Common use of Indemnification of Company Clause in Contracts

Indemnification of Company. Each Placement Agent will severally and not jointly indemnify and hold harmless the Company, each of its directors and each of its officers who signs a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, a “Placement Agent Indemnified Party”), against any losses, claims, damages or liabilities to which such Placement Agent Indemnified Party may become subject, under the Act, the Exchange Act, other federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus, or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Placement Agent through the Representative specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Placement Agent Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Placement Agent Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Placement Agent consists of the following information in the Final Prospectus furnished on behalf of each Placement Agent: the paragraph entitled “Passive Market Making” under the caption “Plan of Distribution”.

Indemnification of Company. Each Placement Agent will will, severally and not jointly jointly, indemnify and hold harmless the Company, each of its directors and each of its officers who signs a the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, a “Placement Agent Indemnified Party”), against any losses, claims, damages or liabilities to which such Placement Agent Indemnified Party may become subject, under the Act, the Exchange Act, other federal Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus, Prospectus or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Placement Agent through the Representative specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Placement Agent Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Placement Agent Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Placement Agent consists Agents is set forth in the penultimate paragraph of the following information in prospectus supplement dated the Final Prospectus furnished on behalf of each Placement Agent: the paragraph entitled “Passive Market Making” date hereof under the caption “Plan of Distribution”” concerning stabilization.

Indemnification of Company. Each Placement Agent Underwriter will severally and not jointly indemnify and hold harmless the Company, each of its directors and each of its officers who signs a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, a an “Placement Agent Underwriter Indemnified Party”), against any and all losses, claims, damages or liabilities to which such Placement Agent Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, other federal Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus, or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Placement Agent Underwriter through the Representative Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Placement Agent Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Placement Agent Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Placement Agent Underwriter consists of the following information in the Final Prospectus furnished on behalf of each Placement AgentUnderwriter: the fourth paragraph, the eleventh paragraph entitled “Passive Market Making” and the thirteenth paragraph under the caption “Plan of DistributionUnderwriting”.

Indemnification of Company. Each Placement Agent Underwriter will severally and not jointly indemnify and hold harmless the Company, each of its directors and each of its officers who signs a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a an “Placement Agent Underwriter Indemnified Party”), against any losses, claims, damages or liabilities to which such Placement Agent Underwriter Indemnified Party may become subject, under the Securities Act, the Exchange Act, other federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any timeStatement, any Statutory Prospectus as of any time, the Final Prospectus, or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Placement Agent Underwriter through the Representative specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Placement Agent Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Placement Agent Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Placement Agent Underwriter consists of the following information in the “Underwriting” section of the Final Prospectus furnished on behalf of each Placement AgentProspectus: the paragraph entitled “Passive Market Making” paragraphs under the caption heading “Plan of Discount, Commissions, and Expenses”, “Stabilization, Short Positions and Penalty Bids” and (B) “Electronic Distribution”.

Indemnification of Company. Each Placement Agent will will, severally and not jointly jointly, indemnify and hold harmless the Company, each of its directors and each of its officers who signs a the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, a “Placement Agent Indemnified Party”), against any losses, claims, damages or liabilities to which such Placement Agent Indemnified Party may become subject, under the Act, the Exchange Act, other federal Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus, Prospectus or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Placement Agent through the Representative specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Placement Agent Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Placement Agent Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Placement Agent consists is set forth in the second to last paragraph of the following information in prospectus supplement dated the Final Prospectus furnished on behalf of each Placement Agent: the paragraph entitled “Passive Market Making” date hereof under the caption “Plan of Distribution”” concerning stabilization.

Indemnification of Company. Each Placement Agent will will, severally and not jointly jointly, indemnify and hold harmless the Company, each of its directors and each of its officers who signs a the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, a “Placement Agent Indemnified Party”), against any losses, claims, damages or liabilities to which such Placement Agent Indemnified Party may become subject, under the Act, the Exchange Act, other federal Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus, Prospectus or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Placement Agent through the Representative specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Placement Agent Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Placement Agent Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only no such information has been furnished by any Placement Agent consists of the following information in the Final Prospectus furnished on behalf of each Placement Agent: the paragraph entitled “Passive Market Making” under the caption “Plan of Distribution”.

Indemnification of Company. Each Placement Agent Underwriter will severally and not jointly indemnify and hold harmless the Company, each of its directors and each of its officers who signs a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, a an “Placement Agent Underwriter Indemnified Party”), against any and all losses, claims, damages or liabilities to which such Placement Agent Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, other federal Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus, or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Placement Agent Underwriter through the Representative Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Placement Agent Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Placement Agent Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Placement Agent Underwriter consists of the following information in the Final Prospectus furnished on behalf of each Placement AgentUnderwriter: the fourth paragraph, the eleventh paragraph entitled “Passive Market Making” and the fourteenth paragraph under the caption “Plan of DistributionUnderwriting”.

Indemnification of Company. Each Placement Agent Underwriter will severally and not jointly indemnify and hold harmless the Companyeach HII Party, each of its directors and each of its officers who signs a Registration Statement and each person, if any, who controls the Company such HII Party within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, a an “Placement Agent Underwriter Indemnified Party”), against any losses, claims, damages or liabilities to which such Placement Agent Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, other federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the any Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus, or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company HII Parties by such Placement Agent Underwriter through the Representative Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Placement Agent Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Placement Agent Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Placement Agent Underwriter consists of the following information in the Final Prospectus furnished on behalf of each Placement AgentUnderwriter: the concession and reallowance figures appearing in the [fourth] paragraph entitled “Passive Market Making” under the caption “Plan of DistributionUnderwriting” and the information contained in the [sixth] paragraph (related to sales to discretionary accounts), the [fourteenth] and [fifteenth] paragraphs (related to stabilization) and the [sixteenth] paragraph (related to electronic prospectus distribution) under the caption “Underwriting”.

Indemnification of Company. Each Placement Agent Underwriter will severally and not jointly indemnify and hold harmless the Company, each of its directors and each of its officers who signs a Registration Statement Statement, and each person, if any, who controls the Company or within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, a an “Placement Agent Underwriter Indemnified Party”), against any losses, claims, damages or liabilities to which such Placement Agent Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, other federal Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the any Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus, or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Placement Agent Underwriter through the Representative Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Placement Agent Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Placement Agent Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Placement Agent Underwriter consists of the following information in the Final Prospectus furnished on behalf of each Placement AgentUnderwriter: (i) the information relating to concession figures contained in the fourth paragraph entitled “Passive Market Making” under the caption “Plan Underwriting” and (ii) the information relating to stabilizing transactions, penalty bids and syndicate covering transactions contained in the fourteenth and fifteenth paragraphs under the caption “Underwriting” and in the last sentence of Distributionthe sixteenth paragraph under the caption “Underwriting.”.

Indemnification of Company. Each Placement Agent Underwriter will severally and not jointly indemnify and hold harmless the Company, each of its directors and each of its officers who signs a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, a an “Placement Agent Underwriter Indemnified Party”), against any losses, claims, damages or liabilities to which such Placement Agent Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, other federal Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus, or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Placement Agent Underwriter through the Representative Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Placement Agent Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Placement Agent Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Placement Agent Underwriter consists of the following information in the Statutory Prospectus and the Final Prospectus furnished on behalf of each Placement AgentUnderwriter: the concession and reallowance disclosure appearing in the fourth paragraph entitled “Passive Market Making” under the caption “Plan of DistributionUnderwriting” and the information relating to stabilizing transactions, syndicate covering transactions and penalty bids contained in the eleventh paragraph under the caption “Underwriting.”.

Indemnification of Company. Each Placement Agent Underwriter will severally and not jointly indemnify and hold harmless the Company, each of its directors and each of its officers who signs a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a each an “Placement Agent Underwriter Indemnified Party”), against any losses, claims, damages or liabilities to which such Placement Agent Underwriter Indemnified Party may become subject, under the Securities Act, the Exchange Act, other federal Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus, or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Placement Agent through the Representative Representatives on behalf of the Underwriters specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Placement Agent Underwriter Indemnified Party in connection with investigating investigating, preparing or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Placement Agent Underwriter Indemnified Party is a party thereto), ) whether threatened or commenced, commenced based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Placement Agent the Representatives on behalf of the Underwriters consists of the following information in the Final Prospectus furnished by the Representatives on behalf of each Placement Agentthe Underwriters: the paragraph entitled “Passive Market Making” paragraphs three and seven under the caption “Plan of DistributionUnderwriting.”.

Indemnification of Company. Each Placement Agent Underwriter will severally and not jointly indemnify and hold harmless the Company, each of its directors and each of its officers who signs a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a an “Placement Agent Underwriter Indemnified Party”), against any losses, claims, damages or liabilities to which such Placement Agent Underwriter Indemnified Party may become subject, under the Securities Act, the Exchange Act, other federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any timeStatement, any Statutory Prospectus as of any time, the Final Prospectus, or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Placement Agent Underwriter through the Representative specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Placement Agent Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Placement Agent Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Placement Agent Underwriter consists of the following information in the Final Prospectus furnished on behalf “Underwriting” section of the Prospectus: the paragraphs under the headings (A) “Price Stabilization, Short Positions and Penalty Bids” and (B) “Electronic Distribution” provided, however, that the obligation of each Placement Agent: Underwriter to indemnify the paragraph entitled “Passive Market Making” under Company (including any controlling person, director or officer thereof) shall be limited to the caption “Plan amount of Distribution”the underwriting discount and commissions applicable to the Offered Securities to be purchased by such Underwriter hereunder.

Indemnification of Company. Each Placement Agent Underwriter will severally and not jointly indemnify and hold harmless the Company, each of its directors and each of its officers who signs a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, a an “Placement Agent Underwriter Indemnified Party”), against any losses, claims, damages or liabilities to which such Placement Agent Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, or other federal Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the any Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus, or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Placement Agent Underwriter through the Representative specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Placement Agent Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Placement Agent Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Placement Agent Underwriter consists of the following information in the Final Prospectus furnished on behalf of each Placement AgentUnderwriter: the concession figure appearing in the fourth paragraph entitled “Passive Market Making” under the caption “Plan of DistributionUnderwriting” and the information contained in the seventh, sixteenth and seventeenth paragraphs under the caption “Underwriting”.

Indemnification of Company. Each Placement Agent Underwriter will severally and not jointly indemnify and hold harmless the Company, each of its directors and each of its officers who signs a the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, a an “Placement Agent Underwriter Indemnified Party”), against any losses, claims, damages or liabilities to which such Placement Agent Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, other federal Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus, Prospectus or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Placement Agent Underwriter through the Representative Representatives, if any, specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Placement Agent Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Placement Agent Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Placement Agent Underwriter consists of the following information described as such in the Final Prospectus furnished on behalf of each Placement Agent: the paragraph entitled “Passive Market Making” under the caption “Plan of Distribution”Terms Agreement.

Indemnification of Company. Each Placement Agent will will, severally and not jointly jointly, indemnify and hold harmless the Company, each of its directors and each of its officers who signs a the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, a “Placement Agent Indemnified Party”), against any losses, claims, damages or liabilities to which such Placement Agent Indemnified Party may become subject, under the Act, the Exchange Act, other federal Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus, Prospectus or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Placement Agent through the Representative specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Placement Agent Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Placement Agent Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Placement Agent consists Agents is set forth in the second to last paragraph of the following information in prospectus supplement dated the Final Prospectus furnished on behalf of each Placement Agent: the paragraph entitled “Passive Market Making” date hereof under the caption “Plan of Distribution”” concerning stabilization.

Indemnification of Company. Each Placement Agent Underwriter will severally and not jointly indemnify and hold harmless the Company, each of its directors and each of its officers who signs a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, a an “Placement Agent Underwriter Indemnified Party”), against any and all losses, claims, damages or liabilities to which such Placement Agent Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, other United States federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the any Registration Statement at any time, any Statutory Prospectus as of any time, the Preliminary Prospectus or the Final Prospectus, or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Placement Agent Underwriter through the Representative specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Placement Agent Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Placement Agent Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Placement Agent Underwriter consists of the following information in the Preliminary and the Final Prospectus furnished on behalf of each Placement Agent: the paragraph entitled “Passive Market Making” Underwriter under the caption captions “Plan of DistributionUnderwriting” and “Notice to Canadian Residents.”.

Indemnification of Company. Each Placement Agent Underwriter will severally and not jointly indemnify and hold harmless the Company, each of its directors and each of its officers who signs a Registration Statement Statement, and each person, if any, who controls the Company or within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, a an “Placement Agent Underwriter Indemnified Party”), against any losses, claims, damages or liabilities to which such Placement Agent Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, other federal Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the any Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus, or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Placement Agent Underwriter through the Representative specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Placement Agent Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Placement Agent Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Placement Agent Underwriter consists of the following information in the Final Prospectus furnished on behalf of each Placement AgentUnderwriter: (i) the information relating to concession figures contained in the fourth paragraph entitled “Passive Market Making” under the caption “Plan Underwriting” and (ii) the information relating to stabilizing transactions, penalty bids and syndicate covering transactions contained in the fourteenth and fifteenth paragraphs under the caption “Underwriting” and in the last sentence of Distributionthe sixteenth paragraph under the caption “Underwriting.”.

Indemnification of Company. Each Placement Agent will will, severally and not jointly jointly, indemnify and hold harmless the Company, each of its directors and each of its officers who signs a the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, a “Placement Agent Indemnified Party”), against any losses, claims, damages or liabilities to which such Placement Agent Indemnified Party may become subject, under the Act, the Exchange Act, other federal Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus, Prospectus or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Placement Agent through the Representative specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Placement Agent Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Placement Agent Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Placement Agent consists is set forth in the third to last paragraph of the following information in prospectus supplement dated the Final Prospectus furnished on behalf of each Placement Agent: the paragraph entitled “Passive Market Making” date hereof under the caption “Plan of Distribution”” concerning stabilization. Notwithstanding the provisions of this Section 8(b), in no event shall any indemnity by any Placement Agent under this Section 8(b) exceed the total compensation received by such Placement Agent in accordance with Section 2(e).

Indemnification of Company. Each Placement Agent will will, severally and not jointly jointly, indemnify and hold harmless the Company, each of its directors and each of its officers who signs a the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, a “Placement Agent Indemnified Party”), against any losses, claims, damages or liabilities to which such Placement Agent Indemnified Party may become subject, under the Act, the Exchange Act, other federal Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus, Prospectus or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Placement Agent through the Representative specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Placement Agent Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Placement Agent Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Placement Agent consists Agents is set forth in the third to last paragraph of the following information in prospectus supplement dated the Final Prospectus furnished on behalf of each Placement Agent: the paragraph entitled “Passive Market Making” date hereof under the caption “Plan of Distribution”” concerning stabilization. Notwithstanding the provisions of this Section 8(b), in no event shall any indemnity by any Placement Agent under this Section 8(b) exceed the total compensation received by such Placement Agent in accordance with Section 2(e).

Indemnification of Company. Each Placement Agent Underwriter will severally and not jointly indemnify and hold harmless the Company, each of its directors and each of its officers who signs a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a an “Placement Agent Underwriter Indemnified Party”), against any losses, claims, damages or liabilities to which such Placement Agent Underwriter Indemnified Party may become subject, under the Securities Act, the Exchange Act, other federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus, or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Placement Agent Underwriter through the Representative specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Placement Agent Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Placement Agent Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Placement Agent Underwriter consists of the following information in the “Underwriting” section of the Final Prospectus furnished on behalf of each Placement AgentProspectus: (i) the second paragraph entitled “Passive Market Making” under the caption heading “Plan Discounts and Commissions” and (ii) the paragraphs under the headings (A) “Discretionary Accounts”, (B) “Price Stabilization, Short Positions and Penalty Bids” and (C) “Electronic Offer, Sale and Distribution of DistributionShares and Warrants”.

Indemnification of Company. Each Placement Agent Underwriter will severally and not jointly indemnify and hold harmless the Company, each of its directors and each of its officers who signs a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, a an “Placement Agent Underwriter Indemnified Party”), ) against any losses, claims, damages or liabilities to which such Placement Agent Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, or other federal Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any time, any Statutory Prospectus as of at any time, the Final Prospectus, or any Issuer Free Writing Prospectus, Prospectus or any written Section 5(d) Communication or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Placement Agent Underwriter through the Representative Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Placement Agent Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Placement Agent Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Placement Agent Underwriter consists of the following information in the Final Prospectus furnished on behalf of each Placement AgentUnderwriter: the concession and reallowance figures appearing in the fourth paragraph entitled “Passive Market Making” under the caption “Plan of DistributionUnderwriting” and the information regarding sales to accounts over which the Underwriters have discretionary authority contained in the seventh paragraph under the caption “Underwriting.”.

Indemnification of Company. Each Placement Agent Underwriter will severally and not jointly indemnify and hold harmless the CompanyCompany and the Guarantors, each of its directors and each of its officers who signs a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, a an “Placement Agent Underwriter Indemnified Party”), against any losses, claims, damages or liabilities to which such Placement Agent Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, other federal Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus, or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Placement Agent Underwriter through the Representative Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Placement Agent Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Placement Agent Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Placement Agent Underwriter consists of (i) the following information in the Final Prospectus furnished on behalf of each Placement AgentUnderwriter: the paragraph entitled “Passive Market Making” information contained in the 11th, 12th and 13th paragraphs under the caption “Plan of DistributionUnderwriting.”.

Indemnification of Company. Each Placement Agent Underwriter will severally and not jointly indemnify and hold harmless the Company, each of its directors and each of its officers who signs a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, a an “Placement Agent Underwriter Indemnified Party”), against any and all losses, claims, damages or liabilities to which such Placement Agent Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, other federal Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus, or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Placement Agent Underwriter through the Representative Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Placement Agent Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Placement Agent Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Placement Agent Underwriter consists of the following information in the Final Prospectus furnished on behalf of each Placement AgentUnderwriter: the fourth paragraph, the tenth paragraph entitled “Passive Market Making” under and the caption “Plan of Distribution”twelfth paragraph.

Indemnification of Company. Each Placement Agent will will, severally and not jointly jointly, indemnify and hold harmless the Company, each of its directors and each of its officers who signs a the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, a “Placement Agent Indemnified Party”), against any losses, claims, damages or liabilities to which such Placement Agent Indemnified Party may become subject, under the Act, the Exchange Act, other federal Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus, Prospectus or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Placement Agent through the Representative specifically for use thereintherein or (B) any material violation by any Placement Agent of any applicable broker-dealer rules or federal or state securities laws, and will reimburse any legal or other expenses reasonably incurred by such Placement Agent Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Placement Agent Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only that, except as set forth in Schedule B hereof, no such information has been furnished by any Placement Agent. Notwithstanding the provisions of this subsection (b), in no event shall any indemnity by any Placement Agent consists hereunder (i) exceed the total compensation received by the Placement Agents pursuant to and in accordance with Section 2(e) or (ii) result from any loss, claim, damage or liability arising out of the following information in gross negligence or willful misconduct of the Final Prospectus furnished on behalf of each Placement Agent: the paragraph entitled “Passive Market Making” under the caption “Plan of Distribution”Company.

Indemnification of Company. Each Placement Agent Underwriter will severally and not jointly indemnify and hold harmless the Company, each of its directors and each of its officers who signs a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, a an “Placement Agent Underwriter Indemnified Party”), ) against any losses, claims, damages or liabilities to which such Placement Agent Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, or other federal Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the any Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus, Prospectus or any Issuer Free Writing ProspectusWritten Testing-the-Waters Communication, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Placement Agent Underwriter through the Representative Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Placement Agent Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Placement Agent Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Placement Agent Underwriter consists of the following information in the Final Prospectus furnished on behalf of each Placement AgentUnderwriter: the concession and reallowance figures appearing in the third paragraph entitled “Passive Market Making” under the caption “Plan of DistributionUnderwriting” and the information relating to stabilizing transactions and passive market making contained in the tenth paragraph under the caption “Underwriting”.

Indemnification of Company. Each The Placement Agent will severally and not jointly indemnify and hold harmless the Company, each of its directors and each of its officers who signs a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, a “Placement Agent Indemnified Party”), against any losses, claims, damages or liabilities to which such Placement Agent Indemnified Party may become subject, under the Act, the Exchange Act, other federal Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus, or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Placement Agent through the Representative specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Placement Agent Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Placement Agent Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any the Placement Agent consists of the following information in the Final Prospectus furnished on behalf of each Placement AgentUnderwriter: the Placement Agent Fee figure appearing in the third paragraph entitled “Passive Market Making” under the caption “Plan of Distribution.”.

Indemnification of Company. Each Placement Agent will The Underwriters will, severally and not jointly jointly, indemnify and hold harmless the Company, each of its directors and each of its officers who signs a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, a an “Placement Agent Underwriter Indemnified Party”), against any losses, claims, expenses, damages or liabilities to which such Placement Agent Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, other federal Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, expenses, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus, or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Placement Agent through the Representative Underwriters specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Placement Agent Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Placement Agent Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Placement Agent Underwriters consists of the following information in the Final Prospectus furnished on behalf of each Placement Agentby the Underwriters: the paragraph entitled “Passive Market Making” description of the stabilizing actions appearing in the eleventh and twelfth paragraphs under the caption “Plan Underwriting”; the description of Distributionselling concessions appearing in the fourth paragraph under the caption “Underwriting”; provided, however, that the Underwriters shall not be liable for any losses, claims, damages or liabilities arising out of or based upon the Company’s failure to perform its obligations under Section 5(a) hereof.

Indemnification of Company. Each Placement Agent Underwriter will severally and not jointly indemnify and hold harmless the Company, each of its directors and each of its officers who signs a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, a an “Placement Agent Underwriter Indemnified Party”), against any losses, claims, damages or liabilities to which such Placement Agent Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, other federal Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the any Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus, or any Issuer Free Writing ProspectusProspectus or any Testing-the-Waters Writing, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Placement Agent through the Representative Underwriter specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Placement Agent Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Placement Agent Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Placement Agent Underwriter consists of (i) the following information in the Final Prospectus furnished on behalf of each Placement AgentUnderwriter: the concession figure appearing in the [fourth] paragraph entitled “Passive Market Making” under the caption “Plan of DistributionUnderwriting” and the information contained in the [seventh] and [fifteenth] paragraphs under the caption “Underwriting.”.

Indemnification of Company. Each Placement Agent Underwriter will severally and not jointly indemnify and hold harmless the Company, each of its directors and each of its officers who signs a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, a an “Placement Agent Underwriter Indemnified Party”), against any losses, claims, damages or liabilities to which such Placement Agent Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, other federal Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the any Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus, or any Issuer Free Writing ProspectusProspectus or broadly available road show, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Placement Agent Underwriter through the Representative Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Placement Agent Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Placement Agent Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Placement Agent Underwriter consists of the following information in the Final Prospectus furnished on behalf of each Placement AgentUnderwriter: the concession figures appearing in the [·] paragraph entitled “Passive Market Making” under the caption “Plan of DistributionUnderwriting” and the information contained in [·] under the caption “Underwriting”.

Indemnification of Company. Each Placement Agent Underwriter will severally and not jointly indemnify and hold harmless the Company, each of its directors and each of its officers who signs a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, a an “Placement Agent Underwriter Indemnified Party”), against any losses, claims, damages or liabilities to which such Placement Agent Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, other federal Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the any Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus, or any Issuer Free Writing ProspectusProspectus or any Testing-the-Waters Writing, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Placement Agent through the Representative Underwriter specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Placement Agent Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Placement Agent Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Placement Agent Underwriter consists of (i) the following information in the Final Prospectus furnished on behalf of each Placement AgentUnderwriter: the concession figure appearing in the [●] paragraph entitled “Passive Market Making” under the caption “Plan of DistributionUnderwriting” and the information contained in the [●] and [●] paragraphs under the caption “Underwriting”.

Indemnification of Company. Each Placement Agent will Underwriter will, severally and not jointly jointly, indemnify and hold harmless the Company, each of its directors and each of its officers who signs a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, a an “Placement Agent Underwriter Indemnified Party”), against any losses, claims, damages or liabilities to which such Placement Agent Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, other federal Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the any Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus, Prospectus or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Placement Agent any Underwriter through the Representative specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Placement Agent Underwriter Indemnified Party in connection with investigating investigating, preparing or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Placement Agent Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Placement Agent Underwriter consists of the following information in the Final Prospectus furnished on behalf of each Placement AgentUnderwriter: the paragraph entitled “Passive Market Making” information contained in the fourth, eleventh, twelfth, thirteenth and fourteenth paragraphs under the caption heading “Plan of DistributionUnderwriting.”.

Indemnification of Company. Each Placement Agent Underwriter will severally and not jointly indemnify and hold harmless the Company, each of its directors and each of its officers who signs a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, a an “Placement Agent Underwriter Indemnified Party”), against any losses, claims, damages or liabilities to which such Placement Agent Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, other federal Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the any Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus, the General Disclosure Package or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Placement Agent Underwriter through the Representative Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Placement Agent Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Placement Agent Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Placement Agent Underwriter consists of the following information in the Final Prospectus furnished on behalf of each Placement AgentUnderwriter: the concession and reallowance figures appearing in the paragraph entitled “Passive Market Making” under the caption “Plan of DistributionUnderwriting” and the information contained in the eleventh paragraph under the caption “Underwriting.”.

Indemnification of Company. Each Placement Agent Underwriter will severally and not jointly indemnify and hold harmless the Company, each of its directors and each of its officers who signs a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, a an “Placement Agent Underwriter Indemnified Party”), against any losses, claims, damages or liabilities to which such Placement Agent Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, other federal U.S. Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the any Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus, or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Placement Agent Underwriter through the Representative Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Placement Agent Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Placement Agent Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Placement Agent Underwriter consists of the following information in the Final Prospectus furnished on behalf of each Placement AgentUnderwriter: the concession and reallowance figures appearing in the [fourth] paragraph entitled “Passive Market Making” under the caption “Plan Underwriting”, and the information contained in the [twelfth] paragraph and in the last sentence of Distributionthe [thirteenth] paragraph under the caption “Underwriting.”.

Indemnification of Company. Each Placement Agent Underwriter will severally and not jointly indemnify and hold harmless the Company, each of its directors and each of its officers who signs a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, a an “Placement Agent Underwriter Indemnified Party”), against any losses, claims, damages or liabilities to which such Placement Agent Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, other federal Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the any Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus, or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Placement Agent Underwriter through the Representative Representatives or their counsel specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Placement Agent Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Placement Agent Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Placement Agent Underwriter consists of the following information in the Final Prospectus furnished on behalf of each Placement AgentUnderwriter: the concession and reallowance figures appearing in the paragraph entitled “Passive Market Making” under the caption “Plan of DistributionUnderwriting” and the information contained in the sixth paragraph under the caption “Underwriting.”.

Indemnification of Company. Each Placement Agent Underwriter will severally and not jointly indemnify and hold harmless the CompanyCompany and Wind LLC, each of its their respective directors and each of its their respective officers who signs a Registration Statement and each person, if any, who controls the Company or Wind LLC within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, a an “Placement Agent Underwriter Indemnified Party”), ) against any losses, claims, damages or liabilities to which such Placement Agent Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, or other federal Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any time, any Statutory Prospectus as of at any time, the Final Prospectus, Prospectus or any Issuer Free Writing Prospectus, Prospectus or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company or Wind LLC by such Placement Agent Underwriter through the Representative Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Placement Agent Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Placement Agent Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Placement Agent Underwriter consists of the following information in the Final Prospectus furnished on behalf of each Placement AgentUnderwriter: the concession figure appearing in the first sentence of the [fourth] paragraph entitled “Passive Market Making” under the caption “Plan Underwriting” and the information contained in the [eighth] paragraph (related to sales to discretionary accounts), [fourteenth and fifteenth] paragraphs (related to stabilization), [seventeenth] paragraph (related to electronic prospectus distribution) and [eighteenth and nineteenth] paragraphs (related to the activities of Distributionthe underwriters) under the caption “Underwriting”.

Indemnification of Company. Each Placement Agent Underwriter will severally and not jointly indemnify and hold harmless the Company, each of its directors and each of its officers who signs a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, a an “Placement Agent Underwriter Indemnified Party”), against any losses, claims, damages or liabilities to which such Placement Agent Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, other federal Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus, or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Placement Agent through the Representative on behalf of the Underwriters specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Placement Agent Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Placement Agent Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Placement Agent consists the Representative on behalf of the following information Underwriters is the [tenth through thirteenth] paragraphs under “Underwriting” in the Final Prospectus furnished on behalf of each Placement Agent: the paragraph entitled “Passive Market Making” under the caption “Plan of Distribution”Prospectus.

Indemnification of Company. Each Placement Agent Underwriter will severally and not jointly indemnify and hold harmless the Company, each of its directors and each of its officers who signs a signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, a an “Placement Agent Underwriter Indemnified Party”), against any losses, claims, damages or liabilities (including any loss, liability, claim, damage and expense whatsoever as incurred to the extent of the aggregate amount paid in settlement of any litigation) to which such Placement Agent Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, other federal or state statutory law or regulation Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any an untrue statement or alleged untrue statement of any a material fact contained or incorporated by reference in any part of the Registration Statement at any timeStatement, any Statutory Prospectus as of any timePreliminary Prospectus, the Final Pricing Disclosure Package or the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Act, or any bona fide electronic road show, or arise out of or are based upon the an omission or the alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made or incorporated by reference in the Registration Statement, any Preliminary Prospectus, the Pricing Disclosure Package or the Prospectus, or any amendment or supplement thereto, any Issuer Free Writing Prospectus, or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Act, or any bona fide electronic road show, in reliance upon and in conformity with written information furnished to the Company by such Placement Agent Underwriter through the Representative specifically Representatives expressly for use therein, and will reimburse any legal or other expenses reasonably incurred by such Placement Agent Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Placement Agent Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Placement Agent Underwriter consists of the following information in names and addresses of the Final Prospectus furnished on behalf of each Placement Agent: Underwriters and the paragraph entitled “Passive Market Making” [•] and [•] paragraphs under the caption “Plan of Distribution”Underwriting” in the Registration Statement, any Preliminary Prospectus, the Pricing Disclosure Package or the Prospectus.

Indemnification of Company. Each Placement Agent Purchaser will severally and not jointly indemnify and hold harmless the Company, each of its directors and each of its officers who signs a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a an “Placement Agent Purchaser Indemnified Party”), against any losses, claims, damages or liabilities to which such Placement Agent Purchaser Indemnified Party may become subject, under the Securities Act, the Exchange Act, or other federal Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any time, any Statutory Prospectus as of any time, Preliminary Offering Memorandum or the Final ProspectusOffering Memorandum, in each case as amended or supplemented, or any Issuer Free Writing ProspectusCommunication or Permitted Solicitation, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Placement Agent Purchaser through the Representative Credit Suisse specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Placement Agent Purchaser Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Placement Agent Purchaser Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Placement Agent Purchaser consists of the following information contained in the Preliminary and Final Prospectus Offering Memorandum furnished on behalf of each Placement AgentPurchaser: the paragraph entitled “Passive Market Making” under the caption “Plan of Distribution”: the information contained in the eleventh paragraph and the information concerning stabilizing transactions, syndicate covering transactions and penalty bids in accordance with Regulation M of the Exchange Act; provided, however, that the Purchasers shall not be liable for any losses, claims, damages or liabilities arising out of or based upon the Company’s failure to perform its obligations under Section 5(a) of this Agreement.

Indemnification of Company. Each The Placement Agent will severally and not jointly indemnify and hold harmless the Company, each of its directors and each of its officers who signs a the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a “Placement Agent Indemnified Party”), against any losses, claims, damages or liabilities to which such Placement Agent Indemnified Party may become subject, under the Securities Act, the Exchange Act, other federal Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus, Prospectus or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such the Placement Agent through the Representative specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Placement Agent Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Placement Agent Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any the Placement Agent consists of the following is any information in the Final Prospectus furnished on behalf of each Placement Agent: prospectus supplement dated the paragraph entitled “Passive Market Making” date hereof under the caption “Plan of Distribution”” concerning stabilization. Notwithstanding the foregoing, in no event shall any indemnity by the Placement Agent exceed the compensation received by the Placement Agent pursuant to Section 2(e).

Indemnification of Company. Each Placement Agent Underwriter will severally and not jointly indemnify and hold harmless the CompanyCompany and the Guarantors, each of its directors and each of its officers who signs a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, a an “Placement Agent Underwriter Indemnified Party”), against any losses, claims, damages or liabilities to which such Placement Agent Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, other federal Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus, or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Placement Agent Underwriter through the Representative Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Placement Agent Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Placement Agent Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Placement Agent Underwriter consists of (i) the following information in the Final Prospectus furnished on behalf of each Placement AgentUnderwriter: the concession figure appearing in the 4th paragraph entitled “Passive Market Making” under the caption “Plan of DistributionUnderwriting” and the information contained in the 10th through 12th paragraphs under the caption “Underwriting.”.

Indemnification of Company. Each Placement Agent Underwriter will severally and not jointly indemnify and hold harmless the Company, each of its directors and each of its officers who signs a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a an “Placement Agent Underwriter Indemnified Party”), against any losses, claims, damages or liabilities to which such Placement Agent Underwriter Indemnified Party may become subject, under the Securities Act, the Exchange Act, other federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any timeStatement, any Statutory Prospectus as of any time, the Final Prospectus, or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Placement Agent Underwriter through the Representative specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Placement Agent Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Placement Agent Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Placement Agent Underwriter consists of the following information in the “Underwriting” section of the Final Prospectus furnished on behalf of each Placement AgentProspectus: (i) the paragraph entitled “Passive Market Making” paragraphs under the caption heading “Plan Commissions, Discounts and Expenses” and (ii) the paragraphs under the headings (A) “Discretionary Accounts”, (B) “Price Stabilization, Short Positions and Penalty Bids” and (C) “Electronic Offer, Sale and Distribution of DistributionShares”.

Indemnification of Company. Each Placement Agent Underwriter will severally and not jointly indemnify and hold harmless the Company, each of its directors and each of its officers who signs a Registration Statement Statement, and each person, if any, who controls the Company or within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, a an “Placement Agent Underwriter Indemnified Party”), against any losses, claims, damages or liabilities to which such Placement Agent Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, other federal Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the any Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus, or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Placement Agent Underwriter through the Representative specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Placement Agent Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Placement Agent Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Placement Agent Underwriter consists of the following information in the Final Prospectus furnished on behalf of each Placement AgentUnderwriter: (i) the information relating to concession figures contained in the fourth paragraph entitled “Passive Market Making” under the caption “Plan Underwriting” and (ii) the information relating to stabilizing transactions, penalty bids and syndicate covering transactions contained in the thirteenth paragraphs under the caption “Underwriting” and in the last sentence of Distributionthe fourteenth paragraph under the caption “Underwriting.”.

Indemnification of Company. Each Placement Agent Underwriter will severally and not jointly indemnify and hold harmless the Company, each of its directors and each of its officers who signs a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, a an “Placement Agent Underwriter Indemnified Party”), ) against any losses, claims, damages or liabilities to which such Placement Agent Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, or other federal Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the any Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus, Prospectus or any Issuer Free Writing ProspectusWritten Testing-the-Waters Communication, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Placement Agent Underwriter through the Representative Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Placement Agent Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Placement Agent Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Placement Agent Underwriter consists of the following information in the Final Prospectus furnished on behalf of each Placement AgentUnderwriter: the concession and reallowance figures appearing in the sixth paragraph entitled “Passive Market Making” under the caption “Plan of DistributionUnderwriting” and the information relating to stabilizing transactions and passive market making contained in the fourteenth paragraph under the caption “Underwriting”.

Indemnification of Company. Each Placement Agent Underwriter will severally and not jointly indemnify and hold harmless the Company, each of its directors and officers, each of its officers who signs a Registration Statement the Company’s affiliates and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a an “Placement Agent Underwriter Indemnified Party”), against any losses, claims, damages or liabilities to which such Placement Agent Underwriter Indemnified Party may become subject, under the Securities Act, the Exchange Act, other federal Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus, Prospectus or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary in order to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Placement Agent through the Representative Underwriter specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Placement Agent Underwriter Indemnified Party in connection with investigating investigating, preparing or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Placement Agent Underwriter Indemnified Party is a party thereto), ) whether threatened or commenced, commenced based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Placement Agent Underwriter consists of the following information in the Preliminary and Final Prospectus furnished on behalf of each Placement Agent: the paragraph entitled “Passive Market Making” Underwriter under the caption “Plan Underwriting (Conflicts of DistributionInterest)”: paragraphs five, six, eleven, twelve, fourteen and fifteen; provided, however, that the Underwriters shall not be liable for any losses, claims, damages or liabilities arising out of or based upon the Company’s failure to perform its obligations under Section 5(a) of this Agreement.

Indemnification of Company. Each Placement Agent Underwriter will severally and not jointly indemnify and hold harmless the Company, each of its directors and each of its officers who signs a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a an “Placement Agent Underwriter Indemnified Party”), against any losses, claims, damages or liabilities to which such Placement Agent Underwriter Indemnified Party may become subject, under the Securities Act, the Exchange Act, other federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any timeStatement, any Statutory Prospectus as of any time, the Final Prospectus, or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Placement Agent Underwriter through the Representative specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Placement Agent Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Placement Agent Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Placement Agent Underwriter consists of the following information in the “Underwriting” section of the Final Prospectus furnished on behalf of each Placement AgentProspectus: (i) the second paragraph entitled “Passive Market Making” under the caption heading “Plan Discounts and Commissions” and (ii) the paragraphs under the headings (A) “Discretionary Accounts”, (B) “Price Stabilization, Short Positions and Penalty Bids” and (C) “Electronic Offer, Sale and Distribution of DistributionShares”.

Indemnification of Company. Each Placement Agent Underwriter will severally and not jointly indemnify and hold harmless the Company, each of its directors and each of its officers who signs a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, a an “Placement Agent Underwriter Indemnified Party”), against any losses, claims, damages or liabilities to which such Placement Agent Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, other federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus, or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Placement Agent Underwriter through the Representative specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Placement Agent Underwriter Indemnified Party in connection with investigating investigating, defending, settling, compromising or defending payment against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Placement Agent Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Placement Agent Underwriter consists of the following information in the Final Prospectus furnished on behalf of each Placement AgentUnderwriter: the information contained in the (1) first and third sentence in the second paragraph entitled under the heading “Underwriting commissions and discount and offering expenses,” (2) paragraph under the heading “Discretionary accounts,” and (3) first sentence under the heading “Passive Market Makingmarket making,” each under the caption “Plan of DistributionUnderwriting”. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Indemnification of Company. Each Placement Agent Underwriter will severally and not jointly indemnify and hold harmless the Company, each of its directors and each of its officers who signs a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, a an “Placement Agent Underwriter Indemnified Party”), against any losses, claims, expenses, damages or liabilities to which such Placement Agent Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, other federal Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, expenses, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus, or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Placement Agent Underwriter through the Representative Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Placement Agent Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Placement Agent Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Placement Agent Underwriter consists of the following information in the Final Prospectus furnished on behalf of each Placement Agentby the Representatives: the paragraph entitled “Passive Market Making” description of the stabilizing actions appearing in the twelfth and thirteenth paragraphs under the caption “Plan Underwriting”; as furnished by Credit Suisse Securities (USA) LLC, the information in the second sentence of Distributionthe fifth paragraph under the caption “Underwriting” and as furnished by X.X. Xxxxxx Securities LLC, the information in the third sentence of the fifth paragraph under the caption “Underwriting”; provided, however, that the Representatives shall not be liable for any losses, claims, damages or liabilities arising out of or based upon the Company’s failure to perform its obligations under Section 5(a) hereof.

Indemnification of Company. Each Placement Agent Underwriter will severally and not jointly indemnify and hold harmless the Company, each of its directors and officers, each of its officers who signs a Registration Statement the Company’s affiliates and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a an “Placement Agent Underwriter Indemnified Party”), against any losses, claims, damages or liabilities to which such Placement Agent Underwriter Indemnified Party may become subject, under the Securities Act, the Exchange Act, other federal Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus, Prospectus or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary in order to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Placement Agent through the Representative Underwriter specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Placement Agent Underwriter Indemnified Party in connection with investigating investigating, preparing or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Placement Agent Underwriter Indemnified Party is a party thereto), ) whether threatened or commenced, commenced based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Placement Agent Underwriter consists of the following information in the Preliminary and Final Prospectus furnished on behalf of each Placement Agent: the paragraph entitled “Passive Market Making” Underwriter under the caption “Plan Underwriting (Conflicts of Distribution”Interest)” in the third, twelfth, thirteenth, fourteenth and fifteenth paragraphs; provided, however, that the Underwriters shall not be liable for any losses, claims, damages or liabilities arising out of or based upon the Company’s failure to perform its obligations under Section 5(a) of this Agreement.

Indemnification of Company. Each Placement Agent will will, severally and not jointly jointly, indemnify and hold harmless the Company, each of its directors and each of its officers who signs a the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a “Placement Agent Indemnified Party”), against any losses, claims, damages or liabilities to which such Placement Agent Indemnified Party may become subject, under the Securities Act, the Exchange Act, other federal Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus, Prospectus or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Placement Agent through the Representative specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Placement Agent Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Placement Agent Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Placement Agent consists of the following information is set forth in the Final Prospectus furnished on behalf of each Placement Agent: Supplement dated the paragraph entitled “Passive Market Making” date hereof under the caption “Plan of Distribution”.

Indemnification of Company. Each Placement Agent Underwriter will severally and not jointly indemnify and hold harmless the CompanyCompany and the Guarantors, each of its directors and each of its officers who signs a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, a an “Placement Agent Underwriter Indemnified Party”), against any losses, claims, damages or liabilities to which such Placement Agent Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, other federal Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus, or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Placement Agent Underwriter through the Representative Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Placement Agent Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Placement Agent Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Placement Agent Underwriter consists of the following information in the Final Prospectus furnished on behalf of each Placement AgentUnderwriter: (i) the concession figure appearing in the 4th paragraph entitled “Passive Market Making” under the caption “Plan of DistributionUnderwriting” and (ii) the information contained in the 10th through 12th paragraphs under the caption “Underwriting.”.

Indemnification of Company. Each Placement Agent Underwriter will severally and not jointly indemnify and hold harmless the Company, each of its directors and each of its officers who signs a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, a an “Placement Agent Underwriter Indemnified Party”), against any losses, claims, damages or liabilities to which such Placement Agent Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, other federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus, or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Placement Agent Underwriter through the Representative specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Placement Agent Underwriter Indemnified Party in connection with investigating investigating, defending, settling, compromising or defending payment against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Placement Agent Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Placement Agent Underwriter consists of the following information in the Final Prospectus furnished on behalf of each Placement AgentUnderwriter: the paragraph entitled “Passive Market Making” concession and reallowance figures appearing in the first sentence under the caption “Plan of DistributionUnderwriting—Commission and Expenses”. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Indemnification of Company. Each Placement Agent Underwriter will severally and not jointly indemnify and hold harmless each of the Company, the Guarantor, each of its directors and each of its officers who signs a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, a an “Placement Agent Underwriter Indemnified Party”), against any losses, claims, damages or liabilities to which such Placement Agent Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, other federal Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus, or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Placement Agent Underwriter through the Representative Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Placement Agent Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Placement Agent Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Placement Agent Underwriter consists of the following information in the Final Prospectus furnished on behalf of each Placement Agent: the thirteenth full paragraph entitled “Passive Market Making” under the caption “Plan Underwriting”, in respect of Distribution”stabilizing and other transactions and the second sentence of the eleventh full paragraph under the caption “Underwriting,” in respect of market making by the Underwriters.

Indemnification of Company. Each Placement Agent Underwriter will severally and not jointly indemnify and hold harmless the Company, each of its directors and each of its officers who signs a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, a “Placement Agent an "Underwriter Indemnified Party”"), against any losses, claims, damages or liabilities to which such Placement Agent Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, other federal Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus, or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Placement Agent Underwriter through the Representative Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Placement Agent Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Placement Agent Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Placement Agent Underwriter consists of the following information in the Final Prospectus furnished on behalf of each Placement AgentUnderwriter: the concession figure appearing in the fifth paragraph entitled “Passive Market Making” under the caption “Plan of Distribution”"Underwriting."

Indemnification of Company. Each Placement Agent Underwriter will severally and not jointly indemnify and hold harmless the Company, each of its directors and each of its officers who signs a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a each an “Placement Agent Underwriter Indemnified Party”), against any losses, claims, damages or liabilities to which such Placement Agent Underwriter Indemnified Party may become subject, under the Securities Act, the Exchange Act, other federal Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus, or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Placement Agent through the Representative Representatives on behalf of the Underwriters specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Placement Agent Underwriter Indemnified Party in connection with investigating investigating, preparing or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Placement Agent Underwriter Indemnified Party is a party thereto), ) whether threatened or commenced, commenced based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Placement Agent the Representatives on behalf of the Underwriters consists of the following information in the Final Prospectus furnished by the Representatives on behalf of each Placement Agentthe Underwriters: the paragraph entitled “Passive Market Making” paragraphs three and six under the caption “Plan of DistributionUnderwriting.”.

Indemnification of Company. Each Placement Agent Underwriter will severally and not jointly indemnify and hold harmless the Company, each of its directors and each of its officers who signs a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, a an “Placement Agent Underwriter Indemnified Party”), against any losses, claims, damages or liabilities to which such Placement Agent Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, other federal Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the any Registration Statement at any time, any Statutory Prospectus as of any time, the Final ProspectusProspectuses, or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Placement Agent Underwriter through the Representative Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Placement Agent Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Placement Agent Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Placement Agent Underwriter consists of the following information in the Final Prospectus Prospectuses furnished on behalf of each Placement AgentUnderwriter: the paragraph entitled “Passive Market Making” third, tenth and twelfth paragraphs under the caption “Plan of DistributionUnderwriting.”.

Indemnification of Company. Each Placement Agent will The Underwriters will, severally and not jointly jointly, indemnify and hold harmless the Company, each of its directors and each of its officers who signs a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, a an “Placement Agent Underwriter Indemnified Party”), against any losses, claims, expenses, damages or liabilities to which such Placement Agent Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, other federal Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, expenses, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus, or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Placement Agent through the Representative Underwriters specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Placement Agent Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Placement Agent Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Placement Agent Underwriter consists of the following information in the Final Prospectus furnished on behalf of each Placement Agentby the Underwriters: the paragraph entitled “Passive Market Making” description of the stabilizing actions appearing in the thirteenth and fourteenth paragraphs under the caption “Plan Underwriting”; the description of Distributionselling concessions appearing in the fourth paragraph under the caption “Underwriting”; the information in the second sentence of the fifth paragraph under the caption “Underwriting”; provided, however, that the Underwriters shall not be liable for any losses, claims, damages or liabilities arising out of or based upon the Company’s failure to perform its obligations under Section 5(a) hereof.

Indemnification of Company. Each Placement Agent Underwriter will severally and not jointly indemnify and hold harmless the Company, each of its directors and each of its officers who signs a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, a an “Placement Agent Underwriter Indemnified Party”), ) against any losses, claims, damages or liabilities to which such Placement Agent Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, other federal federal, state or state foreign statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any time, any Statutory Prospectus as of at any time, the Final Prospectus, Prospectus or any Issuer Free Writing Prospectus, Prospectus or any amendment or supplement thereto or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Placement Agent Underwriter through the Representative Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Placement Agent Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Placement Agent Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Placement Agent Underwriter consists of the following information in the Final Prospectus furnished on behalf of each Placement AgentUnderwriter: the paragraph entitled “Passive Market Making” concession and reallowance figures appearing in the [fourth] paragraph, sales to discretionary accounts appearing in the [sixth] paragraph, information contained in the [thirteenth] paragraph, the information discussing possible stabilization measures appearing in the [fifteenth and sixteenth] paragraphs and the information on electronic distribution in the seventeenth paragraph, in each case under the caption “Plan of DistributionUnderwriting”.