as such information concerns the Initial Purchasers).

Indemnification by the Initial Purchasers. Each Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Issuer, the Company and the Guarantors, their respective officers and directors and each person, if any, who controls the Issuer or the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 6, as incurred, but only with respect to any losses, liabilities, claims, damages or expenses arising out of or based upon any untrue statements or omissions, or alleged untrue statements or omissions, made in the Preliminary Offering Memorandum, any Issuer Free Writing Document or the Offering Memorandum (or any amendment or supplement to any of the foregoing) ), in reliance upon and in conformity with written information relating to such Initial Purchaser furnished in writing to the Issuer, the Company or any Guarantor by or on behalf of such Initial Purchaser through the Representatives Representative expressly for use therein. The Issuer, the Company and the Guarantors hereby acknowledge and agree that the information furnished to the Issuer, the Company and the Guarantors any Guarantor by the Initial Purchasers through the Representatives Representative expressly for use in the Preliminary Offering Memorandum, 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 information regarding resale price and selling terms appearing in the third paragraphparagraph under such caption, (ii) the fourth information regarding stabilization, syndicate covering transactions and fifth sentences of the seventh paragraph and the first and last sentences of penalty bids appearing in the ninth paragraph, each paragraph under such caption (but only insofar as such information concerns the Initial Purchasers) and (iii) the information regarding market making by the Initial Purchasers appearing in the eighth paragraph under such caption.

Indemnification by the Initial Purchasers. Each Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Issuer, the Company and the GuarantorsGuarantor, their respective officers and directors and each person, if any, who controls the Issuer or the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 6, as incurred, but only with respect to any losses, liabilities, claims, damages or expenses arising out of or based upon any untrue statements or omissions, or alleged untrue statements or omissions, made in the Preliminary Offering Memorandum, any Issuer Free Writing Document or the Offering Memorandum (or any amendment or supplement to any of the foregoing) in reliance upon and in conformity with information furnished in writing to the Issuer, Company and the Company or any Guarantor by or on behalf of such Initial Purchaser through the Representatives Representative expressly for use therein. The Issuer, the Company and the Guarantors Guarantor hereby acknowledge and agree that the information furnished to the Issuer, the Company and the Guarantors Guarantor by the Initial Purchasers through the Representatives Representative expressly for use in the Preliminary Offering Memorandum, 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: the information appearing in the third fourth sentence of the seventh paragraph, the fourth ninth paragraph, the tenth paragraph, and fifth the third and eighth sentences of the seventh paragraph and the first and last sentences of the ninth eleventh paragraph, each under such caption.

Indemnification by the Initial Purchasers. Each Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Issuer, the Company and the Guarantors, their respective officers and directors and each person, if any, who controls the Issuer or the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 6, as incurred, but only with respect to any losses, liabilities, claims, damages or expenses arising out of or based upon any untrue statements or omissions, or alleged untrue statements or omissions, made in the Preliminary Offering Memorandum, any Issuer Free Writing Document or the Offering Memorandum (or any amendment or supplement to any of the foregoing) ), in reliance upon and in conformity with written information relating to such Initial Purchaser furnished in writing to the Issuer, the Company or any Guarantor by or on behalf of such Initial Purchaser through the Representatives Representative expressly for use therein. The Issuer, the Company and the Guarantors hereby acknowledge and agree that the information furnished to the Issuer, the Company and the Guarantors any Guarantor by the Initial Purchasers through the Representatives Representative expressly for use in the Preliminary Offering Memorandum, 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 information regarding stabilization, syndicate covering transactions and penalty bids appearing in the fourth paragraph under such caption (but only insofar as such information concerns the Initial Purchasers) and (ii) the information regarding market making by the Initial Purchasers appearing in the second and third paragraph, the fourth and fifth sentences of the seventh paragraph and the first and last sentences of the ninth paragraph, each under such caption.

Indemnification by the Initial Purchasers. Each Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Issuer, the Company and the Guarantors, their respective officers and officers, directors and each person, if any, who controls the Issuer or the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) (1) of this Section 6, as incurred, but only with respect to any losses, liabilities, claims, damages or expenses arising out of or based upon any untrue statements or omissions, or alleged untrue statements or omissions, made in the Preliminary Offering Memorandum, any Issuer Free Writing Document Document, any Permitted General Solicitation or the Offering Memorandum (or any amendment or supplement to any of the foregoing) ), in reliance upon and in conformity with written information relating to such Initial Purchaser furnished in writing to the Issuer, the Company or any Guarantor by or on behalf of such Initial Purchaser through the Representatives Representative expressly for use therein. The Issuer, the Company and the Guarantors hereby acknowledge and agree that the information furnished to the Issuer, the Company and the Guarantors any Guarantor by the Initial Purchasers through the Representatives Representative expressly for use in the Preliminary Offering Memorandum, any Issuer Free Writing Document Document, any Permitted General Solicitation 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 information regarding stabilization and syndicate covering transactions appearing in the third paragraph, the fourth and second through fifth sentences of the seventh paragraph under such caption (but only insofar as such information concerns the Initial Purchasers) and (ii) the first and last sentences information regarding market making by the Initial Purchasers appearing in the fourth sentence of the ninth paragraph, each sixth paragraph under such caption.

Indemnification by the Initial Purchasers. Each Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the IssuerCompany, the Company and the Guarantors, their respective officers and directors and each person, if any, who controls the Issuer or the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 6, as incurred, but only with respect to any losses, liabilities, claims, damages or expenses arising out of or based upon any untrue statements or omissions, or alleged untrue statements or omissions, made in the Preliminary Offering Memorandum, any Issuer Free Writing Document Document, the General Disclosure Package or the Offering Memorandum (or any amendment or supplement to any of the foregoing) ), in reliance upon and in conformity with written information relating to such Initial Purchaser furnished in writing to the Issuer, the Company or any Guarantor by or on behalf of such Initial Purchaser through the Representatives Representative expressly for use therein. The Issuer, the Company and the Guarantors hereby acknowledge and agree that the information furnished to the Issuer, the Company and the Guarantors any Guarantor by the Initial Purchasers through the Representatives Representative expressly for use in the Preliminary Offering Memorandum, 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 information regarding overallotment, stabilization and syndicate covering transactions appearing in the third paragraph, first sentence of the ninth paragraph under such caption (but only insofar as such information concerns the Initial Purchasers) and (ii) the information regarding market making by the Initial Purchasers appearing in the fourth and fifth sentences sentence of the seventh paragraph and the first and last sentences of the ninth paragraph, each under such caption.

Indemnification by the Initial Purchasers. Each Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Issuer, the Company and the GuarantorsMemorial Parties, their respective officers and directors and each person, if any, who controls the Issuer or the Company Partnership within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 6, as incurred, but only with respect to any losses, liabilities, claims, damages or expenses arising out of or based upon any untrue statements or omissions, or alleged untrue statements or omissions, made in the Preliminary Offering Memorandum, any Issuer Free Writing Document Document, General Solicitation or the Offering Memorandum (or any amendment or supplement to any of the foregoing) ), in reliance upon and in conformity with written information furnished in writing to the Issuer, the Company or any Guarantor Memorial Party by or on behalf of such any Initial Purchaser through the Representatives Representative expressly for use therein. The Issuer, the Company and the Guarantors Memorial Parties hereby acknowledge and agree that the information furnished to any of the Issuer, the Company and the Guarantors Memorial Parties by the Initial Purchasers through the Representatives Representative expressly for use in the Preliminary Offering MemorandumGeneral Disclosure Package, any Issuer Free Writing Document Document, General Solicitation 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 the table in the first paragraph under such caption, (ii) the statement set forth in the first sentence of the third paragraph under such caption, (iii) the statements set forth in the second sentence of the fourth paragraph under such caption, (iv) the information regarding stabilization, syndicate covering transactions and penalty bids appearing in the third paragraphninth paragraph under such caption (but only insofar as such information concerns the Initial Purchasers), (v) the fourth information regarding market making by the Initial Purchasers appearing in the eighth paragraph under such caption and fifth sentences of (vi) the seventh information regarding hedging practices appearing in the twelfth paragraph and the first and last sentences of the ninth paragraph, each under such caption.

Indemnification by the Initial Purchasers. Each Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Issuer, the Company and the GuarantorsGuarantor, their respective officers and directors and each person, if any, who controls the Issuer or the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 6, as incurred, but only with respect to any losses, liabilities, claims, damages or expenses arising out of or based upon any untrue statements or omissions, or alleged untrue statements or omissions, made in the Preliminary Offering Memorandum, any Issuer Free Writing Document or the Offering Memorandum (or any amendment or supplement to any of the foregoing) in reliance upon and in conformity with information furnished in writing to the Issuer, the Company or any the Guarantor by or on behalf of such Initial Purchaser through the Representatives expressly for use therein. The Issuer, the Company and the Guarantors Guarantor hereby acknowledge and agree that the information furnished to the Issuer, the Company and the Guarantors Guarantor by the Initial Purchasers through the Representatives expressly for use in the Preliminary Offering Memorandum, 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: the information appearing in the third paragraph, the fourth and fifth sentences of the seventh paragraph and the first and last sixth sentences of the ninth paragraph, each under such caption.

Indemnification by the Initial Purchasers. Each Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Issuer, the Company Issuers and the Guarantors, their respective officers and officers, directors and each person, if any, who controls the Issuer or the Company Issuers within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 6, as incurred, but only with respect to any losses, liabilities, claims, damages or expenses arising out of or based upon any untrue statements or omissions, or alleged untrue statements or omissions, made included in the Preliminary Offering Memorandum, any Issuer Free Writing Document or the Offering Memorandum (or any amendment or supplement to any of the foregoing) ), in reliance upon and in conformity with written information relating to such Initial Purchaser furnished in writing to the Issuer, the Company Issuers or any Guarantor by or on behalf of such Initial Purchaser through the Representatives expressly for use therein. The Issuer, the Company Issuers and the Guarantors hereby acknowledge and agree that the information furnished to the Issuer, the Company Issuers and the Guarantors any Guarantor by the Initial Purchasers through the Representatives expressly for use in the Preliminary Offering Memorandum, 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 in the Preliminary Offering Memorandum and the Offering Memorandum appearing under the caption “Plan of Distribution—Stabilization and Short Positions” in the Preliminary Offering Memorandum and the Offering Memorandum: information regarding market making by the information Initial Purchasers appearing in the third paragraph, first paragraph under the fourth caption “Plan of Distribution—Rule 144A and fifth sentences of the seventh paragraph and the first and last sentences of the ninth paragraph, each under such caption.Regulation S.”

Indemnification by the Initial Purchasers. Each Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Issuer, the Company and the GuarantorsMemorial Parties, their respective officers and directors and each person, if any, who controls the Issuer or the Company Partnership within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 6, as incurred, but only with respect to any losses, liabilities, claims, damages or expenses arising out of or based upon any untrue statements or omissions, or alleged untrue statements or omissions, made in the Preliminary Offering Memorandum, any Issuer Free Writing Document or the Offering Memorandum (or any amendment or supplement to any of the foregoing) ), in reliance upon and in conformity with written information furnished in writing to the Issuer, the Company or any Guarantor Memorial Party by or on behalf of such any Initial Purchaser through the Representatives Representative expressly for use therein. The Issuer, the Company and the Guarantors Memorial Parties hereby acknowledge and agree that the information furnished to any of the Issuer, the Company and the Guarantors Memorial Parties by the Initial Purchasers through the Representatives Representative expressly for use in the Preliminary Offering MemorandumGeneral 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 the table in the first paragraph under such caption, (ii) the statement set forth in the first sentence of the third paragraph under such caption, (iii) the statements set forth in the second sentence of the fourth paragraph under such caption, (iv) the information regarding stabilization, syndicate covering transaction and penalty bids appearing in the third paragraphninth paragraph under such caption (but only insofar as such information concerns the Initial Purchasers), (v) the fourth information regarding market making by the Initial Purchasers appearing in the eighth paragraph under such caption and fifth sentences of (vi) the seventh information regarding hedging practices appearing in the twelfth paragraph and the first and last sentences of the ninth paragraph, each under such caption.

Indemnification by the Initial Purchasers. Each Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Issuer, the Company and the Guarantors, their respective officers and directors and each person, if any, who controls the Issuer or the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 6, as incurred, but only with respect to any losses, liabilities, claims, damages or expenses arising out of or based upon any untrue statements or omissions, or alleged untrue statements or omissions, made in the Preliminary Offering Memorandum, any Issuer Free Writing Document or the Offering Memorandum (or any amendment or supplement to any of the foregoing) in reliance upon and in conformity with written information furnished in writing to the Issuer, the Company or any Guarantor by or on behalf of such Initial Purchaser through the Representatives expressly for use therein. The Issuer, the Company and the Guarantors hereby acknowledge and agree that the information furnished to the Issuer, the Company and the Guarantors by the Initial Purchasers through the Representatives expressly for use in the Preliminary Offering Memorandum, 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: the information appearing in the third paragraph, the fourth and fifth sentences of the seventh paragraph and the first and last sentences of the ninth paragraph, each under such caption.

Indemnification by the Initial Purchasers. Each Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the IssuerCompany, the Company its directors, its officers and the Guarantorseach Joint Lead Manager, their respective affiliates, directors and officers and directors and each person, if any, who controls the Issuer Company or the Company such Joint Lead Manager within the meaning of Section 15 of the 1933 Securities Act or Section 20 of the 1934 Exchange Act against any and all loss, liability, claim, damage and expense described in to the same extent as the indemnity contained set forth in subsection paragraph (a) of this Section 6, as incurredabove, but only with respect to any losses, liabilities, claims, damages or expenses arising liabilities that arise out of of, or are based upon upon, any untrue statements statement or omissions, omission or alleged untrue statements statement or omissions, omission made in the Preliminary Offering Memorandum, any Issuer Free Writing Document or the Offering Memorandum (or any amendment or supplement to any of the foregoing) in reliance upon and in conformity with any information furnished in writing relating to the Issuer, the Company or any Guarantor by or on behalf of such Initial Purchaser through the Representatives expressly for use therein. The Issuer, the Company and the Guarantors hereby acknowledge and agree that the information furnished to the Issuer, the Company and the Guarantors in writing by the such Initial Purchasers Purchaser through the Representatives expressly for use in the Preliminary Offering Memorandum, any of the other Time of Sale Information, any Issuer Free Writing Document Written Communication or the Offering Memorandum (or any amendment or supplement to any of the foregoingthereto), it being understood and agreed upon that the only such information furnished by any Initial Purchaser consists exclusively of the following information appearing under in the caption section entitled “Plan of Distribution” in the Preliminary Offering Memorandum and the Offering Memorandumfurnished on behalf of each Initial Purchaser: the information appearing in second paragraph under the third paragraph, caption “New issue of notes,” the fourth and fifth sentences in the third paragraph under the caption “New issue of notes,” the seventh first paragraph under the caption “Price stabilization and short positions” and the second sentence in the first and last sentences of paragraph under the ninth paragraph, each under such captioncaption “Other relationships.”

Indemnification by the Initial Purchasers. Each Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Issuer, the Company and the Guarantors, their respective officers and directors and each person, if any, who controls the Issuer Company or the Company any Guarantor within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 6, as incurred, but only with respect to any losses, liabilities, claims, damages or expenses arising out of or based upon any untrue statements or omissions, or alleged untrue statements or omissions, made in the Preliminary Offering Memorandum, any Issuer Free Writing Document Document, the General Disclosure Package or the Offering Memorandum (or any amendment or supplement to any of the foregoing) ), in reliance upon and in conformity with written information relating to such Initial Purchaser furnished in writing to the Issuer, the Company or any Guarantor by or on behalf of such Initial Purchaser through the Representatives Representative expressly for use therein. The Issuer, the Company and the Guarantors hereby acknowledge and agree that the information furnished to the Issuer, the Company and the Guarantors any Guarantor by the Initial Purchasers through the Representatives Representative expressly for use in the Preliminary Offering Memorandum, 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 information regarding stabilization, syndicate covering transactions and penalty bids appearing in the third paragraph, ninth paragraph under such caption (but only insofar as such information concerns the fourth Initial Purchasers) and fifth sentences of (ii) the information regarding market making by the Initial Purchasers appearing in the seventh paragraph and the first and last sentences of the ninth paragraph, each under such caption.