Common use of Indemnification of Dealer-Manager Clause in Contracts

Indemnification of Dealer-Manager. The Company agrees to indemnify, defend and hold harmless the Dealer-Manager, each of its directors, officers, employees and each person, if any, who controls, is controlled by or is under common control with, the Dealer-Manager within the meaning of Section 15 of the 1933 Act (collectively, the “Dealer-Manager Indemnified Parties”) from and against any and all losses, claims, damages or liabilities, joint or several, whatsoever (including any investigation, legal or other expenses incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted) to which the Dealer-Manager Indemnified Parties may become subject, arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any Private Placement Memorandum, or any marketing literature or materials distributed on behalf of the Company with respect to the securities covered by the Private Placement Memorandum (the “Covered Documents”) or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Dealer-Manager for any legal or other expenses reasonably incurred by the Dealer-Manager in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Covered Documents about the Dealer-Manager in reliance upon and in conformity with written information furnished to the Company by the Dealer-Manager expressly for use therein. In no case is the indemnity by the Company in favor of the Dealer-Manager or any other person to be deemed to protect the Dealer-Manager or any other person against any liability to the Company or its shareholders to which the Dealer-Manager or such person otherwise would be subject by reason of willful misfeasance, bad faith, or gross negligence, in the performance of its duties, or by reason of its reckless disregard of its obligations and duties under this Agreement.

Indemnification of Dealer-Manager. The To the extent permitted by the Company’s limited liability company agreement, as amended and restated, and applicable law, the Company agrees to indemnify, defend and hold harmless the Dealer-Dealer Manager, the Intermediaries, and each of its the Dealer Manager’s directors, officers, employees and each person, if any, who controls, is controlled by or is under common control with, controls the Dealer-Dealer Manager within the meaning of Section 15 of the 1933 Act (collectively, the “Dealer-Manager Indemnified Parties”) ), from and against any and all losses, claims, damages or liabilities, joint or several, whatsoever (including any investigation, legal or other expenses incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted) to which the Dealer-Manager Indemnified Parties may become subject, arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any the Private Placement Memorandum, or any marketing and all printed sales literature or other materials distributed on behalf of which have been approved in advance in writing by the Company with respect to for use in the securities covered offering of Shares, prepared by the Private Placement Memorandum Company and any of its affiliates (excluding the Dealer Manager) specifically for use with potential investors in connection with the offering of Shares (the “Covered Documents”) or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading, and will reimburse the Dealer-Dealer Manager and the Indemnified Parties for any legal or other expenses reasonably incurred by the Dealer-Dealer Manager or the Indemnified Parties in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Covered Documents about the Dealer-Dealer Manager in reliance upon and in conformity with written information furnished to the Company by the Dealer-Dealer Manager expressly for use thereintherein and, further, the Company will not be liable for the portion of any loss, claim, damage or liability in any such case if it is determined that such Indemnified Person or the Dealer Manager was at fault in connection with such portion of the loss, claim, damage or liability, expense or action. In no case The foregoing indemnity agreement of this Section is subject to the further condition that, insofar as it relates to any untrue statement or omission made in the Private Placement Memorandum that was eliminated or remedied in any subsequent amendment or supplement thereto, such indemnity agreement shall not inure to the benefit of an Indemnified Party from whom the person asserting any loss, claim, damage or liability, purchased the Shares that are the subject thereof, if a copy of the Private Placement Memorandum was not sent or given to such person at or prior to the time the subscription of such person was accepted by the Company in favor Company, but only if a copy of the Dealer-Private Placement Memorandum had been supplied to the Dealer Manager or any other person the Intermediary prior to be deemed to protect the Dealer-Manager or any other person against any liability to the Company or its shareholders to which the Dealer-Manager or such person otherwise would be subject by reason of willful misfeasance, bad faith, or gross negligence, in the performance of its duties, or by reason of its reckless disregard of its obligations and duties under this Agreementacceptance.