Common use of Indemnification of Initial Purchaser Clause in Contracts

Indemnification of Initial Purchaser. Each of the Issuers and the Subsidiary Guarantors shall, jointly and severally, without limitation as to time, indemnify and hold harmless the Initial Purchaser and each person, if any, who controls (within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act) the Initial Purchaser (any of such persons being hereinafter referred to as a "Controlling Person"), and the respective officers, directors, partners, employees, representatives and agents of the Initial Purchaser and any such Controlling Person (collectively, the "Purchaser Indemnified Parties"), to the fullest extent lawful, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, costs of preparation and reasonable attorneys' fees) and expenses including, without limitation, costs and expenses incurred in connection with investigating, preparing, pursuing or defending against any of the foregoing (collectively, "Losses"), as incurred, directly or indirectly caused by, related to, based upon, arising out of or in connection with (i) any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Circular or the Offering Circular (or any amendment or supplement thereto) or (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, that neither of the Issuers nor any Subsidiary Guarantor shall be liable under the indemnity provided in this Section 8(a) to any Purchaser Indemnified Party for any Losses that (A) result solely from an untrue statement of a material fact contained in, or the omission of a material fact from, any Preliminary Offering Circular, which untrue statement or omission was corrected in the Offering Circular (as then amended or supplemented) if it shall have been determined by a court of competent jurisdiction by final and nonappealable judgment that (1) such Purchaser Indemnified Party sold the Notes to the person alleging such Loss and failed to send or give, at or prior to the written confirmation of such sale, a copy of the Offering Circular (as then amended or supplemented), if required by law to have so delivered it, and (2) the Issuers had previously furnished copies of the corrected Offering Circular to such Purchaser Indemnified Party within a reasonable amount of time prior to such sale or such confirmation, and (3) the corrected Offering Circular, if delivered, would have been a complete defense against the person asserting such Loss; or (B) are based on an untrue statement or omission or alleged untrue statement or omission made in reliance on and in conformity with the Furnished Information. The parties hereto agree that the only information furnished in writing to the Issuers by the Initial Purchaser specifically for inclusion in the Preliminary Offering Circular or the Offering Circular is the Furnished Information. The Issuers shall notify the Initial Purchaser promptly of the institution, threat or assertion of any Proceeding of which either of the Issuers or any Subsidiary is aware in connection with the matters addressed by this Agreement which involves either of the Issuers, any of the Subsidiaries or any of the Purchaser Indemnified Parties.

Indemnification of Initial Purchaser. Each The Company and each of the Issuers and the Subsidiary Guarantors shall, jointly and severally, without limitation as to time, indemnify and hold harmless the Initial Purchaser and each person, if any, who controls (within the meaning of Section 15 of the Securities Act or Section 20(a) 20 of the Exchange Act) the Initial Purchaser (any of such persons being hereinafter referred to as a "Controlling Person"“controlling person”), and the respective officers, directors, partners, employees, representatives partners and agents employees of the Initial Purchaser and any such Controlling Person controlling person (collectively, the "“Purchaser Indemnified Parties"”), to the fullest extent lawful, from and against any and all losses, claims, damages, damages and liabilities, and will reimburse promptly upon demand the Purchaser Indemnified Parties for all costs and expenses (including, without limitation, costs of preparation and reasonable attorneys' fees) ’ fees and expenses including, without limitation, other costs and expenses reasonably incurred in connection with investigating, preparing, pursuing or defending against any of the foregoing foregoing) (such losses, claims, damages, liabilities, costs and expenses, collectively, "“Losses"), as incurred, ”) directly or indirectly caused by, related to, based upon, upon or arising out of or in connection with (i) any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Circular Time of Sale Document, any Company Additional Written Communication or the Final Offering Circular Memorandum (or any amendment or supplement thereto) or (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, that neither of the Issuers Company nor any Subsidiary Guarantor shall be liable under the indemnity provided in this Section 8(a) to any Purchaser Indemnified Party for any Losses that (A) result solely from an untrue statement of a material fact contained in, or the omission of a material fact from, any Preliminary Offering Circular, which untrue statement or omission was corrected in the Offering Circular (as then amended or supplemented) if it shall have been determined by a court of competent jurisdiction by final and nonappealable judgment that (1) such Purchaser Indemnified Party sold the Notes to the person alleging such Loss and failed to send or give, at or prior to the written confirmation of such sale, a copy of the Offering Circular (as then amended or supplemented), if required by law to have so delivered it, and (2) the Issuers had previously furnished copies of the corrected Offering Circular to such Purchaser Indemnified Party within a reasonable amount of time prior to such sale or such confirmation, and (3) the corrected Offering Circular, if delivered, would have been a complete defense against the person asserting such Loss; or (B) are based on an untrue statement or omission or alleged untrue statement or omission made in reliance on and in conformity with the Furnished Information. The parties hereto agree that the only information furnished in writing to the Issuers by the Initial Purchaser specifically for inclusion in the Preliminary Offering Circular or the Offering Circular is the Furnished Information. The Issuers shall notify the Initial Purchaser promptly of the institution, threat or assertion of any Proceeding of which either of the Issuers or any Subsidiary is aware in connection with the matters addressed by this Agreement which involves either of the Issuers, any of the Subsidiaries or any of the Purchaser Indemnified Parties.

Indemnification of Initial Purchaser. Each of the Issuers and the Subsidiary Guarantors shall, jointly and severally, without limitation as The Company agrees to time, indemnify and hold harmless the Initial Purchaser, each agent, employee, officer and director of the Initial Purchaser and each person, if any, who controls (any of the foregoing persons within the meaning of Section 15 of the 1933 Act or Section 20(a) 20 of the Exchange 1934 Act) , and each agent, employee, officer and director of any such controlling person (each of the foregoing, an "Initial Purchaser (any of such persons being hereinafter referred to as a "Controlling Indemnified Person"), and the respective officers, directors, partners, employees, representatives and agents of the Initial Purchaser and any such Controlling Person (collectively, the "Purchaser Indemnified Parties"), to the fullest extent lawful, ) from and against any and all losses, claims, damages, liabilities, costs liabilities and expenses (including, without limitation, including reasonable costs of preparation and reasonable attorneys' feesinvestigation) and expenses including, without limitation, costs and expenses incurred in connection with investigating, preparing, pursuing or defending against any of the foregoing (collectively, "Losses"), as incurred, directly or indirectly caused by, related to, based upon, arising out of or in connection with (i) based upon any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Circular Memorandum or the Offering Circular (Memorandum or in any amendment or supplement thereto) , or (ii) arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements thereintherein not misleading, except insofar as such losses, claims, damages, liabilities or expenses arise out of or are based upon any untrue statement or omission or alleged untrue statement or omission which has been made therein or omitted therefrom in reliance upon and in conformity with the light information furnished in writing to the Company by or on behalf of the circumstances under which they were made, not misleadingInitial Purchaser expressly for use therein; provided, however, that neither the indemnification contained in this paragraph (a) with respect to the Preliminary Offering Memorandum shall not inure to the benefit of the Issuers nor Initial Purchaser (or to the benefit of any Subsidiary Guarantor shall be liable under Initial Purchaser Indemnified Person) on account of any such loss, claim, damage, liability or expense arising from the indemnity provided in this Section 8(a) sale of Original Securities by the Initial Purchaser to any Purchaser Indemnified Party for any Losses that (A) result solely from an person if the untrue statement or alleged untrue statement or omission or alleged omission of a material fact contained in, or in the omission of a material fact from, any Preliminary Offering Circular, which untrue statement or omission Memorandum was corrected in the Offering Circular (as then amended Memorandum and the Initial Purchaser sold Original Securities to that person without sending or supplemented) if it shall have been determined by a court of competent jurisdiction by final and nonappealable judgment that (1) such Purchaser Indemnified Party sold the Notes to the person alleging such Loss and failed to send or give, giving at or prior to the written confirmation of such sale, a copy of the Offering Circular Memorandum (as then amended or supplemented), ) if required by law to have so delivered it, and (2) the Issuers had Company has previously furnished sufficient copies of the corrected Offering Circular thereof to such Purchaser Indemnified Party within a reasonable amount of time prior to such sale or such confirmation, and (3) the corrected Offering Circular, if delivered, would have been a complete defense against the person asserting such Loss; or (B) are based on an untrue statement or omission or alleged untrue statement or omission made in reliance on and in conformity with the Furnished Information. The parties hereto agree that the only information furnished in writing to the Issuers by the Initial Purchaser specifically for inclusion in the Preliminary Offering Circular or the Offering Circular is the Furnished Informationon a timely basis. The Issuers foregoing indemnity agreement shall notify be in addition to any liability which the Initial Purchaser promptly of the institution, threat or assertion of any Proceeding of which either of the Issuers or any Subsidiary is aware in connection with the matters addressed by this Agreement which involves either of the Issuers, any of the Subsidiaries or any of the Purchaser Indemnified PartiesCompany may otherwise have.

Indemnification of Initial Purchaser. Each of the Issuers and the Subsidiary Guarantors shall, jointly and severally, without limitation as to time, indemnify and hold harmless the Initial Purchaser and each person, if any, who controls (within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act) the Initial Purchaser (any of such persons being hereinafter referred to as a "Controlling Person"“controlling person”), and the respective officers, directors, partners, employees, representatives and agents of the Initial Purchaser and any such Controlling Person controlling person (collectively, with the "Initial Purchaser, the “Purchaser Indemnified Parties"”), to the fullest extent lawful, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, costs of preparation and reasonable attorneys' ’ fees) and expenses (including, without limitation, costs and expenses incurred in connection with investigating, preparing, pursuing or defending against any of the foregoing foregoing) (collectively, "“Losses"”), as incurred, directly or indirectly caused by, related to, based upon, arising out of or in connection with (i) any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Circular or the Offering Circular (or any amendment or supplement thereto) or (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, that neither none of the Issuers nor any Subsidiary Guarantor shall be liable under the indemnity provided in this Section 8(a) to any Purchaser Indemnified Party for any Losses that (A) result solely from an untrue statement of a material fact contained in, or the omission of a material fact from, any Preliminary Offering Circular, which untrue statement or omission was completely corrected in the Offering Circular (as then amended or supplemented) if it shall have been determined by a court of competent jurisdiction by final and nonappealable judgment that (1) such Purchaser Indemnified Party sold the Notes to the person alleging such Loss and failed to send or give, at or prior to the written confirmation of such sale, a copy of the Offering Circular (as then amended or supplemented), if required by law to have so delivered it, and (2) the Issuers had previously furnished copies of the corrected Offering Circular to such Purchaser Indemnified Party within a reasonable amount of time prior to such sale or such confirmation, and (3) the corrected Offering Circular, if delivered, would have been a complete defense against the person asserting such Loss; or (B) are based on an untrue statement or omission or alleged untrue statement or omission made in reliance on and in conformity with the Furnished Information. The parties hereto agree that the only information furnished in writing to the Issuers by the Initial Purchaser specifically for inclusion in the Preliminary Offering Circular or the Offering Circular is the Furnished Information. The Issuers shall notify the Initial Purchaser promptly of the institution, threat or assertion of any Proceeding of which either of the Issuers or any Subsidiary Guarantor is aware in connection with the matters addressed by this Agreement which involves either any of the Issuers, any of the Subsidiaries Guarantors or any of the Purchaser Indemnified Parties.

Indemnification of Initial Purchaser. Each of the Issuers and the Subsidiary Guarantors Majestic Entities shall, jointly and severally, without limitation as to time, indemnify and hold harmless the Initial Purchaser and each person, if any, who controls (within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act) the Initial Purchaser (any of such persons being hereinafter referred to as a "Controlling PersonCONTROLLING PERSON"), and the respective officers, directors, partners, employees, representatives and agents of the Initial Purchaser and any such Controlling Person controlling person (collectively, the "Purchaser Indemnified PartiesPURCHASER INDEMNIFIED PARTIES"), to the fullest extent lawful, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, costs of preparation and reasonable attorneys' fees) and expenses (including, without limitation, costs and expenses incurred in connection with investigating, preparing, pursuing or defending against any of the foregoing foregoing) (collectively, "LossesLOSSES"), as incurred, directly or indirectly caused by, related to, based upon, arising out of or in connection with (i) any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Circular or the Offering Circular (or any amendment or supplement thereto) or (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, that neither of the Issuers nor any Subsidiary Guarantor shall be liable under the indemnity provided in this Section 8(a) to any Purchaser Indemnified Party for any Losses that (A) result solely from an untrue statement of a material fact contained in, or the omission of a material fact from, any Preliminary Offering Circular, which untrue statement or omission was corrected in the Offering Circular (as then amended or supplemented) if it shall have been determined by a court of competent jurisdiction by final and nonappealable judgment that (1) such Purchaser Indemnified Party sold the Notes to the person alleging such Loss and failed to send or give, at or prior to the written confirmation of such sale, a copy of the Offering Circular (as then amended or supplemented), if required by law to have so delivered it, and (2) the Issuers had previously furnished copies of the corrected Offering Circular to such Purchaser Indemnified Party within a reasonable amount of time prior to such sale or such confirmation, and (3) the corrected Offering Circular, if delivered, would have been a complete defense against the person asserting such Loss; or (B) are based on an untrue statement or omission or alleged untrue statement or omission made in reliance on and in conformity with the Furnished Information. The parties hereto agree that the only information furnished in writing to the Issuers by the Initial Purchaser specifically for inclusion in the Preliminary Offering Circular or the Offering Circular is the Furnished Information. The Issuers shall notify the Initial Purchaser promptly of the institution, threat or assertion of any Proceeding of which either of the Issuers or any Subsidiary is aware in connection with the matters addressed by this Agreement which involves either of the Issuers, any of the Subsidiaries or any of the Purchaser Indemnified Parties.

Indemnification of Initial Purchaser. Each of the The Issuers and the Subsidiary Guarantors shalleach Guarantor, jointly and severally, without limitation as to time, shall indemnify and hold harmless the Initial Purchaser and each person, if any, who controls (the Initial Purchaser within the meaning of the Securities Act (collectively referred to for the purposes of this Section 15 of 8 as the Initial Purchaser) against any loss, claim, damage or liability, joint or several, or any action in respect thereof, to which that Initial Purchaser may become subject, under the Securities Act or Section 20(a) of the Exchange Act) the Initial Purchaser (any of otherwise, insofar as such persons being hereinafter referred to as a "Controlling Person")loss, and the respective officersclaim, directorsdamage, partners, employees, representatives and agents of the Initial Purchaser and any such Controlling Person (collectively, the "Purchaser Indemnified Parties"), to the fullest extent lawful, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, costs of preparation and reasonable attorneys' fees) and expenses including, without limitation, costs and expenses incurred in connection with investigating, preparing, pursuing liability or defending against any of the foregoing (collectively, "Losses"), as incurred, directly or indirectly caused by, related to, based upon, arising action arises out of or in connection with is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Circular Memorandum or the Offering Circular (Memorandum or in any amendment or supplement thereto) thereto or (ii) any the omission or alleged omission to state therein in the Preliminary Offering Memorandum or the Offering Memorandum or in any amendment or supplement thereto a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, therein not misleading, and shall reimburse the Initial Purchaser for any legal or other expenses reasonably incurred by the Initial Purchaser in connection with investigating or preparing to defend or defending against or appearing as a third party witness in connection with any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that neither the foregoing indemnification agreement with respect to the Preliminary Offering Memorandum shall not inure to the benefit of the Issuers nor Initial Purchaser from whom the person asserting any Subsidiary Guarantor shall be liable under the indemnity provided in this Section 8(asuch loss, claim, damage or liability purchased Securities, if (i) to any Purchaser Indemnified Party for any Losses that (A) result solely from an untrue statement a copy of a material fact contained in, or the omission of a material fact from, any Preliminary Offering Circular, which untrue statement or omission was corrected in the Offering Circular Memorandum (as then amended or supplemented) if it shall have been determined was required by a court of competent jurisdiction by final and nonappealable judgment that (1) law to be delivered to such Purchaser Indemnified Party sold the Notes to the person alleging such Loss and failed to send or give, at or prior to the written confirmation of the sale of Securities to such saleperson, (ii) a copy of the Offering Circular Memorandum (as then amended or supplemented), if required ) was not sent or given to such person by law to have so delivered it, or on behalf of Initial Purchaser and (2iii) the Issuers had previously furnished copies of Offering Memorandum (as so amended or supplemented) would have cured the corrected Offering Circular defect giving rise to such Purchaser Indemnified Party within a reasonable amount loss, claim, damage or liability; and further provided, however, that the Issuers and the Guarantors shall not be liable in any such case to the extent that any such loss, claim, damage, liability or action arises out of time prior to such sale or such confirmation, and is based upon (3i) the corrected Offering Circular, if delivered, would have been a complete defense against the person asserting such Loss; or (B) are based on an untrue statement or alleged untrue statement in or omission or alleged untrue statement omission from the Preliminary Offering Memorandum or omission made the Offering Memorandum or any such amendment or supplement in reliance on upon and in conformity with the Furnished Information. The parties hereto agree that the only written information furnished in writing to the Issuers by and the Guarantors through the Initial Purchaser specifically for inclusion in use therein, which information the Preliminary Offering Circular or the Offering Circular parties hereto agree is the Furnished Information. The Issuers shall notify limited to the Initial Purchaser promptly of the institution, threat or assertion of any Proceeding of which either of the Issuers or any Subsidiary is aware in connection with the matters addressed by this Agreement which involves either of the Issuers, any of the Subsidiaries or any of the Purchaser Indemnified PartiesPurchaser's Information.

Indemnification of Initial Purchaser. Each of the Issuers, Parent and DJL shall, and each of the Issuers and shall cause the Subsidiary Guarantors shallGuarantors, if any, to, jointly and severally, without limitation as to time, indemnify and hold harmless the Initial Purchaser and each person, if any, who controls (within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act) the Initial Purchaser (any of such persons being hereinafter referred to as a "Controlling Person"“controlling person”), and the respective officers, directors, partners, employees, representatives and agents of the Initial Purchaser and any such Controlling Person controlling person (collectivelycollectively with the Initial Purchaser, the "“Purchaser Indemnified Parties"”), to the fullest extent lawful, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, costs of preparation and reasonable attorneys' ’ fees) and expenses (including, without limitation, costs and expenses incurred in connection with investigating, preparing, pursuing or defending against any of the foregoing foregoing) (collectively, "“Losses"”), as incurred, directly or indirectly caused by, related to, based upon, arising out of or in connection with (i) any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Circular Term Sheet or the Offering Circular (or any amendment or supplement thereto) or and (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, that neither none of the Issuers nor Issuers, Parent, DJL or any Subsidiary Guarantor shall be liable under the indemnity provided in this Section 8(a) to any Purchaser Indemnified Party for any Losses that (A) result solely from an untrue statement of a material fact contained in, or the omission of a material fact from, any Preliminary Offering CircularTerm Sheet, which untrue statement or omission was completely corrected in the Offering Circular (as then amended or supplemented) if it shall have been determined by a court of competent jurisdiction by final and nonappealable judgment that (1) such Purchaser Indemnified Party sold the Notes to the person alleging such Loss and failed to send or give, at or prior to the written confirmation of such sale, a copy of the Offering Circular (as then amended or supplemented), if required by law to have so delivered it, and (2) the Issuers had previously furnished copies of the corrected Offering Circular to such Purchaser Indemnified Party within a reasonable amount of time prior to such sale or such confirmation, and (3) the corrected Offering Circular, if delivered, would have been a complete defense against the person asserting such Loss; or (B) are based on an untrue statement or omission or alleged untrue statement or omission made in reliance on and in conformity with the Furnished Information. The parties hereto agree that None of the only information furnished in writing to the Issuers by the Initial Purchaser specifically for inclusion in the Preliminary Offering Circular Issuers, Parent, DJL or the Offering Circular is the Furnished InformationGuarantors (if any) shall be liable under this Section 8 for any settlement of any claim or action (other than settlements permitted by Section 8(b)(3)) effected without its prior written consent, which consent shall not be unreasonably withheld. The Issuers shall notify the Initial Purchaser promptly of the institution, threat or assertion of any Proceeding of which either of the Issuers or any Subsidiary is aware in connection with the matters addressed by this Agreement which involves either of the Issuers, Parent, DJL, any of the Subsidiaries Guarantors (if any) or any of the Purchaser Indemnified Parties.

Indemnification of Initial Purchaser. Each of the Issuers and the Subsidiary Guarantors shall, jointly and severally, without limitation as to time, indemnify and hold harmless the Initial Purchaser and each person, if any, who controls (within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act) the Initial Purchaser (any of such persons being hereinafter referred to as a "Controlling Person"“controlling person”), and the respective officers, directors, partners, employees, representatives and agents of the Initial Purchaser and any such Controlling Person controlling person (collectively, the "“Purchaser Indemnified Parties"”), to the fullest extent lawful, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, costs of preparation and reasonable attorneys' ’ fees) and expenses (including, without limitation, costs and expenses incurred in connection with investigating, preparing, pursuing or defending against any of the foregoing foregoing) (collectively, "“Losses"”), as incurred, directly or indirectly caused by, related to, based upon, arising that arise out of or in connection with are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Circular or the Offering Circular Memorandum (or any amendment or supplement thereto) or (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, provided that neither of the Issuers nor any Subsidiary Guarantor shall be liable under the indemnity provided in this Section 8(a) to any Purchaser Indemnified Party for any Losses that (A) result solely from an untrue statement of a material fact contained in, or the omission of a material fact from, any Preliminary Offering Circular, which untrue statement or omission was corrected in the Offering Circular (as then amended or supplemented) if it shall have been determined by a court of competent jurisdiction by final and nonappealable judgment that (1) such Purchaser Indemnified Party sold the Notes to the person alleging such Loss and failed to send or give, at or prior to the written confirmation of such sale, a copy of the Offering Circular (as then amended or supplemented), if required by law to have so delivered it, and (2) the Issuers had previously furnished copies of the corrected Offering Circular to such Purchaser Indemnified Party within a reasonable amount of time prior to such sale or such confirmation, and (3) the corrected Offering Circular, if delivered, would have been a complete defense against the person asserting such Loss; or (B) are based on an untrue statement or omission or alleged untrue statement or omission or alleged omission made in reliance on and in conformity with the Furnished Information. The parties hereto agree that the only information furnished in writing to the Issuers by the Initial Purchaser specifically for inclusion in the Preliminary Offering Circular or the Offering Circular is the Furnished Information. The Issuers shall notify the Initial Purchaser promptly of the institution, threat or assertion of any Proceeding of which either of the Issuers or any Subsidiary is aware in connection with the matters addressed by this Agreement which involves either of the Issuers, any of the Subsidiaries or any of the Purchaser Indemnified Parties.