Common use of Indemnification of Initial Purchaser Clause in Contracts

Indemnification of Initial Purchaser. The Company agrees to indemnify and hold harmless the Initial Purchaser and each person, if any, who controls the Initial Purchaser within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act to the extent and in the manner set forth in clauses (i), (ii) and (iii) below. (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, resulting from any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Offering Memorandum or the Final Offering Memorandum (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 7(d) below) any such settlement is effected with the written consent of the Company; and (iii) against any and all expense whatsoever, as incurred (including the reasonable fees and disbursements of counsel chosen by the Initial Purchaser), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to (i) any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by the Initial Purchaser expressly for use in the Offering Memorandum (or any amendment or supplement thereto) and (ii) any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission in the Preliminary Offering Memorandum that is correct in the Final Offering Memorandum if the person asserting any such loss, liability, claim, damage or expense purchased any of the Securities from the Initial Purchaser but was not sent or given a copy of the Final Offering Memorandum, at or prior to the written confirmation of the sale of such Securities to such person unless (A) the Company has not complied with Section 3(a) of this Agreement and (B) any such untrue statement or omission or alleged untrue statement or omission in the Preliminary Offering Memorandum has not been corrected in the Final Offering Memorandum.

Indemnification of Initial Purchaser. The Company agrees Offerors agree to jointly and severally indemnify and hold harmless each the Initial Purchaser and each person, if any, who controls the Initial Purchaser within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act to the extent and in the manner set forth in clauses (i), (ii) and (iii) below.as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, resulting from arising out of any untrue statement or alleged untrue statement of a material fact contained included in any Preliminary Offering Memorandum or the Final Offering Memorandum (or any amendment or supplement thereto), ) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 7(d) below) any such settlement is effected with the written consent of the CompanyOfferors; and (iii) against any and all expense whatsoever, as incurred (including including, subject to the reasonable third sentence of Section 7(c) hereof, the fees and disbursements of counsel chosen by the Initial Purchaser), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to (i) any loss, liability, claim, damage or expense to the extent (i) arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company Offerors by the Initial Purchaser expressly for use in the Offering Memorandum (or any amendment or supplement thereto) and or (ii) any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission in the Preliminary Offering Memorandum that is correct in the Final Offering Memorandum if the person asserting any such loss, liability, claim, damage or expense purchased any of the Securities resulting from the fact that one or more Initial Purchaser but sold Capital Securities to a person to whom there was not sent or given a copy of the Final Offering Memorandum, at or prior to the written confirmation of the sale of such Securities to such person unless (A) the Company has not complied with Section 3(a) of this Agreement and (B) any such untrue statement or omission or alleged untrue statement or omission in the Preliminary Offering Memorandum has not been corrected in or of the Final Offering MemorandumMemorandum as then amended or supplemented (excluding documents incorporated by reference) if the Offerors previously have furnished copies thereof to the Initial Purchaser.

Indemnification of Initial Purchaser. The Company agrees Issuers agree, jointly and severally, to indemnify and hold harmless the Initial Purchaser and each person, if any, who controls the Initial Purchaser within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act to the extent and in the manner set forth in clauses (i), (ii) and (iii) below.as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, resulting from arising out of any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Offering Memorandum or the Final Offering Memorandum (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided PROVIDED that (subject to Section 7(d) below) any such settlement is effected with the written consent of the Company; and (iii) against any and all expense whatsoever, as incurred (including the reasonable fees and disbursements of counsel chosen by the Initial PurchaserXxxxxxx Xxxxx), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; providedPROVIDED, howeverHOWEVER, that this indemnity agreement shall not apply to (i) any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Initial Purchaser in writing expressly for use in the Offering Memorandum (or any amendment or supplement thereto) and (ii) any lossPROVIDED, liabilityFURTHER, claim, damage or expense that the Issuers will not be liable to the extent arising out of any untrue statement or omission or alleged untrue statement or omission in the Preliminary Offering Memorandum that is correct in the Final Offering Memorandum if the person asserting Initial Purchaser hereunder with respect to any such loss, liability, claim, damage or expense purchased any of that resulted from the Securities from fact that the Initial Purchaser but was not sent sold Securities to a person to whom the Initial Purchaser failed to send or given give, at or prior to the Closing Time, a copy of the Final Offering Memorandum, at as then amended or prior supplemented, if the Issuers have previously furnished copies thereof (sufficiently in advance of the Closing Time to allow for distribution by the Closing Time) to the written confirmation Initial Purchaser and the loss, liability, claim, damage or expense of the sale of such Securities to such person unless (A) the Company has not complied with Section 3(a) of this Agreement and (B) any such Initial Purchaser resulted from an untrue statement or omission or alleged untrue statement or omission of a material fact contained in or omitted from the Preliminary Offering Memorandum has not been that was corrected in the Final Offering MemorandumMemorandum or, if applicable, amended or supplemented prior to the Closing Time.

Indemnification of Initial Purchaser. The Company agrees to indemnify and hold harmless the Initial Purchaser and each person, if any, who controls the Initial Purchaser within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act to the extent and in the manner set forth in clauses (i), (ii) and (iii) below.as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, resulting from arising out of any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Offering Memorandum or the Final Offering Memorandum (or any amendment or supplement thereto)) or in any Additional Information, or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 7(d) below) any such settlement is effected with the written consent of the Company; and (iii) against any and all expense whatsoever, as incurred (including the reasonable fees and disbursements of counsel chosen by the Initial Purchaser), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to (i) any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by the Initial Purchaser expressly for use in the Offering Memorandum (or any amendment or supplement thereto) and (ii) any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission in the Preliminary Offering Memorandum that is correct in the Final Offering Memorandum if the person asserting any such loss, liability, claim, damage or expense purchased any of the Securities from the Initial Purchaser but was not sent or given a copy of the Final Offering Memorandum, at or prior to the written confirmation of the sale of such Securities to such person unless (A) the Company has not complied with Section 3(a) of this Agreement and (B) any such untrue statement or omission or alleged untrue statement or omission in the Preliminary Offering Memorandum has not been corrected in the Final Offering Memorandum).

Indemnification of Initial Purchaser. The Company agrees Company, the Operating Partnership and the Advisor agree, jointly and severally, to indemnify and hold harmless the Initial Purchaser Purchaser, its affiliates, its selling agents and each person, if any, who controls the Initial Purchaser within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act to the extent and in the manner set forth in clauses (i), (ii) and (iii) below.as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, resulting from arising out of any untrue statement or alleged untrue statement of a material fact contained included in any (A) the Preliminary Offering Memorandum Memorandum, the Pricing Disclosure Package or the Final Offering Memorandum (or any amendment or supplement thereto), or (B) in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Securities (“Marketing Materials”), including any road show or investor presentation made to investors by the Company (whether in person or electronically), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 7(d) below) any such settlement is effected with the written consent of the Company; and (iii) against any and all expense whatsoever, as incurred (including the reasonable fees and disbursements of counsel chosen by the Initial Purchaser), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to (i) any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by Preliminary Offering Memorandum, the Initial Purchaser expressly for use in Pricing Disclosure Package or the Final Offering Memorandum (or any amendment or supplement thereto) in reliance upon and (ii) any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission in the Preliminary Offering Memorandum that is correct in the Final Offering Memorandum if the person asserting any such loss, liability, claim, damage or expense purchased any of the Securities from conformity with the Initial Purchaser but was not sent or given a copy of the Final Offering Memorandum, at or prior to the written confirmation of the sale of such Securities to such person unless (A) the Company has not complied with Section 3(a) of this Agreement and (B) any such untrue statement or omission or alleged untrue statement or omission in the Preliminary Offering Memorandum has not been corrected in the Final Offering MemorandumInformation.

Indemnification of Initial Purchaser. The Company agrees to indemnify and hold harmless the Initial Purchaser and each person, if any, who controls the Initial Purchaser within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act to the extent and in the manner set forth in clauses (i), (ii) and (iii) below.as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, resulting from arising out of any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Offering Memorandum or the Final Offering Memorandum (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 7(d) below) any such settlement is effected with the written consent of the Company; and (iii) against any and all expense whatsoever, as incurred (including the reasonable fees and disbursements of counsel chosen by the Initial Purchaser), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to (i) any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by the Initial Purchaser expressly for use in the Offering Memorandum (or any amendment or supplement thereto) and (ii) any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission in the Preliminary Offering Memorandum that is correct in the Final Offering Memorandum if the person asserting any such loss, liability, claim, damage or expense purchased any of the Securities from the Initial Purchaser but was not sent or given a copy of the Final Offering Memorandum, at or prior to the written confirmation of the sale of such Securities to such person unless (A) the Company has not complied with Section 3(a) of this Agreement and (B) any such untrue statement or omission or alleged untrue statement or omission in the Preliminary Offering Memorandum has not been corrected in the Final Offering Memorandum).

Indemnification of Initial Purchaser. The Company agrees to indemnify and hold harmless the Initial Purchaser and each of its directors, officers and partners and each person, if any, who controls the Initial Purchaser within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act to the extent and in the manner set forth in clauses (i), (ii) and (iii) below.as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, resulting from arising out of any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Offering Memorandum or the Final Offering Memorandum (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 7(d) below) any such settlement is effected with the written consent of the Company; and (iii) against any and all expense whatsoever, as incurred (including the reasonable fees and disbursements of counsel chosen by the Initial Purchaser), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to (i) to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by the Initial Purchaser expressly for use in such Preliminary Offering Memorandum or the Final Offering Memorandum (or any amendment or supplement thereto) and or (ii) to the Initial Purchaser in connection with any preliminary prospectus to the extent that any such loss, liability, claim, damage or expense to the extent arising out liability of any untrue statement or omission or alleged untrue statement or omission in the Preliminary Offering Memorandum that is correct in the Final Offering Memorandum if the person asserting any such loss, liability, claim, damage or expense purchased any of the Securities Initial Purchaser results solely from the fact that such Initial Purchaser but sold Securities to a person to whom it is established that there was not sent or given a copy of the Final Offering Memorandumgiven, at or prior to the written confirmation of such sale, a copy of the sale of such Securities to such person unless Final Offering Memorandum (A) excluding documents incorporated by reference), if the Company has not complied with Section 3(a) previously furnished to the Initial Purchaser the copies thereof theretofore requested by the Initial Purchaser and the Initial Purchaser had sufficient time to distribute such Final Offering Memorandum, and the loss, claim, damage or liability of this Agreement and (B) any such Initial Purchaser results from an untrue statement or omission or alleged untrue statement or omission of a material fact contained in the a Preliminary Offering Memorandum has not been that was corrected in the Final Offering Memorandum. Any amounts advanced by the Company to an indemnified party pursuant to this Section 7(a) shall be promptly repaid to the Company if it shall be finally determined by a court in a judgment not subject to appeal or final review that such indemnified party was not entitled to indemnification by the Company.

Indemnification of Initial Purchaser. The ARC and the Company agrees agree to indemnify and hold harmless the Initial Purchaser Purchaser, its affiliates, as such term is defined in Rule 501(b) under the 1933 Act (each, an "Affiliate"), its selling agents and each person, if any, who controls the Initial Purchaser within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act to the extent and in the manner set forth in clauses (i), (ii) and (iii) below.as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, resulting from arising out of any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Offering Memorandum or Memorandum, the Final Offering Memorandum (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 7(d) below) any such settlement is effected with the written consent of ARC or the Company; and (iii) against any and all expense whatsoever, as incurred (including the reasonable fees and disbursements of counsel chosen by the Initial Purchaser), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to (i) any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission (a) made in reliance upon and in conformity with written information furnished to the Company by the Initial Purchaser expressly for use in the Offering Memorandum (or any amendment thereto) or (b) contained in any Preliminary Offering Memorandum (or any amendment or supplement thereto) and (ii) any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission in the Preliminary Offering Memorandum that is correct corrected in the Final Offering Memorandum (or any amendment or supplement thereto), of which the Company has provided to the Initial Purchaser such number of copies requested by the Initial Purchaser, if the person asserting any such loss, liability, claim, claim damage or expense purchased any of the Securities from the Initial Purchaser but was not sent or given a copy of the Final Offering Memorandum, Memorandum (as amended or supplemented) at or prior to the written confirmation of the sale of such Securities to such person person, unless (A) the Company has not complied with Section 3(a) of this Agreement and (B) any such untrue statement or omission or alleged untrue statement or omission in the Preliminary Offering Memorandum has not been corrected in failure to deliver the Final Offering MemorandumMemorandum (as amended or supplemented) was a result of noncompliance by ARC of the Company with this Agreement.

Indemnification of Initial Purchaser. The Company agrees Trust (subject to the prior payment in full of all amounts due and payable in respect of the Class A Trust Certificates) shall indemnify and hold harmless the Initial Purchaser and each person, if any, who controls the Initial Purchaser within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act to the extent and in the manner set forth in clauses (i), (ii) and (iii) below.as follows: (i1) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, resulting from arising out of any untrue statement or alleged untrue statement of a material fact contained in any Preliminary the Offering Memorandum or the Final Offering Memorandum Circular (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii2) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue or incorrect representation or warranty of the Trust contained in this Agreement, the Trust Agreement, the Funding Agreement, the Custody Agreement, the Liquidity Agreement or the Remarketing Agreement; (3) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omissionomission or any such untrue or incorrect representation or warranty; provided that (subject to Section 7(d8(c) below) any such settlement is effected with the written consent of the CompanyTrust; and (iii4) against any and all expense whatsoever, as incurred (including the reasonable fees and disbursements of counsel chosen by the Initial Purchaser), ) reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omissionomission or any such untrue or incorrect representation or warranty, to the extent that any such expense is not paid under (i1) (2) or (ii3) above; providedPROVIDED, however, HOWEVER that this indemnity agreement the Trust shall not apply to (i) be liable in any such case for any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company Trust by the Initial Purchaser expressly for use in the Offering Memorandum Circular (or any amendment or supplement thereto) and (ii) ). The Trust covenants that it will, immediately upon receipt of any request by the Initial Purchaser for payment of any loss, liability, claim, damage or expense under this Section 8 provide notice of the same to BLB pursuant to an Indemnity Agreement between the Trust and BLB of even date herewith (the "Indemnity Agreement"), take all necessary action to receive such payment pursuant to the extent arising out of any untrue statement or omission or alleged untrue statement or omission in the Preliminary Offering Memorandum that is correct in the Final Offering Memorandum if the person asserting any such loss, liability, claim, damage or expense purchased any terms of the Securities from Indemnity Agreement and promptly remit such amount to the Initial Purchaser but was not sent or given a copy of the Final Offering Memorandum, at or prior to the written confirmation of the sale of such Securities to such person unless (A) the Company has not complied with Section 3(a) of this Agreement and (B) any such untrue statement or omission or alleged untrue statement or omission in the Preliminary Offering Memorandum has not been corrected in the Final Offering MemorandumPurchaser.