Common use of Indemnification by the Issuer and the Guarantor Clause in Contracts

Indemnification by the Issuer and the Guarantor. The Issuer and the Guarantor, jointly and severally, will indemnify and hold harmless each of the holders of Registrable Securities included in an Exchange Registration Statement, each of the Electing Holders of Registrable Securities included in a Shelf Registration Statement and each person who participates as a placement or sales agent or as an underwriter in any offering or sale of such Registrable Securities against any losses, claims, damages or liabilities, joint or several, to which such holder, agent or underwriter may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Exchange Registration Statement or Shelf Registration Statement, as the case may be, under which such Registrable Securities were registered under the Securities Act, or any preliminary, final or summary prospectus contained therein or furnished by the Issuer or the Guarantor to any such holder, Electing Holder, agent or underwriter, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and if the Purchaser selects a single law firm acceptable to the Issuer and the Guarantor (whose acceptance shall not be unreasonably withheld) to represent such holder, such Electing Holder, such agent and such underwriter in connection with investigating or defending any such action or claim, the Issuer and the Guarantor will reimburse such holder, such Electing Holder, such agent and such underwriter for any legal or other expenses reasonably incurred; provided, however, that neither the Issuer nor the Guarantor shall be liable to any such person in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary, final or summary prospectus, or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Issuer by such person expressly for use therein.

Indemnification by the Issuer and the Guarantor. The Issuer and the Guarantor, jointly and severally, will indemnify and hold harmless each of the holders of Registrable Securities included in an Exchange Registration Statement, each of the Electing Holders of Registrable Securities included in a Shelf Registration Statement and each person who participates as a placement or sales agent or as an underwriter in any offering or sale of such Registrable Securities against any losses, claims, damages or liabilities, joint or several, to which such holder, agent or underwriter may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an (1) any untrue statement or alleged untrue statement of a material fact contained in any Exchange Registration Statement or Shelf Registration Statement, as the case may be, under which such Registrable Securities were registered under the Securities Act, or any alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or (2) any untrue statement or alleged untrue statement of a material fact contained in (i) any preliminary, final or summary prospectus contained therein in any Exchange Registration Statement or Shelf Registration Statement or furnished by the Issuer or the Guarantor to any such holder, Electing Holder, agent or underwriter, (ii) any Free Writing Prospectus, or any amendment or supplement thereto, or arise out of (iii) any issuer information filed or are based upon required to be filed pursuant to Rule 433(d) under the omission Securities Act (“Issuer Information”) or any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and if the Purchaser selects a single law firm acceptable to the Issuer and the Guarantor (whose acceptance shall not be unreasonably withheld) to represent such holder, such Electing Holder, such agent and such underwriter in connection with investigating or defending any such action or claim, the Issuer and the Guarantor will reimburse such holder, such Electing Holder, such agent and such underwriter for any legal or other expenses reasonably incurred; provided, however, that neither the Issuer nor the Guarantor shall be liable to any such person in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statementExchange Registration Statement, or Shelf Registration Statement, preliminary, final or summary prospectus, or Free Writing Prospectus, including any amendment or supplement thereto, or any Issuer Information, in reliance upon and in conformity with written information furnished to the Issuer by such person expressly for use therein.

Indemnification by the Issuer and the Guarantor. The Issuer and the Guarantor, jointly and severally, will indemnify and hold harmless each of the holders of Registrable Securities included in an Exchange Registration Statementa registration statement filed pursuant to Section 2(a) or 2(b) hereof, each of the Electing Holders of Registrable Securities included in a Shelf Registration Statement and each person who participates as a placement or sales agent or as an underwriter in any offering or sale of such Registrable Securities against any losses, claims, damages or liabilities, joint or several, to which such holder, agent or underwriter may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Exchange Registration Statement or Shelf Registration Statement, as the case may be, registration statement under which such Registrable Securities were registered under the Securities Act, or any preliminary, final or summary prospectus contained therein or furnished by the Issuer or the Guarantor to any such holder, Electing Holder, agent or underwriter, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and if the Purchaser selects a single law firm acceptable to the Issuer and the Guarantor (whose acceptance shall not be unreasonably withheld) to represent such holder, such Electing Holder, such agent and such underwriter in connection with investigating or defending any such action or claim, the Issuer and the Guarantor will reimburse such holder, such Electing Holder, such agent and such underwriter for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that neither the Issuer nor and the Guarantor shall not be liable to any such person in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary, final or summary prospectus, or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Issuer or the Guarantor by such person or on behalf of holders of Registrable Securities expressly for use therein.;

Indemnification by the Issuer and the Guarantor. The Issuer and the Guarantor, jointly and severally, will indemnify and hold harmless each of the holders of Registrable Securities included in an Exchange Registration Statement, each of the Electing Holders of Registrable Securities included in a Shelf Registration Statement and each person who participates as a placement or sales agent or as an underwriter in any offering or sale of such Registrable Securities against any losses, claims, damages or liabilities, joint or several, to which such holder, agent holder or underwriter may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Exchange Registration Statement or Shelf Registration Statement, as the case may be, under which such Registrable Securities were registered under the Securities Act, or any preliminary, final or summary prospectus contained therein or furnished by the Issuer or the Guarantor to any such holder, Electing Holder, agent Holder or underwriter, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein 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, not misleading, and if the Purchaser selects a single law firm acceptable to the Issuer and the Guarantor (whose acceptance shall not be unreasonably withheld) to represent will reimburse such holder, such Electing Holder, such agent Holder and such underwriter for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such action or claim, the Issuer and the Guarantor will reimburse claim as such holder, such Electing Holder, such agent and such underwriter for any legal or other expenses reasonably are incurred; provided, however, that (i) neither the Issuer nor the Guarantor shall be liable to any such person in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary, final or summary prospectus, or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Issuer or the Guarantor by such person expressly for use therein; and (ii) such indemnity shall not inure to the benefit of any holder, Electing Holder or underwriter from or through whom the person asserting such loss, claim, damage or liability purchased the Securities which are the subject thereof if such loss, claim, damage or liability results from the fact that such person was not sent or given by such holder, Electing Holder or underwriter at or prior to the confirmation of the sale of the Securities a copy of the preliminary, final or summary prospectus, as amended or supplemented at the time of sale, and the untrue statement or omission of a material fact contained in the preliminary, final or summary prospectus, as amended or supplemented, was corrected in the preliminary, final or summary prospectus, as amended or supplemented at the time of sale, and sufficient copies of the preliminary, final or summary prospectus, as so amended or supplemented at the time of sale, were supplied to each holder, Electing Holder or underwriter sufficiently in advance of the date of such confirmation to permit delivery thereof to such person prior to such confirmation.

Indemnification by the Issuer and the Guarantor. The Issuer and the Guarantor, jointly and severally, will indemnify and hold harmless each of the holders of Registrable Securities included in an Exchange Registration Statement, each of the Electing Holders of Registrable Securities included in a Shelf Registration Statement and each person who participates as a placement or sales agent or as an underwriter in any offering or sale of such Registrable Securities against any losses, claims, damages or liabilities, joint or several, to which such holder, agent or underwriter may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an (1) any untrue statement or alleged untrue statement of a material fact contained in any Exchange Registration Statement or Shelf Registration Statement, as the case may be, under which such Registrable Securities were registered under the Securities Act, or any alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or (2) any untrue statement or alleged untrue statement of a material fact contained in (i) any preliminary, final or summary prospectus contained therein in any Exchange Registration Statement or Shelf Registration Statement or furnished by the Issuer or the Guarantor to any such holder, Electing Holder, agent or underwriter, (ii) any Free Writing Prospectus, or any amendment or supplement thereto, or arise out of (iii) any issuer information filed or are based upon required to be filed pursuant to Rule 433(d) under the omission Securities Act (“Issuer Information”) or any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and if the Purchaser selects Purchasers select a single law firm acceptable to the Issuer and the Guarantor (whose acceptance shall not be unreasonably withheld) to represent such holder, such Electing Holder, such agent and such underwriter in connection with investigating or defending any such action or claim, the Issuer and the Guarantor will reimburse such holder, such Electing Holder, such agent and such underwriter for any legal or other expenses reasonably incurred; provided, however, that neither the Issuer nor the Guarantor shall be liable to any such person in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statementExchange Registration Statement, or Shelf Registration Statement, preliminary, final or summary prospectus, or Free Writing Prospectus, including any amendment or supplement thereto, or any Issuer Information, in reliance upon and in conformity with written information furnished to the Issuer by such person expressly for use therein.

Indemnification by the Issuer and the Guarantor. The Issuer and the Guarantor, jointly and severally, will indemnify and hold harmless each of the holders of Registrable Securities included in an Exchange Registration Statement, each of the Electing Holders of Registrable Securities included in a Shelf Registration Statement and each person who participates as a placement or sales agent or as an underwriter in any offering or sale of such Registrable Securities against any losses, claims, damages or liabilities, joint or several, to which such holder, agent or underwriter may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an (1) any untrue statement or alleged untrue statement of a material fact contained in any Exchange Registration Statement or Shelf Registration Statement, as the case may be, under which such Registrable Securities were registered under the Securities Act, or any alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or (2) any untrue statement or alleged untrue statement of a material fact contained in (i) any preliminary, final or summary prospectus contained therein in any Exchange Registration Statement or Shelf Registration Statement or furnished by the Issuer or the Guarantor to any such holder, Electing Holder, agent or underwriter, (ii) any Free Writing Prospectus, or any amendment or supplement thereto, or arise out of (iii) any issuer information filed or are based upon required to be filed pursuant to Rule 433(d) under the omission Securities Act (“Issuer Information”) or any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and if the Purchaser selects a single law firm acceptable to the Issuer and the Guarantor (whose acceptance shall not be unreasonably withheld) to represent such holder, such Electing Holder, such agent and such underwriter in connection with investigating or defending any such action or claim, the Issuer and the Guarantor will reimburse such holder, such Electing Holder, such agent and such underwriter for any legal or other expenses reasonably incurred; provided, however, that neither the Issuer nor the Guarantor shall be liable to any such person in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statementExchange Registration Statement, or Shelf Registration Statement, preliminary, final or summary prospectus, or Free Writing Prospectus, including any amendment or supplement thereto, or any Issuer Information, in reliance upon and in conformity with written information furnished to the Issuer by such person expressly for use therein.