Common use of Indemnification for Reserved Securities Clause in Contracts

Indemnification for Reserved Securities. In addition to and without limitation to the obligations of the Partnership Entities to indemnify each Underwriter, affiliates of any Underwriter who have, or are alleged to have, participated in the distribution of Securities as underwriters, and their officers, directors, employees and agents, and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act pursuant to the other provisions of this Section 6, the Partnership Entities agree to indemnify and hold harmless each Underwriter, affiliates of any Underwriter who have, or are alleged to have, participated in the distribution of Securities as underwriters, and their officers, directors, employees and agents, and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, (A) arising out of the violation of any applicable laws, rules or regulations of any foreign jurisdictions where Reserved Securities have been or are offered or sold, (B) arising out of any untrue statement or alleged untrue statement of a material fact contained in any prospectus “wrapper” or other material prepared by or with the consent of the Partnership for delivery or distribution to Reserved Securities Offerees or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, (C) arising out of the failure of any Reserved Security Offeree to pay for or accept delivery of the Reserved Securities which such Reserved Security Offeree agreed (orally or in writing, including, without limitation, by email, by notice of acceptance given by means of a website or by any other form of electronic communication) to purchase, or (D) otherwise arising out of or in connection with the offering or sale of the Reserved Securities; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any matter referred to in (i) above; provided that (subject to Section 6(d) above) any such settlement is effected with the written consent of the Partnership; and (iii) against any and all expense whatsoever (including the fees and disbursements of counsel chosen by Xxxxx Fargo), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any matter referred to in (i) above, to the extent that any such expense is not paid under (i) or (ii) above.

Indemnification for Reserved Securities. In addition to connection with the offer and without limitation to the obligations sale of the Partnership Entities Reserved Securities, the Company agrees to indemnify each Underwriterand hold harmless the Underwriters, affiliates of any Underwriter who have, or are alleged to have, participated in the distribution of Securities as underwriters, their Affiliates and their officers, directors, employees and agents, selling agents and each person, if any, who controls any Underwriter within the meaning of either Section 15 of the 1933 Act or Section 20 of the 1934 Act pursuant to the other provisions of this Section 6Act, the Partnership Entities agree to indemnify from and hold harmless each Underwriter, affiliates of any Underwriter who have, or are alleged to have, participated in the distribution of Securities as underwriters, and their officers, directors, employees and agents, and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever(including, without limitation, any legal or other expenses reasonably incurred in connection with defending, investigating or settling any such action or claim), as incurred, (Ai) arising out of the violation of any applicable laws, rules laws or regulations of any foreign jurisdictions where Reserved Securities have been or are offered or soldoffered, (Bii) arising out of any untrue statement or alleged untrue statement of a material fact contained in any prospectus “wrapper” or other material prepared by or with the consent of the Partnership Company for delivery or distribution to Invitees in connection with the offering of the Reserved Securities Offerees or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, (C) arising out of the failure of any Reserved Security Offeree to pay for or accept delivery of the Reserved Securities which such Reserved Security Offeree agreed (orally or in writinghowever, including, without limitation, by email, by notice of acceptance given by means of a website or by any other form of electronic communication) to purchase, or (D) otherwise arising out of or in connection with the offering or sale of the Reserved Securities; that no indemnification shall be available under this subsection (ii) against for any and all loss, liability, claim, damage and or expense whatsoever, as incurred, to the extent arising out of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any matter referred untrue statement or omission or alleged untrue statement or omission in any material prepared by or with the consent of the Company for distribution to Invitees in connection with the offering of the Reserved Securities in reliance upon and in conformity with written information furnished by the Underwriters or any of its affiliates expressly for use therein, (iiii) abovecaused by the failure of any Invitee to pay for and accept delivery of Reserved Securities which have been orally confirmed for purchase by any Invitee by 11:59 P.M. (New York City time) on the date of this Agreement or (iv) related to, or arising out of or in connection with, the offering of the Reserved Securities; provided that (subject no indemnification shall be available under this section for any loss, liability, claim, damage or expense which shall have been finally judicially determined by a court of competent jurisdiction to Section 6(d) above) any such settlement is effected with have been caused primarily by the written consent gross negligence or willful misconduct of the Partnership; and (iii) against any and all expense whatsoever (including the fees and disbursements of counsel chosen by Xxxxx Fargo), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any matter referred to in (i) above, to the extent that any such expense is not paid under (i) or (ii) aboveUnderwriters.

Indemnification for Reserved Securities. In addition to connection with the offer and without limitation to the obligations sale of the Partnership Entities Reserved Securities, the Company agrees to indemnify each Underwriterand hold harmless the Underwriters, affiliates of any Underwriter who have, or are alleged to have, participated in the distribution of Securities as underwriters, their Affiliates (including Xxxxxxx Xxxxx) and their officers, directors, employees and agents, selling agents and each person, if any, who controls any Underwriter or Xxxxxxx Xxxxx within the meaning of either Section 15 of the 1933 Act or Section 20 of the 1934 Act pursuant to the other provisions of this Section 6Act, the Partnership Entities agree to indemnify from and hold harmless each Underwriter, affiliates of any Underwriter who have, or are alleged to have, participated in the distribution of Securities as underwriters, and their officers, directors, employees and agents, and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever(including, without limitation, any legal or other expenses reasonably incurred in connection with defending, investigating or settling any such action or claim), as incurred, (Ai) arising out of the violation of any applicable laws, rules laws or regulations of any foreign jurisdictions where Reserved Securities have been or are offered or soldoffered, (Bii) arising out of any untrue statement or alleged untrue statement of a material fact contained in any prospectus “wrapper” or other material prepared by or with the consent of the Partnership Company for delivery or distribution to Invitees in connection with the offering of the Reserved Securities Offerees or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, (C) arising out of the failure of any Reserved Security Offeree to pay for or accept delivery of the Reserved Securities which such Reserved Security Offeree agreed (orally or in writinghowever, including, without limitation, by email, by notice of acceptance given by means of a website or by any other form of electronic communication) to purchase, or (D) otherwise arising out of or in connection with the offering or sale of the Reserved Securities; that no indemnification shall be available under this clause (ii) against for any and all loss, liability, claim, damage and or expense whatsoever, as incurred, to the extent arising out of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any matter referred to untrue statement or omission or alleged untrue statement or omission in (i) above; provided that (subject to Section 6(d) above) any such settlement is effected material prepared by or with the written consent of the Partnership; and Company for distribution to Invitees in connection with the offering of the Reserved Securities in reliance upon and in conformity with written information furnished by the Underwriters or their affiliates expressly for use therein, (iii) against caused by the failure of any Invitee to pay for and all expense whatsoever accept delivery of Reserved Securities which have been orally confirmed for purchase by any Invitee by 11:59 P.M. (including New York City time) on the fees and disbursements date of counsel chosen by Xxxxx Fargo), reasonably incurred in investigating, preparing the Agreement or defending against any litigation(iv) related to, or any investigation arising out of or proceeding by any governmental agency or bodyin connection with, commenced or threatenedthe offering of the Reserved Securities, or of any claim whatsoever based upon any matter referred to in except that this clause (iiv) above, shall not apply to the extent that any such loss, liability, claim, damage or expense is not paid under (i) finally judicially determined to have resulted primarily from the bad faith, gross negligence or (ii) abovewillful misconduct of Xxxxxxx Xxxxx.

Indemnification for Reserved Securities. In addition to and without limitation to the obligations of the Partnership Entities to indemnify each Underwriter, affiliates of any Underwriter who have, or are alleged to have, participated in the distribution of Securities as underwriters, and their officers, directors, employees and agents, and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act pursuant to the other provisions of this Section 6, the Partnership Entities agree agrees to indemnify and hold harmless each Underwriter, affiliates of any Underwriter who have, or are alleged to have, participated in the distribution of Securities as underwriters, and their officers, directors, employees and agents, and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act as follows: (i1) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, (A) arising out of the violation of any applicable laws, rules or regulations of any foreign jurisdictions where Reserved Securities have been or are offered or sold, (B) arising out of any untrue statement or alleged untrue statement of a material fact contained in any prospectus “wrapper” or other material prepared by or with the consent of the Partnership Company for delivery or distribution to Reserved Securities Offerees or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, (C) arising out of the failure of any Reserved Security Offeree to pay for or accept delivery of the Reserved Securities which such Reserved Security Offeree agreed (orally or in writing, including, without limitation, by email, by notice of acceptance given by means of a website or by any other form of electronic communication) to purchase, or (D) otherwise arising out of or in connection with the offering or sale of the Reserved Securities; (ii2) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any matter referred to in (i1) above; provided that (subject to Section 6(d) above) any such settlement is effected with the written consent of the Partnership; and (iii3) against any and all expense whatsoever (including the fees and disbursements of counsel chosen by Xxxxx Fargo)Fargo Securities, reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any matter referred to in (i1) above, to the extent that any such expense is not paid under (i1) or (ii2) above.

Indemnification for Reserved Securities. In addition to connection with the offer and without limitation to the obligations sale of the Partnership Entities Reserved Securities, the Company agrees to indemnify each Underwriterand hold harmless the Underwriters, affiliates of any Underwriter who have, or are alleged to have, participated in the distribution of Securities as underwriters, their Affiliates and their officers, directors, employees and agents, selling agents and each person, if any, who controls any Underwriter within the meaning of either Section 15 of the 1933 Act or Section 20 of the 1934 Act pursuant to the other provisions of this Section 6Act, the Partnership Entities agree to indemnify from and hold harmless each Underwriter, affiliates of any Underwriter who have, or are alleged to have, participated in the distribution of Securities as underwriters, and their officers, directors, employees and agents, and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever(including, without limitation, any legal or other expenses reasonably incurred in connection with defending, investigating or settling any such action or claim), as incurred, (Ai) arising out of the violation of any applicable laws, rules laws or regulations of any foreign jurisdictions where Reserved Securities have been or are offered or soldoffered, (Bii) arising out of any untrue statement or alleged untrue statement of a material fact contained in any prospectus “wrapper” or other material prepared by or with the consent of the Partnership Company for delivery or distribution to Invitees in connection with the offering of the Reserved Securities Offerees or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, (Ciii) arising out of caused by the failure of any Reserved Security Offeree Invitee to pay for or and accept delivery of the Reserved Securities which such Reserved Security Offeree agreed (have been orally or in writing, including, without limitation, by email, by notice of acceptance given by means of a website or confirmed for purchase by any other form Invitee by 11:59 P.M. (New York City time) on the date of electronic communicationthe Agreement or (iv) to purchaserelated to, or (D) otherwise arising out of or in connection with with, the offering or sale of the Reserved Securities; (ii) against ; provided that no indemnification shall be available under this section for any and all loss, liability, claim, damage and or expense whatsoever, as incurred, which shall have been finally judicially determined by a court of competent jurisdiction to have been caused primarily by the extent gross negligence or willful misconduct of the aggregate amount paid in settlement of any litigation, Xxxxxxx Xxxxx or any investigation of its affiliates. The Company shall reimburse the Underwriters promptly upon demand for any legal or proceeding other expenses reasonably incurred by any governmental agency them in connection with investigating or body, commenced defending or threatened, or of any claim whatsoever based upon any matter referred preparing to in (i) above; provided that (subject to Section 6(d) above) defend against any such settlement is effected with the written consent of the Partnership; and (iii) against any and all loss, liability, claim, damage or expense whatsoever (including the fees and disbursements of counsel chosen by Xxxxx Fargo), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any matter referred to in (i) above, to the extent that any as such expense is not paid under (i) or (ii) aboveexpenses are incurred.

Indemnification for Reserved Securities. In addition to and without limitation to the obligations of the Partnership Entities Company and the Banks to indemnify each Underwriter, affiliates of any Underwriter who haveits Affiliates, or are alleged to haveits and its Affiliates’ respective selling agents, participated in the distribution of Securities as underwriters, and their officerspartners, directors, officers, employees and agents, agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act pursuant to the other provisions of this Section 6, the Partnership Entities Company and the Banks, jointly and severally, agree to indemnify and hold harmless each Underwriter, affiliates of any Underwriter who haveits Affiliates, or are alleged to haveits and its Affiliates’ respective selling agents, participated in the distribution of Securities as underwriters, and their officerspartners, directors, officers, employees and agents, agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act as followsto the extent and in the manner set forth below: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, (A) arising out of the any violation of any applicable laws, rules or regulations of any foreign jurisdictions jurisdiction where Reserved Securities have been or are offered or sold, (B) arising out of any untrue statement or alleged untrue statement of a material fact contained included in any supplement or prospectus “wrapper” or other wrapper material prepared by or distributed in connection with the consent reservation and sale of the Partnership for delivery or distribution to Reserved Securities Offerees to Invitees or any the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein therein, when considered in conjunction with any Issuer-Represented Free Writing Prospectus, any Issuer-Represented Limited Use Free Writing Prospectus, the Prospectus or any preliminary prospectus (or any amendment or supplement thereto), in light of the circumstances under which they were made, not misleading, (C) arising out of the failure of any Reserved Security Offeree Invitee to pay for or accept delivery of the Reserved Securities which such Reserved Security Offeree Invitee agreed (orally or in writing, including, without limitation, by email, by notice of acceptance given by means of a website or by any other form of electronic communication) to purchase, or (D) otherwise arising out of or in connection with the offering or sale of the Reserved Securities; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any matter referred to in (i) above; provided that (subject to Section 6(d) above) any such settlement is effected with the written consent of the PartnershipCompany; and (iii) against any and all expense whatsoever (including the fees and disbursements of counsel chosen by Xxxxx Fargo), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any matter referred to in (i) above, to the extent that any such expense is not paid under (i) or (ii) above.

Indemnification for Reserved Securities. In addition to connection with the offer and without limitation to the obligations sale of the Partnership Entities Reserved Securities, the Company agrees to indemnify each Underwriter, affiliates of any Underwriter who have, or are alleged to have, participated in the distribution of Securities as underwriters, and their officers, directors, employees and agents, hold harmless Xxxxxxx Xxxxx and each person, if any, who controls any Underwriter or Xxxxxxx Xxxxx within the meaning of either Section 15 of the 1933 Act or Section 20 of the 1934 Act pursuant to the other provisions of this Section 6Act, the Partnership Entities agree to indemnify from and hold harmless each Underwriter, affiliates of any Underwriter who have, or are alleged to have, participated in the distribution of Securities as underwriters, and their officers, directors, employees and agents, and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever(including, without limitation, any legal or other expenses reasonably incurred in connection with defending, investigating or settling any such action or claim), as incurred, (A) arising out of the violation of any applicable laws, rules or regulations of any foreign jurisdictions where Reserved Securities have been or are offered or sold, (Bi) arising out of any untrue statement or alleged untrue statement of a material fact contained in any prospectus “wrapper” or other material prepared by or with the consent of the Partnership Company for delivery or distribution to Invitees in connection with the offering of the Reserved Securities Offerees or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, (Cii) arising out of caused by the failure of any Reserved Security Offeree Invitee to pay for or and accept delivery of the Reserved Securities which such Reserved Security Offeree agreed (have been orally or in writing, including, without limitation, by email, by notice of acceptance given by means of a website or confirmed for purchase by any other form Invitee by 11:59 P.M. (New York City time) on the first business day after the date of electronic communicationthe Agreement or (iii) to purchaserelated to, or (D) otherwise arising out of or in connection with with, the offering or sale of the Reserved Securities; ; provided, however, that with respect to clauses (ii) against and (iii) above, the Company shall not be liable in any and all such case to the extent that any such loss, liability, claim, damage and or expense whatsoeveris finally judicially determined by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of Xxxxxxx Xxxxx or each person, as incurredif any, to who controls Xxxxxxx Xxxxx within the extent meaning of either Section 15 of the aggregate amount paid in settlement of any litigation, 1933 Act or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any matter referred to in (i) above; provided that (subject to Section 6(d) above) any such settlement is effected with the written consent 20 of the Partnership; and (iii) against any and all expense whatsoever (including the fees and disbursements of counsel chosen by Xxxxx Fargo), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any matter referred to in (i) above, to the extent that any such expense is not paid under (i) or (ii) above1934 Act.

Indemnification for Reserved Securities. In addition to connection with the offer and without limitation to the obligations sale of the Partnership Entities Reserved Securities, the Company agrees to indemnify each Underwriterand hold harmless UBS-FinSvc and the Underwriters, affiliates of any Underwriter who havetheir partners, or are alleged to have, participated in the distribution of Securities as underwriters, Affiliates and their officers, directors, employees and agents, selling agents and each person, if any, who controls UBS-FinSvc or any Underwriter within the meaning of either Section 15 of the 1933 Act or Section 20 of the 1934 Act pursuant to the other provisions of this Section 6Act, the Partnership Entities agree to indemnify from and hold harmless each Underwriter, affiliates of any Underwriter who have, or are alleged to have, participated in the distribution of Securities as underwriters, and their officers, directors, employees and agents, and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever(including, without limitation, any legal or other expenses reasonably incurred in connection with defending, investigating or settling any such action or claim), as incurred, (Ai) arising out of the violation of any applicable laws, rules laws or regulations of any foreign jurisdictions where Reserved Securities have been or are offered or soldoffered, (Bii) arising out of any untrue statement or alleged untrue statement of a material fact contained in any prospectus “wrapper” wrapper or other material prepared by or with the consent of the Partnership Company for delivery or distribution to Invitees in connection with the offering of the Reserved Securities Offerees or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, (Ciii) arising out of caused by the failure of any Reserved Security Offeree Invitee to pay for or and accept delivery of the Reserved Securities which such Reserved Security Offeree agreed (have been orally or in writing, including, without limitation, by email, by notice of acceptance given by means of a website or confirmed for purchase by any other form Invitee by 9:00 A.M. (New York City time) on the first business day after the date of electronic communicationthe Agreement or (iv) to purchaserelated to, or (D) otherwise arising out of or in connection with with, the offering or sale of the Reserved Securities; ; provided, however, that the Company shall not be responsible to UBS-FinSvc or an Underwriter, and their respective partners, Affiliates or selling agents and each person, if any, who controls UBS-FinSvc or such Underwriter within the meaning of either Section 15 of the 1933 Act or Section 20 of the 1934 Act under this clause (iiiv) against for any and all loss, liabilitydamage, claimexpense, damage and expense whatsoeverliability or claim that is finally judicially determined to have resulted from the gross negligence or willful misconduct of UBS-FinSvc or such Underwriter, as incurredapplicable, to in conducting the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any matter referred to in (i) above; provided that (subject to Section 6(d) above) any such settlement is effected with the written consent of the Partnership; and (iii) against any and all expense whatsoever (including the fees and disbursements of counsel chosen by Xxxxx Fargo), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any matter referred to in (i) above, to the extent that any such expense is not paid under (i) or (ii) aboveDirected Share Program.

Indemnification for Reserved Securities. In addition to connection with the offer and without limitation to the obligations sale of the Partnership Entities Reserved Securities, the Company agrees to indemnify each Underwriterand hold harmless the Underwriters, affiliates of any Underwriter who have, or are alleged to have, participated in the distribution of Securities as underwriters, their Affiliates and their officers, directors, employees and agents, selling agents and each person, if any, who controls any Underwriter within the meaning of either Section 15 of the 1933 Act or Section 20 of the 1934 Act pursuant to the other provisions of this Section 6Act, the Partnership Entities agree to indemnify from and hold harmless each Underwriter, affiliates of any Underwriter who have, or are alleged to have, participated in the distribution of Securities as underwriters, and their officers, directors, employees and agents, and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever(including, without limitation, any legal or other expenses reasonably incurred in connection with defending, investigating or settling any such action or claim), as incurred, (Ai) arising out of the violation of any applicable laws, rules laws or regulations of any foreign jurisdictions where Reserved Securities have been or are offered or soldoffered, (Bii) arising out of any untrue statement or alleged untrue statement of a material fact contained in any prospectus “wrapper” or other material prepared by or with the consent of the Partnership Company for delivery or distribution to Invitees in connection with the offering of the Reserved Securities Offerees or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, (Ciii) arising out of caused by the failure of any Reserved Security Offeree Invitee to pay for or and accept delivery of the Reserved Securities which such Reserved Security Offeree agreed (have been orally or in writing, including, without limitation, by email, by notice of acceptance given by means of a website or confirmed for purchase by any other form Invitee by 11:59 P.M. (New York City time) on the date of electronic communicationthis Agreement or (iv) to purchaserelated to, or (D) otherwise arising out of or in connection with with, the offering or sale of the Reserved Securities; ; provided that the Company shall not be responsible under this clause (iiiv) against for any and all loss, liability, claim, damage or expense which shall have been finally determined by a court of competent jurisdiction to have been caused by the gross negligence or willful misconduct of the indemnified party in conducting the offering of the Reserved Securities; and provided further that no indemnification shall be available under this Section 6(e) for any loss, liability, claim, damage or expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement arising out of any litigation, untrue statement or omission or alleged untrue statement or omission contained in any investigation other material prepared by or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any matter referred to in (i) above; provided that (subject to Section 6(d) above) any such settlement is effected with the written consent of the Partnership; and (iii) against any and all expense whatsoever (including Company for distribution to Invitees in connection with the fees and disbursements offering of counsel chosen by Xxxxx Fargo), reasonably incurred the Reserved Securities in investigating, preparing reliance upon or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any matter referred to in (i) above, to conformity with the extent that any such expense is not paid under (i) or (ii) aboveUnderwriter Information.

Indemnification for Reserved Securities. In addition to connection with the offer and without limitation to the obligations sale of the Partnership Entities Reserved Securities, the Company agrees to indemnify each Underwriterand hold harmless Xxxxxxx Xxxxx, affiliates of any Underwriter who have, or are alleged to have, participated in the distribution of Securities as underwriters, its Affiliates and their officers, directors, employees and agents, selling agents and each person, if any, who controls any Underwriter of the foregoing (collectively, the “Xxxxxxx Xxxxx Parties”) within the meaning of either Section 15 of the 1933 Act or Section 20 of the 1934 Act pursuant to the other provisions of this Section 6Act, the Partnership Entities agree to indemnify from and hold harmless each Underwriter, affiliates of any Underwriter who have, or are alleged to have, participated in the distribution of Securities as underwriters, and their officers, directors, employees and agents, and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever(including, without limitation, any legal or other expenses reasonably incurred in connection with defending, investigating or settling any such action or claim), as incurred, (Ai) arising out of the violation of any applicable laws, rules laws or regulations of any foreign jurisdictions where Reserved Securities have been or are offered or soldoffered, (Bii) arising out of any untrue statement or alleged untrue statement of a material fact contained in any prospectus “wrapper” or other material prepared by or with the consent of the Partnership Company for delivery or distribution to Invitees in connection with the offering of the Reserved Securities Offerees or caused by any 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, (Ciii) arising out of caused by the failure of any Reserved Security Offeree Invitee to pay for or and accept delivery of the Reserved Securities which have been orally confirmed for purchase by such Reserved Security Offeree agreed Invitee by 11:59 P.M. (orally New York City time) on the date of this Agreement or in writing, including, without limitation, by email, by notice of acceptance given by means of a website or by any other form of electronic communication(iv) to purchaserelated to, or (D) otherwise arising out of or in connection with with, the offering or sale of the Reserved Securities; (ii) against ; provided that no indemnification shall be available under this section for any and all loss, liability, claim, damage and or expense whatsoever, as incurred, (A) to the extent of the aggregate amount paid in settlement arising out of any litigation, untrue statement or omission or alleged untrue statement or omission contained in any investigation other material prepared by or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any matter referred to in (i) above; provided that (subject to Section 6(d) above) any such settlement is effected with the written consent of the Partnership; and Company for distribution to Invitees in connection with the offering of the Reserved Securities in reliance upon and in conformity with the Underwriter Information or (iiiB) against any and all expense whatsoever (including which shall have been finally judicially determined by a court of competent jurisdiction to have been caused by the fees and disbursements of counsel chosen by Xxxxx Fargo), reasonably incurred in investigating, preparing gross negligence or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or willful misconduct of any claim whatsoever based upon any matter referred to in (i) above, to the extent that any such expense is not paid under (i) or (ii) aboveXxxxxxx Xxxxx Party.

Indemnification for Reserved Securities. In addition to connection with the offer and without limitation to the obligations sale of the Partnership Entities Reserved Securities, the Company agrees to indemnify each Underwriterand hold harmless Xxxxxxx Xxxxx, affiliates of any Underwriter who have, or are alleged to have, participated in the distribution of Securities as underwriters, its Affiliates and their officers, directors, employees and agents, selling agents and each person, if any, who controls any Underwriter Xxxxxxx Xxxxx within the meaning of either Section 15 of the 1933 Act or Section 20 of the 1934 Act pursuant to the other provisions of this Section 6Act, the Partnership Entities agree to indemnify from and hold harmless each Underwriter, affiliates of any Underwriter who have, or are alleged to have, participated in the distribution of Securities as underwriters, and their officers, directors, employees and agents, and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act as follows: (i) against any and all loss, liability, claim, damage and reasonably incurred and documented expense whatsoever(including, without limitation, any documented out-of-pocket legal or other expenses reasonably incurred in connection with defending, investigating or settling any such action or claim), as incurred, (Ai) arising out of the violation of any applicable laws, rules laws or regulations of any foreign jurisdictions where Reserved Securities have been or are offered or soldoffered, (Bii) arising out of any untrue statement or alleged untrue statement of a material fact contained in any prospectus “wrapper” or other material prepared by or with the consent of the Partnership Company for delivery or distribution to Invitees in connection with the offering of the Reserved Securities Offerees or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, (Ciii) arising out of caused by the failure of any Reserved Security Offeree Invitee to pay for or and accept delivery of the Reserved Securities which such Reserved Security Offeree agreed (have been orally or in writing, including, without limitation, by email, by notice of acceptance given by means of a website or confirmed for purchase by any other form Invitee by 11:59 P.M. (New York City time) on the date of electronic communicationthe Agreement or (iv) to purchaserelated to, or (D) otherwise arising out of or in connection with with, the offering or sale of the Reserved Securities; , other than losses, claims, damages or liabilities (iior expenses relating thereto) against any and all lossthat are finally judicially determined to have resulted from the bad faith or gross negligence of Xxxxxxx Xxxxx, liabilityits Affiliates or selling agents or each person, claimif any, damage and expense whatsoever, as incurred, to who controls Xxxxxxx Xxxxx within the extent meaning of either Section 15 of the aggregate amount paid in settlement of any litigation, 1933 Act or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any matter referred to in (i) above; provided that (subject to Section 6(d) above) any such settlement is effected with the written consent 20 of the Partnership; and (iii) against any and all expense whatsoever (including the fees and disbursements of counsel chosen by Xxxxx Fargo), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any matter referred to in (i) above, to the extent that any such expense is not paid under (i) or (ii) above1934 Act.

Indemnification for Reserved Securities. In addition to connection with the offer and without limitation to the obligations sale of the Partnership Entities Reserved Securities, the Company agrees to indemnify each Underwriterand hold harmless the Underwriters, affiliates of any Underwriter who have, or are alleged to have, participated in the distribution of Securities as underwriters, their Affiliates and their officers, directors, employees and agents, selling agents and each person, if any, who controls any Underwriter within the meaning of either Section 15 of the 1933 Act or Section 20 of the 1934 Act pursuant to the other provisions of this Section 6Act, the Partnership Entities agree to indemnify from and hold harmless each Underwriter, affiliates of any Underwriter who have, or are alleged to have, participated in the distribution of Securities as underwriters, and their officers, directors, employees and agents, and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever(including, without limitation, any reasonable legal or other expenses reasonably incurred in connection with defending, investigating or settling any such action or claim), as incurred, (Ai) arising out of the violation of any applicable laws, rules laws or regulations of any foreign jurisdictions where Reserved Securities have been or are offered or soldoffered, (Bii) arising out of any untrue statement or alleged untrue statement of a material fact contained in any prospectus “wrapper” or other material prepared by or with the consent of the Partnership Company for delivery or distribution to Invitees in connection with the offering of the Reserved Securities Offerees or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, (Ciii) arising out of caused by the failure of any Reserved Security Offeree Invitee to pay for or and accept delivery of the Reserved Securities which such Reserved Security Offeree agreed (have been orally or in writing, including, without limitation, by email, by notice of acceptance given by means of a website or confirmed for purchase by any other form Invitee by 9:00 A.M. (New York City time) on the first business day after the date of electronic communicationthe Agreement or (iv) to purchaserelated to, or (D) otherwise arising out of or in connection with with, the offering or sale of the Reserved Securities; (ii) against ; provided, however, that this indemnity agreement shall not apply to any and all loss, liability, claim, damage and or expense whatsoever, as incurred, to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including the Rule 430A Information, the General Disclosure Package, any preliminary prospectus, Issuer Free Writing Prospectus, Written Testing-the-Waters Communication, Marketing Materials or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Underwriter Information; provided further that no indemnification shall be available under this section for any loss, liability, claim, damage or expense which shall have been finally judicially determined by a court of competent jurisdiction to have been caused primarily by the gross negligence or willful misconduct of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any matter referred to in (i) above; provided that (subject to Section 6(d) above) any such settlement is effected with the written consent of the Partnership; and (iii) against any and all expense whatsoever (including the fees and disbursements of counsel chosen by Xxxxx Fargo), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any matter referred to in (i) above, to the extent that any such expense is not paid under (i) or (ii) aboveRepresentatives.

Indemnification for Reserved Securities. In addition to and without limitation to the obligations of the Partnership Entities Company to indemnify each Underwriter, affiliates of any Underwriter who have, or are alleged to have, participated in the distribution of Securities as underwriters, and their officers, directors, employees and agents, and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act pursuant to the other provisions of this Section 6, the Partnership Entities agree Company agrees to indemnify and hold harmless each Underwriter, affiliates of any Underwriter who have, or are alleged to have, participated in the distribution of Securities as underwriters, and their officers, directors, employees and agents, and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, (A) arising out of the violation of any applicable laws, rules or regulations of any foreign jurisdictions where Reserved Securities have been or are offered or sold, (B) arising out of any untrue statement or alleged untrue statement of a material fact contained in any prospectus “wrapper” or other material prepared by or with the consent of the Partnership Company for delivery or distribution to Reserved Securities Offerees or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, (C) arising out of the failure of any Reserved Security Offeree to pay for or accept delivery of the Reserved Securities which such Reserved Security Offeree agreed (orally or in writing, including, without limitation, by email, by notice of acceptance given by means of a website or by any other form of electronic communication) to purchase, or (D) otherwise arising out of or in connection with the offering or sale of the Reserved Securities; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any matter referred to in (i) above; provided that (subject to Section 6(d) above) any such settlement is effected with the written consent of the PartnershipCompany; and (iii) against any and all expense whatsoever whatsoever, as incurred (including the fees and disbursements of counsel chosen by Xxxxx Fargo)the Representatives, reasonably incurred incurred) in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any matter referred to in (i) above, to the extent that any such expense is not paid under (i) or (ii) above; provided, that this indemnity agreement shall not apply to any loss, liability, claim or expense which shall have been finally judicially determined by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of any Underwriter.

Indemnification for Reserved Securities. In addition to and without limitation to the obligations of the Partnership Entities Company to indemnify each Underwriter, affiliates of any Underwriter who have, or are alleged to have, participated in the distribution of Securities as underwriters, and their officers, directors, employees and agents, and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act pursuant to the other provisions of this Section 6, the Partnership Entities agree Company agrees to indemnify and hold harmless each Underwriter, affiliates of any Underwriter who have, or are alleged to have, participated in the distribution of Securities as underwriters, and their officers, directors, employees and agents, and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, (A) arising out of the violation of any applicable laws, rules or regulations of any foreign jurisdictions where Reserved Securities have been or are offered or sold, (B) arising out of any untrue statement or alleged untrue statement of a material fact contained in any prospectus “wrapper” or other material prepared by or with the consent of the Partnership Company for delivery or distribution to Reserved Securities Offerees or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, (C) arising out of the failure of any Reserved Security Offeree to pay for or accept delivery of the Reserved Securities which such Reserved Security Offeree agreed (orally or in writing, including, without limitation, by email, by notice of acceptance given by means of a website or by any other form of electronic communication) to purchase, or (D) otherwise arising out of or in connection with the offering or sale of the Reserved Securities; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any matter referred to in (i) above; provided that (subject to Section 6(d) above) any such settlement is effected with the written consent of the PartnershipCompany; and (iii) against any and all expense whatsoever whatsoever, as incurred (including the fees and disbursements of counsel chosen by Xxxxx Fargo)Stifel and Canaccord, reasonably incurred incurred) in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any matter referred to in (i) above, to the extent that any such expense is not paid under (i) or (ii) above; provided, that this indemnity agreement shall not apply to any loss, liability, claim or expense which shall have been finally judicially determined by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of any Underwriter.

Indemnification for Reserved Securities. In addition to and without limitation to the obligations of the Partnership Entities Company under Section 6(a), the Company agrees to indemnify each Underwriterand hold harmless Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, its affiliates within the meaning of any Underwriter Rule 405 under the 1933 Act who haveare involved in marketing or selling of Securities, or are alleged to have, participated in the distribution of Securities as underwriters, and its and their officers, directors, employees employees, partners and agents, members and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act pursuant to the other provisions of this Section 6Xxxxxxx Lynch, the Partnership Entities agree to indemnify and hold harmless each UnderwriterPierce, affiliates of any Underwriter who have, or are alleged to have, participated in the distribution of Securities as underwriters, and their officers, directors, employees and agents, and each person, if any, who controls any Underwriter Xxxxxx & Xxxxx Incorporated within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoeverclaim or damage, as incurred, (A) based upon or arising out of the violation of any applicable laws, rules or regulations of any foreign jurisdictions where Reserved Securities have been or are offered or sold, ; (B) based upon or arising out of any untrue statement or alleged untrue statement of a material fact contained in any prospectus “wrapper” or other material prepared by or with the consent of the Partnership Company for delivery or distribution to Reserved Securities Offerees Offerees, or any the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein therein, not misleading, ; (C) based upon or arising out of the failure of any Reserved Security Offeree to pay for or accept delivery of the Reserved Securities which have been orally confirmed for purchase by any Reserved Share Offeree by 11:59 P.M. (New York City time) on the first business day after the date of the Agreement or such Reserved Security Offeree agreed (orally or in writing, including, without limitation, by email, by notice of acceptance given by means of a website or by any other form of electronic communication) to purchase, ; or (D) otherwise based upon or arising out of or in connection with the offering or sale of the Reserved Securities; (ii) against any and all loss, liability, claim, damage and expense whatsoeverclaim or damage, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any matter referred to in (i) above; provided that (subject to Section 6(d6(e) abovehereof) any such settlement is effected with the written consent of the PartnershipCompany; and (iii) against any and all expense whatsoever (including the reasonable fees and disbursements of counsel chosen by Xxxxx Fargo), counsel) documented and reasonably incurred in investigating, preparing for or defending against any such loss, liability, claim, damage, litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any matter referred to in clause (i) above; provided, however, that the Company shall not be liable pursuant to clauses (i), (ii) or (iii) to the extent that any such loss, liability, claim, damage or expense is not paid under (i) finally judicially determined to have arisen out of the bad faith, gross negligence or (ii) abovewillful misconduct of Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated.

Indemnification for Reserved Securities. In addition to connection with the offer and without limitation to the obligations sale of the Partnership Entities Reserved Securities, the Company agrees to indemnify each Underwriterand hold harmless Xxxxxxx Xxxxx, affiliates of any Underwriter who have, or are alleged to have, participated in the distribution of Securities as underwriters, its Affiliates and their officers, directors, employees and agents, selling agents and each person, if any, who controls any Underwriter of the foregoing (collectively, the “Xxxxxxx Xxxxx Parties”) within the meaning of either Section 15 of the 1933 Securities Act or Section 20 of the 1934 Act pursuant to the other provisions of this Section 6Exchange Act, the Partnership Entities agree to indemnify from and hold harmless each Underwriter, affiliates of any Underwriter who have, or are alleged to have, participated in the distribution of Securities as underwriters, and their officers, directors, employees and agents, and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever(including, without limitation, any legal or other expenses reasonably incurred in connection with defending, investigating or settling any such action or claim), as incurred, (Ai) arising out of the violation of any applicable laws, rules laws or regulations of any foreign jurisdictions where Reserved Securities have been or are offered or soldoffered, (Bii) arising out of any untrue statement or alleged untrue statement of a material fact contained in any prospectus “wrapper” wrapper or other material prepared by or with the consent of the Partnership Company for delivery or distribution to Invitees in connection with the offering of the Reserved Securities Offerees or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, (Ciii) arising out of caused by the failure of any Reserved Security Offeree Invitee to pay for or and accept delivery of the Reserved Securities which such Reserved Security Offeree agreed (have been orally or in writing, including, without limitation, by email, by notice of acceptance given by means of a website or confirmed for purchase by any other form Invitee by 11:59 P.M. (New York City time) on the date of electronic communicationthis Agreement or (iv) to purchaserelated to, or (D) otherwise arising out of or in connection with with, the offering or sale of the Reserved Securities; ; provided that no indemnification shall be available under this section (iie) against for any and all loss, liability, claim, damage and or expense whatsoever, as incurred, which shall have been finally judicially determined by a court of competent jurisdiction to have been caused primarily by the extent gross negligence or willful misconduct of the aggregate amount paid Xxxxxxx Xxxxx Parties. The Company shall reimburse the Underwriters promptly upon demand for any legal or other expenses reasonably incurred by them in settlement of any litigation, connection with investigating or any investigation defending or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any matter referred preparing to in (i) above; provided that (subject to Section 6(d) above) defend against any such settlement is effected with the written consent of the Partnership; and (iii) against any and all loss, liability, claim, damage or expense whatsoever (including the fees and disbursements of counsel chosen by Xxxxx Fargo), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any matter referred to in (i) above, to the extent that any as such expense is not paid under (i) or (ii) aboveexpenses are incurred.

Indemnification for Reserved Securities. In addition to connection with the offer and without limitation to the obligations sale of the Partnership Entities Reserved Securities, the Company agrees to indemnify each Underwriterand hold harmless Xxxxxxx Xxxxx, affiliates of any Underwriter who have, or are alleged to have, participated its Affiliates engaged in the distribution of Securities as underwritersthe Reserved Securities, and their officers, directors, employees and agents, its Affiliated selling agents and each person, if any, who controls any Underwriter Xxxxxxx Xxxxx within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act pursuant to the other provisions of this Section 6(collectively, the Partnership Entities agree to indemnify and hold harmless each Underwriter, affiliates of any Underwriter who have, or are alleged to have, participated in the distribution of Securities as underwriters, and their officers, directors, employees and agents, and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act as follows: (i“Indemnified Parties”) against any and all loss, liability, claim, damage and expense whatsoever(including, without limitation, any and all expense (including the fees and disbursements of one firm of legal counsel and one firm of local counsel in each applicable jurisdiction, in each case chosen by Xxxxxxx Xxxxx reasonably satisfactory to the Company) reasonably incurred in connection with defending, investigating or settling any such action or claim), as incurred, (Ai) arising out of the violation of any applicable laws, rules laws or regulations of any foreign jurisdictions where Reserved Securities have been or are offered or soldoffered, (Bii) arising out of any untrue statement or alleged untrue statement of a material fact contained in any prospectus “wrapper” wrapper or other written material prepared by or with the consent approval of the Partnership Company for delivery or distribution to Invitees in connection with the offering of the Reserved Securities Offerees or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, (Ciii) arising out of caused by the failure of any Reserved Security Offeree Invitee to pay for or and accept delivery of the Reserved Securities which at the Closing Time if such Reserved Security Offeree agreed Securities have been orally confirmed for purchase by such Invitee by 8:00 A.M. (orally or in writing, including, without limitation, by email, by notice New York City time) on the first business day after the date of acceptance given by means of a website or by any other form of electronic communication) to purchasethis Agreement, or (Div) otherwise related to, or arising out of or in connection with with, the offering or sale of the Reserved Securities; (ii) against , provided that no indemnification shall be available under this section for any and all loss, liability, claim, damage and or expense whatsoever, as incurred, which shall have been finally judicially determined by a court of competent jurisdiction to have been caused primarily by the extent gross negligence or willful misconduct of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any matter referred to in (i) above; provided that (subject to Section 6(d) above) any such settlement is effected with the written consent of the Partnership; and (iii) against any and all expense whatsoever (including the fees and disbursements of counsel chosen by Xxxxx Fargo), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any matter referred to in (i) above, to the extent that any such expense is not paid under (i) or (ii) abovean Indemnified Party.

Indemnification for Reserved Securities. In addition to connection with the offer and without limitation to the obligations sale of the Partnership Entities Reserved Securities, the Company and the Adviser, jointly and severally, agree to indemnify each Underwriterand hold harmless the Underwriters, affiliates of any Underwriter who have, or are alleged to have, participated in the distribution of Securities as underwriters, their Affiliates and their officers, directors, employees and agents, selling agents and each person, if any, who controls any Underwriter within the meaning of either Section 15 of the 1933 Act or Section 20 of the 1934 Act pursuant to the other provisions of this Section 6Act, the Partnership Entities agree to indemnify from and hold harmless each Underwriter, affiliates of any Underwriter who have, or are alleged to have, participated in the distribution of Securities as underwriters, and their officers, directors, employees and agents, and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever(including, without limitation, any legal or other expenses reasonably incurred in connection with defending, investigating or settling any such action or claim), as incurred, (Ai) arising out of the violation of any applicable laws, rules laws or regulations of any foreign jurisdictions where Reserved Securities have been or are offered or sold, offered; (Bii) arising out of any untrue statement or alleged untrue statement of a material fact contained in any prospectus “wrapper” wrapper or other material prepared by or with the consent of the Partnership Company for delivery or distribution to the Adviser in connection with the offering of the Reserved Securities Offerees or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, ; (Ciii) arising out of caused by the failure of any Reserved Security Offeree the Adviser to pay for or and accept delivery of the Reserved Securities which such Reserved Security Offeree agreed have been orally confirmed for purchase by the Adviser by the end of the first business day after the date of the Agreement; or (orally or in writing, including, without limitation, by email, by notice of acceptance given by means of a website or by any other form of electronic communicationiv) to purchaserelated to, or (D) otherwise arising out of or in connection with with, the offering or sale of the Reserved Securities; ; provided, however, that (iiA) against this indemnity agreement shall not apply to any and all loss, liability, claim, damage and or expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement arising out of any litigation, untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through Xxxxxxx Xxxxx expressly for use in the Registration Statement (or any investigation amendment thereto), including the Rule 430A Information or proceeding by any governmental agency preliminary prospectus or bodythe Prospectus (or any amendment or supplement thereto) and (B) this indemnity agreement shall not apply, commenced with respect to any particular Underwriter, to any loss, liability, claim, damage or threatened, or expense to the extent arising out of any claim whatsoever based upon untrue statement or omission or alleged untrue statement or omission contained in any matter referred to in (i) above; provided that (subject to Section 6(d) above) any such settlement is effected with the written consent of the Partnership; and (iii) against any and all expense whatsoever (including the fees and disbursements of counsel chosen by Xxxxx Fargo), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any matter referred to in (i) above, preliminary prospectus to the extent that any the Company complied with its prospectus delivery requirements contained herein and the particular Underwriter was legally required to and failed to send or give a copy of the Prospectus, as then amended or supplemented, to the person alleging such expense is not paid under (i) defect and the untrue statement or (ii) abovealleged untrue statement of a material fact or omission or alleged omission to state a material fact in such preliminary prospectus was corrected in such Prospectus, as amended or supplemented.

Indemnification for Reserved Securities. In addition to connection with the offer and without limitation to the obligations sale of the Partnership Entities Reserved Securities, the Company agrees to indemnify each Underwriterand hold harmless Xxxxxxx Xxxxx, its affiliates of any Underwriter who have, or are alleged to have, participated in the distribution of Securities as underwriters, and their officers, directors, employees and agents, selling agents and each person, if any, who controls any Underwriter Xxxxxxx Xxxxx within the meaning of either Section 15 of the 1933 Act or Section 20 of the 1934 Act pursuant to the other provisions of this Section 6Act, the Partnership Entities agree to indemnify from and hold harmless each Underwriter, affiliates of any Underwriter who have, or are alleged to have, participated in the distribution of Securities as underwriters, and their officers, directors, employees and agents, and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever(including, without limitation, any legal or other expenses reasonably incurred in connection with defending, investigating or settling any such action or claim), as incurred, (Ai) arising out of the violation of any applicable laws, rules laws or regulations of any foreign jurisdictions where Reserved Securities have been or are offered or soldoffered, (Bii) arising out of any untrue statement or alleged untrue statement of a material fact contained in any prospectus “wrapper” or other material prepared by or with the consent of the Partnership Company for delivery or distribution to Invitees in connection with the offering of the Reserved Securities Offerees or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, (C) arising out of the failure of any Reserved Security Offeree to pay for or accept delivery of the Reserved Securities which such Reserved Security Offeree agreed (orally or in writinghowever, including, without limitation, by email, by notice of acceptance given by means of a website or by any other form of electronic communication) to purchase, or (D) otherwise arising out of or in connection with the offering or sale of the Reserved Securities; that no indemnification shall be available under this clause (ii) against for any and all loss, liability, claim, damage and or expense whatsoever, as incurred, to the extent arising out of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any matter referred to untrue statement or omission or alleged untrue statement or omission in (i) above; provided that (subject to Section 6(d) above) any such settlement is effected material prepared by or with the written consent of the Partnership; and Company for distribution to Invitees in connection with the offering of the Reserved Securities in reliance upon and in conformity with written information furnished by the Underwriters or their affiliates expressly for use therein, (iii) against caused by the failure of any Invitee to pay for and all expense whatsoever accept delivery of Reserved Securities which have been orally confirmed for purchase by any Invitee by 11:59 P.M. (including New York City time) on the fees and disbursements date of counsel chosen by Xxxxx Fargo), reasonably incurred in investigating, preparing this Agreement or defending against any litigation(iv) related to, or any investigation arising out of or proceeding by any governmental agency or bodyin connection with, commenced or threatenedthe offering of the Reserved Securities, or of any claim whatsoever based upon any matter referred to in except that this clause (iiv) above, shall not apply to the extent that any such loss, liability, claim, damage or expense is not paid under (i) finally judicially determined to have resulted primarily from the bad faith, gross negligence or (ii) abovewillful misconduct of any Underwriter.

Indemnification for Reserved Securities. In addition to connection with the offer and without limitation to the obligations sale of the Partnership Entities Reserved Securities, the Company agrees to indemnify each Underwriterand hold harmless Xxxxxxx Xxxxx, affiliates of any Underwriter who have, or are alleged to have, participated in the distribution of Securities as underwriters, its Affiliates and their officers, directors, employees and agents, selling agents and each person, if any, who controls any Underwriter Xxxxxxx Xxxxx within the meaning of either Section 15 of the 1933 Act or Section 20 of the 1934 Act pursuant to the other provisions of this Section 6Act, the Partnership Entities agree to indemnify from and hold harmless each Underwriter, affiliates of any Underwriter who have, or are alleged to have, participated in the distribution of Securities as underwriters, and their officers, directors, employees and agents, and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act as follows: (i) against any and all loss, liability, claim, damage and reasonably incurred and documented expense whatsoever(including, without limitation, any documented out-of-pocket legal or other expenses reasonably incurred in connection with defending, investigating or settling any such action or claim), as incurred, (Ai) arising out of the violation of any applicable laws, rules laws or regulations of any foreign jurisdictions where Reserved Securities have been or are offered or soldoffered, (Bii) arising out of any untrue statement or alleged untrue statement of a material fact contained in any prospectus “wrapper” or other material prepared by or with the consent of the Partnership Company for delivery or distribution to Invitees in connection with the offering of the Reserved Securities Offerees or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, (Ciii) arising out of caused by the failure of any Reserved Security Offeree Invitee to pay for or and accept delivery of the Reserved Securities which such Reserved Security Offeree agreed (have been orally or in writing, including, without limitation, by email, by notice of acceptance given by means of a website or confirmed for purchase by any other form Invitee by 11:59 P.M. (New York City time) on the date of electronic communicationthe Agreement or (iv) to purchaserelated to, or (D) otherwise arising out of or in connection with with, the offering or sale of the Reserved Securities; , other than losses, claims, damages or liabilities (iior expenses relating thereto) against any and all lossthat are finally judicially determined to have resulted from the bad faith or gross negligence of Xxxxxxx Xxxxx, liabilityits Affiliates or selling agents or each person, claimif any, damage and expense whatsoever, as incurred, to who controls Xxxxxxx Xxxxx within the extent meaning of either Section 15 of the aggregate amount paid in settlement of any litigation, 1933 Act or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any matter referred to in (i) above; provided that (subject to Section 6(d) above) any such settlement is effected with the written consent 20 of the Partnership; and (iii) against any and all expense whatsoever (including the fees and disbursements of counsel chosen by Xxxxx Fargo), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any matter referred to in (i) above, to the extent that any such expense is not paid under (i) or (ii) above1934 Act.

Indemnification for Reserved Securities. In addition to connection with the offer and without limitation to the obligations sale of the Partnership Entities Reserved Securities, the Company agrees to indemnify each Underwriterand hold harmless the Underwriters, affiliates of any Underwriter who have, or are alleged to have, participated in the distribution of Securities as underwriters, their Affiliates (including Xxxxxxx Xxxxx) and their officers, directors, employees and agents, selling agents and each person, if any, who controls any Underwriter or Xxxxxxx Xxxxx within the meaning of either Section 15 of the 1933 Act or Section 20 of the 1934 Act pursuant to the other provisions of this Section 6Act, the Partnership Entities agree to indemnify from and hold harmless each Underwriter, affiliates of any Underwriter who have, or are alleged to have, participated in the distribution of Securities as underwriters, and their officers, directors, employees and agents, and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever(including, without limitation, any reasonable legal or other expenses reasonably incurred in connection with defending, investigating or settling any such action or claim), as incurred, (Ai) arising out of the violation of any applicable laws, rules laws or regulations of any foreign jurisdictions where Reserved Securities have been or are offered or soldoffered, (Bii) arising out of any untrue statement or alleged untrue statement of a material fact contained in any prospectus “wrapper” or other material prepared by or with the consent of the Partnership Company for delivery or distribution to Invitees in connection with the offering of the Reserved Securities Offerees or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, (Ciii) arising out of caused by the failure of any Reserved Security Offeree Invitee to pay for or and accept delivery of the Reserved Securities which such Reserved Security Offeree agreed (have been orally or in writing, including, without limitation, by email, by notice of acceptance given by means of a website or confirmed for purchase by any other form Invitee by 9:00 A.M. (New York City time) on the first business day after the date of electronic communicationthe Agreement or (iv) to purchaserelated to, or (D) otherwise arising out of or in connection with with, the offering or sale of the Reserved Securities; (ii) against ; provided, however, that this indemnity agreement shall not apply to any and all loss, liability, claim, damage and or expense whatsoever, as incurred, to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including the Rule 430A Information, the General Disclosure Package, any preliminary prospectus, Issuer Free Writing Prospectus, Written Testing-the-Waters Communication, Marketing Materials or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Underwriter Information; provided further that no indemnification shall be available under this section for any loss, liability, claim, damage or expense which shall have been finally judicially determined by a court of competent jurisdiction to have been caused primarily by the gross negligence or willful misconduct of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any matter referred to in (i) above; provided that (subject to Section 6(d) above) any such settlement is effected with the written consent of the Partnership; and (iii) against any and all expense whatsoever (including the fees and disbursements of counsel chosen by Xxxxx Fargo), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any matter referred to in (i) above, to the extent that any such expense is not paid under (i) or (ii) aboveRepresentatives.

Indemnification for Reserved Securities. In addition to connection with the offer and without limitation to the obligations sale of the Partnership Entities Reserved Securities, the Company agrees to indemnify each Underwriterand hold harmless the Underwriters and Xxxxxxx Xxxxx, affiliates of any Underwriter who have, or are alleged to have, participated in the distribution of Securities as underwriters, their Affiliates and their officers, directors, employees and agents, selling agents and each person, if any, who controls any Underwriter or Xxxxxxx Xxxxx within the meaning of either Section 15 of the 1933 Act or Section 20 of the 1934 Act pursuant to the other provisions of this Section 6Act, the Partnership Entities agree to indemnify from and hold harmless each Underwriter, affiliates of any Underwriter who have, or are alleged to have, participated in the distribution of Securities as underwriters, and their officers, directors, employees and agents, and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever(including, without limitation, any legal or other expenses reasonably incurred in connection with defending, investigating or settling any such action or claim), as incurred, (Ai) arising out of the violation of any applicable laws, rules laws or regulations of any foreign jurisdictions where Reserved Securities have been or are offered or soldoffered, (Bii) arising out of any untrue statement or alleged untrue statement of a material fact contained in any prospectus “wrapper” or other material prepared by or with the consent of the Partnership Company for delivery or distribution to Invitees in connection with the offering of the Reserved Securities Offerees or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, (Ciii) arising out of caused by the failure of any Reserved Security Offeree Invitee to pay for or and accept delivery of the Reserved Securities which such Reserved Security Offeree agreed (have been orally or in writing, including, without limitation, by email, by notice of acceptance given by means of a website or confirmed for purchase by any other form Invitee by 11:59 P.M. (New York City time) on the date of electronic communicationthe Agreement or (iv) to purchaserelated to, or (D) otherwise arising out of or in connection with with, the offering or sale of the Reserved Securities; (ii) against ; provided that no indemnification shall be available under this section for any and all loss, liability, claim, damage and or expense whatsoever, as incurred, which shall have been finally judicially determined by a court of competent jurisdiction to have been caused primarily by the extent gross negligence or willful misconduct of the aggregate amount paid in settlement of any litigation, BofA or any investigation of its affiliates. The Company shall reimburse the Underwriters promptly upon demand for any legal or proceeding other expenses reasonably incurred by any governmental agency them in connection with investigating or body, commenced defending or threatened, or of any claim whatsoever based upon any matter referred preparing to in (i) above; provided that (subject to Section 6(d) above) defend against any such settlement is effected with the written consent of the Partnership; and (iii) against any and all loss, liability, claim, damage or expense whatsoever (including the fees and disbursements of counsel chosen by Xxxxx Fargo), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any matter referred to in (i) above, to the extent that any as such expense is not paid under (i) or (ii) aboveexpenses are incurred.

Indemnification for Reserved Securities. In addition to connection with the offer and without limitation to the obligations sale of the Partnership Entities Reserved Securities, the Company agrees to indemnify each Underwriterand hold harmless the Underwriters, affiliates of any Underwriter who have, or are alleged to have, participated in the distribution of Securities as underwriters, their Affiliates and their officers, directors, employees and agents, selling agents and each person, if any, who controls any Underwriter within the meaning of either Section 15 of the 1933 Act or Section 20 of the 1934 Act pursuant to the other provisions of this Section 6Act, the Partnership Entities agree to indemnify from and hold harmless each Underwriter, affiliates of any Underwriter who have, or are alleged to have, participated in the distribution of Securities as underwriters, and their officers, directors, employees and agents, and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever(including, without limitation, any legal or other expenses reasonably incurred in connection with defending, investigating or settling any such action or claim), as incurred, (Ai) arising out of the violation of any applicable laws, rules laws or regulations of any foreign jurisdictions where Reserved Securities have been or are offered or soldoffered, (Bii) arising out of any untrue statement or alleged untrue statement of a material fact contained in any prospectus “wrapper” or other material prepared by or with the consent of the Partnership Company for delivery or distribution to Invitees in connection with the offering of the Reserved Securities Offerees or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, (C) arising out of the failure of any Reserved Security Offeree to pay for or accept delivery of the Reserved Securities which such Reserved Security Offeree agreed (orally or in writingprovided, includinghowever, without limitation, by email, by notice of acceptance given by means of a website or by any other form of electronic communication) to purchase, or (D) otherwise arising out of or in connection with the offering or sale of the Reserved Securities; that no indemnification shall be available under this subsection (ii) against for any and all loss, liability, claim, damage and or expense whatsoever, as incurred, to the extent arising out of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any matter referred untrue statement or omission or alleged untrue statement or omission in any material prepared by or with the consent of the Company for distribution to Invitees in connection with the offering of the Reserved Securities in reliance upon and in conformity with written information furnished by the Underwriters or their Affiliates expressly for use therein (iiii) abovecaused by the failure of any Invitee to pay for and accept delivery of Reserved Securities which have been orally confirmed for purchase by any Invitee by 11:59 P.M. (New York City time) on the date of this Agreement or (iv) related to, or arising out of or in connection with, the offering of the Reserved Securities; provided that (subject no indemnification shall be available under this section for any loss, liability, claim, damage or expense which shall have been finally judicially determined by a court of competent jurisdiction to Section 6(d) above) any such settlement is effected with have been caused primarily by the written consent gross negligence or willful misconduct of the Partnership; and (iii) against any and all expense whatsoever (including the fees and disbursements of counsel chosen by Xxxxx Fargo), reasonably incurred in investigating, preparing Underwriters or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any matter referred to in (i) above, to the extent that any such expense is not paid under (i) or (ii) abovetheir Affiliates.

Indemnification for Reserved Securities. In addition to connection with the offer and without limitation to the obligations sale of the Partnership Entities Reserved Securities, the Company agrees to indemnify each Underwriterand hold harmless the Underwriters, affiliates of any Underwriter who have, or are alleged to have, participated in the distribution of Securities as underwriters, their Affiliates and their officers, directors, employees and agents, selling agents and each person, if any, who controls any Underwriter within the meaning of either Section 15 of the 1933 Act or Section 20 of the 1934 Act pursuant to the other provisions of this Section 6Act, the Partnership Entities agree to indemnify from and hold harmless each Underwriter, affiliates of any Underwriter who have, or are alleged to have, participated in the distribution of Securities as underwriters, and their officers, directors, employees and agents, and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever(including, without limitation, any legal or other expenses reasonably incurred in connection with defending, investigating or settling any such action or claim), as incurred, (Ai) arising out of the violation of any applicable laws, rules laws or regulations of any foreign jurisdictions where Reserved Securities have been or are offered or soldoffered, (Bii) arising out of any untrue statement or alleged untrue statement of a material fact contained in any prospectus “wrapper” wrapper or other material prepared by or with the consent of the Partnership Company for delivery or distribution to Invitees in connection with the offering of the Reserved Securities Offerees or caused by any 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 in which they were made, not misleading, (Ciii) arising out of caused by the failure of any Reserved Security Offeree Invitee to pay for or and accept delivery of the Reserved Securities which such Reserved Security Offeree agreed (have been orally or in writing, including, without limitation, by email, by notice of acceptance given by means of a website or confirmed for purchase by any other form Invitee by 11:59 P.M. (New York City time) on the date of electronic communicationthis Agreement or (iv) to purchaserelated to, or (D) otherwise arising out of or in connection with with, the offering or sale of the Reserved Securities; ; provided, however, that this indemnity shall not apply to (ii1) against any and all loss, liability, claim, damage and or expense whatsoever, as incurred, to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including the Rule 430A Information, the General Disclosure Package, any preliminary prospectus, any Issuer Free Writing Prospectus, Prospectus or in any Marketing Materials (or any amendment or supplement thereto) or any other material prepared for distribution to Invitees in connection with the offering of the aggregate amount paid Reserved Securities in settlement of any litigation, reliance upon and in conformity with the Underwriter Information or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any matter referred (2) with respect to in clause (i) above; provided that (subject to Section 6(d) aboveiv) any loss, liability, claim, damage or expense that shall have been finally judicially determined by a court of competent jurisdiction to have been caused by the gross negligence or willful misconduct of such settlement is effected with the written consent of the Partnership; and (iii) against any and all expense whatsoever (including the fees and disbursements of counsel chosen by Xxxxx Fargo), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any matter referred to in (i) above, to the extent that any such expense is not paid under (i) or (ii) aboveindemnified party.

Indemnification for Reserved Securities. In addition to connection with the offer and without limitation to the obligations sale of the Partnership Entities Reserved Securities, the Company agrees to indemnify each Underwriterand hold harmless Xxxxxxx Xxxxx, its affiliates of any Underwriter who have, or are alleged to have, participated in the distribution of Securities as underwriters, and their officers, directors, employees and agents, selling agents and each person, if any, who controls any Underwriter Xxxxxxx Xxxxx within the meaning of either Section 15 of the 1933 Securities Act or Section 20 of the 1934 Act pursuant to the other provisions of this Section 6Exchange Act, the Partnership Entities agree to indemnify and hold harmless each Underwriter, affiliates of any Underwriter who have, or are alleged to have, participated in the distribution of Securities as underwriters, and their officers, directors, employees and agents, and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act as follows:from and (i) against any and all loss, liability, claim, damage and expense whatsoever(including, without limitation, any legal or other expenses reasonably incurred in connection with defending, investigating or settling any such action or claim), as incurred, (Ai) arising out of the violation of any applicable laws, rules or regulations of any foreign jurisdictions where Reserved Securities have been or are offered or soldoffered, (Bii) arising out of any untrue statement or alleged untrue statement of a material fact contained in any “prospectus “wrapper” or other material prepared by or with the consent of the Partnership Company for delivery or distribution to Invitees in connection with the offering of the Reserved Securities Offerees or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, (Ciii) arising out of caused by the failure of any Reserved Security Offeree Invitee to pay for or and accept delivery of the Reserved Securities which such Reserved Security Offeree agreed (have been orally or in writing, including, without limitation, by email, by notice of acceptance given by means of a website or confirmed for purchase by any other form Invitee by 11:59 P.M. (New York City time) on the date of electronic communicationthe Agreement or (iv) to purchaserelated to, or (D) otherwise arising out of or in connection with with, the offering or sale of the Reserved Securities, other than losses, liability, claims, damages and expenses that are finally judicially determined to have resulted from the bad faith, willful misconduct or gross negligence of Xxxxxxx Xxxxx or any of its affiliates; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any matter referred to in clause (i) above; provided that (subject to Section 6(d) above) any such settlement is effected with the written consent of the PartnershipCompany; and (iii) against any and all expense whatsoever (including the fees and disbursements of counsel chosen by Xxxxx Fargothe Representatives), reasonably incurred in investigating, preparing for or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any matter referred to in clause (i) above, to the extent that any such expense is not paid under clause (i) or (ii) above.

Indemnification for Reserved Securities. In addition to connection with the offer and without limitation to the obligations sale of the Partnership Entities Reserved Securities, the Company agrees to indemnify each Underwriterand hold harmless the Underwriters, affiliates of any Underwriter their Affiliates, directors, officers and selling agents who have, have or are alleged to have, have participated in the distribution of the Securities as underwriters, and their officers, directors, employees and agents, underwriters and each person, if any, who controls any Underwriter within the meaning of either Section 15 of the 1933 Act or Section 20 of the 1934 Act pursuant to the other provisions of this Section 6(collectively, the Partnership Entities agree to indemnify “Indemnified Parties”), from and hold harmless each Underwriter, affiliates of any Underwriter who have, or are alleged to have, participated in the distribution of Securities as underwriters, and their officers, directors, employees and agents, and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever(including, without limitation, any legal or other expenses reasonably incurred in connection with defending, investigating or settling any such action or claim), as incurred, (Ai) arising out of the violation of any applicable laws, rules laws or regulations of any foreign jurisdictions where Reserved Securities have been or are offered or soldoffered, (Bii) arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any prospectus “wrapper” or other material prepared by or with the consent of the Partnership Company for delivery or distribution to Invitees in connection with the offering of the Reserved Securities Offerees or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, (Ciii) arising out of caused by the failure of any Reserved Security Offeree Invitee to pay for or and accept delivery of the Reserved Securities which such Reserved Security Offeree agreed (have been orally or in writing, including, without limitation, by email, by notice of acceptance given by means of a website or confirmed for purchase by any other form Invitee by 11:59 P.M. (New York City time) on the date of electronic communicationthis Agreement or (iv) to purchaserelated to, or (D) otherwise arising out of or in connection with with, the offering or sale of the Reserved Securities; Securities provided that no indemnification shall be available under this section (iig) against for any and all loss, liability, claim, damage and or expense whatsoever, as incurred, which shall have been finally judicially determined by a court of competent jurisdiction to have been caused by the extent of the aggregate amount paid in settlement gross negligence or willful misconduct of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any matter referred to in (i) above; provided that (subject to Section 6(d) above) any such settlement is effected with the written consent of the Partnership; and (iii) against any and all expense whatsoever (including the fees and disbursements of counsel chosen by Xxxxx Fargo), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any matter referred to in (i) above, to the extent that any such expense is not paid under (i) or (ii) aboveIndemnified Party.

Indemnification for Reserved Securities. In addition to connection with the offer and without limitation to the obligations sale of the Partnership Entities Reserved Securities, the Company agrees to indemnify each Underwriterand hold harmless Xxxxxxx Xxxxx, affiliates of any Underwriter who have, or are alleged to have, participated in the distribution of Securities as underwriters, its Affiliates and their officers, directors, employees and agents, selling agents and each person, if any, who controls any Underwriter of the foregoing within the meaning of either Section 15 of the 1933 Securities Act or Section 20 of the 1934 Exchange Act pursuant to the other provisions of this Section 6(collectively, the Partnership Entities agree to indemnify “Xxxxxxx Xxxxx Parties”), from and hold harmless each Underwriter, affiliates of any Underwriter who have, or are alleged to have, participated in the distribution of Securities as underwriters, and their officers, directors, employees and agents, and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever(including, without limitation, any legal or other expenses reasonably incurred in connection with defending, investigating or settling any such action or claim), as incurred, (Ai) arising out of the violation of any applicable laws, rules laws or regulations of any foreign jurisdictions where Reserved Securities have been or are offered or soldoffered, (Bii) arising out of any untrue statement or alleged untrue statement of a material fact contained in any prospectus “wrapper” wrapper or other material prepared by or with the consent of the Partnership Company for delivery or distribution to Invitees in connection with the offering of the Reserved Securities Offerees or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, (Ciii) arising out of caused by the failure of any Reserved Security Offeree Invitee to pay for or and accept delivery of the Reserved Securities which such Reserved Security Offeree agreed (have been orally or in writing, including, without limitation, by email, by notice of acceptance given by means of a website or confirmed for purchase by any other form Invitee by 11:59 P.M. (New York City time) on the date of electronic communicationthis Agreement or (iv) to purchaserelated to, or (D) otherwise arising out of or in connection with with, the offering or sale of the Reserved Securities; (ii) against ; provided that no indemnification shall be available under this section for any and all loss, liability, claim, damage and or expense whatsoever, as incurred, which shall have been finally judicially determined by a court of competent jurisdiction to have been caused primarily by the extent gross negligence or willful misconduct of the aggregate amount paid Xxxxxxx Xxxxx Parties. The Company shall reimburse Xxxxxxx Xxxxx promptly upon demand for any legal or other expenses reasonably incurred by them in settlement of any litigation, connection with investigating or any investigation defending or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any matter referred preparing to in (i) above; provided that (subject to Section 6(d) above) defend against any such settlement is effected with the written consent of the Partnership; and (iii) against any and all loss, liability, claim, damage or expense whatsoever (including the fees and disbursements of counsel chosen by Xxxxx Fargo), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any matter referred to in (i) above, to the extent that any as such expense is not paid under (i) or (ii) aboveexpenses are incurred.

Indemnification for Reserved Securities. In addition to and without limitation to the obligations of the Partnership Entities Company to indemnify each Underwriter, affiliates of any Underwriter who haveits Affiliates, or are alleged to have, participated in the distribution of Securities as underwriters, and their officers, directors, employees and agents, its selling agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act pursuant to the other provisions of this Section 6, the Partnership Entities agree Company agrees to indemnify and hold harmless each Underwriter, affiliates of any Underwriter who haveits Affiliates, or are alleged to have, participated in the distribution of Securities as underwriters, and their officers, directors, employees and its selling agents, and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act and employees, joint ventures and agents of the Underwriters as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, (A) arising out of the violation of any applicable laws, rules or regulations of any foreign jurisdictions where Reserved Securities Shares have been or are offered or sold, (B) arising out of any untrue statement or alleged untrue statement of a material fact contained in any prospectus “wrapper” or other material prepared by or with the consent of the Partnership Company for delivery or distribution to Reserved Securities Share Offerees or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, (C) arising out of the failure of any Reserved Security Share Offeree to pay for or accept delivery of the Reserved Securities Shares which such Reserved Security Share Offeree agreed (orally or in writing, including, without limitation, by email, by notice of acceptance given by means of a website or by any other form of electronic communication) to purchase, or (D) otherwise arising out of or in connection with the offering or sale of the Reserved SecuritiesShares; provided, however, that the Company shall not be responsible under this clause (i) for any loss, liability, claim, damage or expense that are judicially determined to have resulted from the gross negligence or willful misconduct of the Underwriters; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any matter referred to in (i) above; provided provided, that (subject to Section 6(d) above) any such settlement is effected with the written consent of the PartnershipCompany; and (iii) against any and all expense whatsoever (including the reasonable fees and disbursements of counsel chosen by Xxxxx Fargo), the Representatives) reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any matter referred to in (i) above, to the extent that any such expense is not paid under (i) or (ii) above.

Indemnification for Reserved Securities. In addition to connection with the offer and without limitation to the obligations sale of the Partnership Entities Reserved Securities, the Company agrees to indemnify each Underwriterand hold harmless the Underwriters, affiliates of any Underwriter who have, or are alleged to have, participated in the distribution of Securities as underwriters, their Affiliates (including Xxxxxxx Xxxxx) and their officers, directors, employees and agents, selling agents and each person, if any, who controls any Underwriter or Xxxxxxx Xxxxx within the meaning of either Section 15 of the 1933 Act or Section 20 of the 1934 Act pursuant to the other provisions of this Section 6Act, the Partnership Entities agree to indemnify from and hold harmless each Underwriter, affiliates of any Underwriter who have, or are alleged to have, participated in the distribution of Securities as underwriters, and their officers, directors, employees and agents, and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever(including, as incurredwithout limitation, any legal or other expenses reasonably incurred in connection with defending, investigating or settling any such action or claim), , (Ai) arising out of the violation of any applicable laws, rules laws or regulations of any foreign jurisdictions where Reserved Securities have been or are offered or soldoffered, (Bii) arising out of any untrue statement or alleged untrue statement of a material fact contained in any prospectus “wrapper” or other material prepared by or with the consent of the Partnership Company for delivery or distribution to Invitees in connection with the offering of the Reserved Securities Offerees or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, (C) arising out of the failure of any Reserved Security Offeree to pay for or accept delivery of the Reserved Securities which such Reserved Security Offeree agreed (orally or in writingprovided, includinghowever, without limitation, by email, by notice of acceptance given by means of a website or by any other form of electronic communication) to purchase, or (D) otherwise arising out of or in connection with the offering or sale of the Reserved Securities; that no indemnification shall be available under this clause (ii) against for any and all loss, liability, claim, damage and or expense whatsoever, as incurred, to the extent arising out of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any matter referred untrue statement or omission or alleged untrue statement or omission in any material prepared by or with the consent of the Company for distribution to Invitees in connection with the offering of the Reserved Securities in reliance upon and in conformity with written information furnished by the Underwriters or their Affiliates expressly for use therein (iiii) abovecaused by the failure of any Invitee to pay for and accept delivery of Reserved Securities which have been orally confirmed for purchase by any Invitee by 11:59 P.M. (New York City time) on the date of the Agreement or (iv) related to, or arising out of or in connection with, the offering of the Reserved Securities; provided that (subject no indemnification shall be available under this section for any loss, liability, claim, damage or expense which shall have been finally judicially determined by a court of competent jurisdiction to Section 6(d) above) any such settlement is effected with have been caused primarily by the written consent gross negligence or willful misconduct of the Partnership; and (iii) against any and all expense whatsoever (including the fees and disbursements of counsel chosen by Xxxxx Fargo), reasonably incurred in investigating, preparing Underwriters or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any matter referred to in (i) above, to the extent that any such expense is not paid under (i) or (ii) abovetheir Affiliates.

Indemnification for Reserved Securities. In addition to connection with the offer and without limitation to the obligations sale of the Partnership Entities Reserved Securities, the Company agrees to indemnify each Underwriterand hold harmless Xxxxxxx Xxxxx, affiliates of any Underwriter who have, or are alleged to have, participated in the distribution of Securities as underwritersits affiliates, and their officers, directors, employees and agents, selling agents and each person, if any, who controls any Underwriter or Xxxxxxx Xxxxx within the meaning of either Section 15 of the 1933 Act or Section 20 of the 1934 Act pursuant to the other provisions of this Section 6Act, the Partnership Entities agree to indemnify from and hold harmless each Underwriter, affiliates of any Underwriter who have, or are alleged to have, participated in the distribution of Securities as underwriters, and their officers, directors, employees and agents, and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever(including, without limitation, any legal or other expenses reasonably incurred in connection with defending, investigating or settling any such action or claim), as incurred, (Ai) arising out of the violation of any applicable laws, rules laws or regulations of any foreign jurisdictions where Reserved Securities have been or are offered or soldoffered, (Bii) arising out of any untrue statement or alleged untrue statement of a material fact contained in any prospectus “wrapper” or other material prepared by or with the consent of the Partnership Company for delivery or distribution to Invitees in connection with the offering of the Reserved Securities Offerees or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, (C) arising out of the failure of any Reserved Security Offeree to pay for or accept delivery of the Reserved Securities which such Reserved Security Offeree agreed (orally or in writinghowever, including, without limitation, by email, by notice of acceptance given by means of a website or by any other form of electronic communication) to purchase, or (D) otherwise arising out of or in connection with the offering or sale of the Reserved Securities; that no indemnification shall be available under this subsection (ii) against for any and all loss, liability, claim, damage and or expense whatsoever, as incurred, to the extent arising out of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any matter referred untrue statement or omission or alleged untrue statement or omission in any material prepared by or with the consent of the Company for distribution to Invitees in connection with the offering of the Reserved Securities in reliance upon and in conformity with written information furnished by the Underwriters or any of its affiliates expressly for use therein, (iiii) abovecaused by the failure of any Invitee to pay for and accept delivery of Reserved Securities which have been orally confirmed for purchase by any Invitee by 11:59 P.M. (New York City time) on the date of this Agreement or (iv) related to, or arising out of or in connection with, the offering of the Reserved Securities; provided that (subject no indemnification shall be available under this section for any loss, liability, claim, damage or expense which shall have been finally judicially determined by a court of competent jurisdiction to Section 6(d) above) any such settlement is effected with have been caused primarily by the written consent gross negligence or willful misconduct of the Partnership; and (iii) against any and all expense whatsoever (including the fees and disbursements of counsel chosen by Xxxxx Fargo), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any matter referred to in (i) above, to the extent that any such expense is not paid under (i) or (ii) aboveXxxxxxx Xxxxx.

Indemnification for Reserved Securities. In addition to connection with the offer and without limitation to the obligations sale of the Partnership Entities Reserved Securities, the Company agrees to indemnify each Underwriterand hold harmless Xxxxxxx Xxxxx, affiliates of any Underwriter who have, or are alleged to have, participated in the distribution of Securities as underwriters, its Affiliates and their officers, directors, employees and agents, selling agents and each person, if any, who controls any Underwriter Xxxxxxx Xxxxx within the meaning of either Section 15 of the 1933 Act or Section 20 of the 1934 Act pursuant to the other provisions of this Section 6(collectively, the Partnership Entities agree to indemnify “Xxxxxxx Xxxxx Parties”), from and hold harmless each Underwriter, affiliates of any Underwriter who have, or are alleged to have, participated in the distribution of Securities as underwriters, and their officers, directors, employees and agents, and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever(including, without limitation, any legal or other expenses reasonably incurred in connection with defending, investigating or settling any such action or claim), as incurred, (Ai) arising out of the violation of any applicable laws, rules laws or regulations of any foreign jurisdictions where Reserved Securities have been or are offered or soldoffered, (Bii) arising out of any untrue statement or alleged untrue statement of a material fact contained in any prospectus “wrapper” or other material prepared by or with the consent of the Partnership Company for delivery or distribution to Invitees in connection with the offering of the Reserved Securities Offerees or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, (C) arising out of the failure of any Reserved Security Offeree to pay for or accept delivery of the Reserved Securities which such Reserved Security Offeree agreed (orally or in writinghowever, including, without limitation, by email, by notice of acceptance given by means of a website or by any other form of electronic communication) to purchase, or (D) otherwise arising out of or in connection with the offering or sale of the Reserved Securities; that no indemnification shall be available under this subsection (ii) against for any and all loss, liability, claim, damage and or expense whatsoever, as incurred, to the extent arising out of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any matter referred untrue statement or omission or alleged untrue statement or omission in any material prepared by or with the consent of the Company for distribution to Invitees in connection with the offering of the Reserved Securities in reliance upon and in conformity with written information furnished by Xxxxxxx Xxxxx or any of its affiliates expressly for use therein, (iiii) abovecaused by the failure of any Invitee to pay for and accept delivery of Reserved Securities which have been orally confirmed for purchase by any Invitee by 11:59 P.M. (New York City time) on the date of this Agreement or (iv) related to, or arising out of or in connection with, the offering of the Reserved Securities; provided that (subject no indemnification shall be available under this section for any loss, liability, claim, damage or expense which shall have been finally judicially determined by a court of competent jurisdiction to Section 6(d) above) any such settlement is effected with have been caused primarily by the written consent gross negligence or willful misconduct of the Partnership; and (iii) against any and all expense whatsoever (including the fees and disbursements of counsel chosen by Xxxxxxx Xxxxx Fargo), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any matter referred to in (i) above, to the extent that any such expense is not paid under (i) or (ii) aboveParties.

Indemnification for Reserved Securities. In Without limitation of and in addition to its obligations under the other paragraphs of this Section 6, the Company agrees to indemnify, defend and without limitation to the obligations of the Partnership Entities to indemnify each Underwriter, affiliates of any Underwriter who have, or are alleged to have, participated in the distribution of Securities as underwriters, hold harmless UBS-FinSvc and their officersits partners, directors, employees officers and agentsmembers, and each person, if any, any person who controls any Underwriter UBS-FinSvc within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act pursuant to Act, and the other provisions successors and assigns of this Section 6all of the foregoing persons, from and against any loss, damage, expense, liability or claim (including the reasonable cost of investigation) which, jointly or severally, UBS-FinSvc or any such person may incur under the 1933 Act, the Partnership Entities agree to indemnify and hold harmless each Underwriter1934 Act, affiliates the common law or otherwise, insofar as such loss, damage, expense, liability or claim (A) arises out of or is based upon (a) any Underwriter who have, or are alleged to have, participated in the distribution of Securities as underwriters, and their officers, directors, employees and agents, and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act as follows: matters referred to in clauses (i) against any and all lossthrough (iii) of Section 6(a), liability, claim, damage and expense whatsoever, as incurred, or (Ab) arising out of the violation of any applicable laws, rules or regulations of any foreign jurisdictions where Reserved Securities have been or are offered or sold, (B) arising out of any untrue statement or alleged untrue statement of a material fact contained in any prospectus “wrapper” or other material prepared by or on behalf or with the consent of the Partnership Company for delivery or distribution to Reserved Securities Offerees Directed Share Participants in connection with the Directed Share Program or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, ; (CB) arising out of is or was caused by the failure of any Reserved Security Offeree Directed Share Participant to pay for or and accept delivery of the Reserved Securities which such Reserved Security Offeree that the Directed Share Participant has agreed (orally or in writing, including, without limitation, by email, by notice of acceptance given by means of a website or by any other form of electronic communication) to purchase, ; or (DC) otherwise arising arises out of or in connection with is based upon the offering or sale of Directed Share Program, provided, however, that the Reserved Securities; Company shall not be responsible under this clause (iiC) against for any and all loss, liabilitydamage, claimexpense, damage and expense whatsoever, as incurred, liability or claim that is finally judicially determined to have resulted from the extent gross negligence or willful misconduct of UBS-FinSvc in conducting the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any matter referred to in (i) above; provided that (subject to Directed Share Program. Section 6(d) above) shall apply equally to any action brought against UBS-FinSvc or any such settlement is effected with person in respect of which indemnity may be sought against the written consent of the Partnership; and (iii) against any and all expense whatsoever (including the fees and disbursements of counsel chosen by Xxxxx Fargo), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any matter referred to in (i) above, Company pursuant to the extent that any such expense is not paid under (i) or (ii) aboveimmediately preceding sentence.

Indemnification for Reserved Securities. In addition to and without limitation to the obligations of the Partnership Entities Company to indemnify each Underwriter, affiliates of any Underwriter who have, or are alleged to have, participated in the distribution of Securities as underwriters, and their officers, directors, employees and agents, and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act and each Selling Stockholders and each person who controls any Selling Stockholder within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act pursuant to the other provisions of this Section 6, the Partnership Entities agree Company agrees to indemnify and hold harmless each Underwriter, affiliates of any Underwriter who have, or are alleged to have, participated in the distribution of Securities as underwriters, and their officers, directors, employees and agents, and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act and each Selling Stockholders and each person who controls any Selling Stockholder within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, (A) arising out of the violation of any applicable laws, rules or regulations of any foreign jurisdictions where Reserved Securities have been or are offered or sold, (B) arising out of any untrue statement or alleged untrue statement of a material fact contained in any prospectus “"wrapper” " or other material prepared by or with the consent of the Partnership Company for delivery or distribution to Reserved Securities Offerees or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, (C) arising out of the failure of any Reserved Security Offeree to pay for or accept delivery of the Reserved Securities which such Reserved Security Offeree agreed (orally or in writing, including, without limitation, by email, by notice of acceptance given by means of a website or by any other form of electronic communication) to purchase, or (D) otherwise arising out of or in connection with the offering or sale of the Reserved Securities; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any matter referred to in (i) above; provided that (subject to Section 6(d6(e) above) any such settlement is effected with the written consent of the PartnershipCompany; and (iii) against any and all expense whatsoever (including the reasonable fees and disbursements reasonable out of pocket expenses of counsel chosen by Xxxxx FargoWachovia and Piper), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any matter referred to in (i) above, to the extent that any such expense is not paid under (i) or (ii) above.