Common use of Indemnification of the Agents Clause in Contracts

Indemnification of the Agents. The Company will indemnify and hold harmless each Agent against any losses, claims, damages or liabilities, joint or several, to which such Agent may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, the Prospectus (as amended or supplemented), any Issuer Free Writing Prospectus, any “issuer information” required to be filed pursuant to Rule 433(d) under the Act or the information contained in any Final Term Sheet, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each Agent for any legal or other expenses reasonably incurred by it in connection with investigating or defending any action or claim as to which it is entitled to indemnification hereunder 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 Registration Statement or any amendment thereof, the Prospectus or any amendment or supplement thereto, any Issuer Free Writing Prospectus or any Final Term Sheet in reliance upon and in conformity with written information furnished to the Company by any Agent expressly for use therein.

Indemnification of the Agents. The Company will shall indemnify and hold harmless each Agent, the directors, officers, employees, counsel, affiliates and agents of each Agent and each person, if any, who controls each Agent within the meaning of Section 15 of the Act or Section 20 of the Exchange Act from and against any and all losses, claims, damages or liabilities, joint or severalexpenses and damages (including, without limitation, any and all investigative, legal and other expenses reasonably incurred in connection with any claim asserted), to which such Agent they, or any of them, may become subject, subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages or liabilities (or actions in respect thereof) arise out of or are based upon an on (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereof, the Prospectus (as amended or supplementedthereto), including any Issuer Free Writing Prospectus, any “issuer information” required information deemed to be filed a part thereof pursuant to Rule 433(d) under the Act Rules 430A, 430B or the information contained in any Final Term Sheet430C, as applicable, including all documents incorporated therein by reference, or arise out of or are based upon the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading or (ii) any untrue statement or alleged untrue statement of a material fact contained in any Permitted Free Writing Prospectus or the Prospectus (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, and will reimburse each Agent for in the light of the circumstances under which they were made, not misleading or (iii) any legal untrue statement or other expenses reasonably incurred by it alleged untrue statement of a material fact contained in any materials or information provided to investors by, or with the approval of, the Company in connection with investigating the marketing of the offering of the Shares, including any roadshow or defending any action investor presentations made to investors by the Company (whether in person or claim as 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 it is entitled to indemnification hereunder as such expenses are incurredthey were made, not misleading; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, liability, expense or damage or liability arises out from the sale of or the Shares in the public offering to any person by each Agent and is based upon on an untrue statement or omission or alleged untrue statement or omission or alleged omission made in reliance on and in conformity with information relating to each Agent furnished in writing to the Company by such Agent expressly for inclusion in the Registration Statement or any amendment thereofStatement, the Prospectus or any amendment or supplement thereto, any Issuer Permitted Free Writing Prospectus or Prospectus, which constitutes the information set forth in Schedule 2 hereto. This indemnity agreement will be in addition to any Final Term Sheet in reliance upon and in conformity with written information furnished to liability that the Company by any Agent expressly for use thereinmight otherwise have.

Indemnification of the Agents. The Company will agrees to indemnify and hold harmless each Agent and each person, if any, who controls any Agent within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act from and against any and all losses, claims, damages or liabilities, joint or several, to which such Agent may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or and liabilities (or actions in respect thereof) arise out of or are based upon an caused by any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement Statement, any preliminary prospectus or any amendment thereof, prospectus supplement or the Prospectus (if used within the period set forth in Section 3(c) and as amended or supplementedsupplemented if the Company shall have furnished any amendments or supplements thereto), or caused by any Issuer Free Writing Prospectus, any “issuer information” required to be filed pursuant to Rule 433(d) under the Act or the information contained in any Final Term Sheet, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each Agent for any legal or other expenses reasonably incurred by it in connection with investigating or defending any action or claim as to which it is entitled to indemnification hereunder except insofar as such expenses losses, claims, damages or liabilities are incurred; provided, however, that the Company shall not be liable in caused by 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 omission or alleged untrue statement or omission or alleged omission made in the Registration Statement or any amendment thereof, the Prospectus or any amendment or supplement thereto, any Issuer Free Writing Prospectus or any Final Term Sheet in reliance based upon and in conformity with written information furnished in writing to the Company by any Agent expressly for use therein; provided, however, that the foregoing indemnity agreement with respect to any preliminary prospectus (including, without limitation, any preliminary prospectus supplement or preliminary pricing supplement) shall not inure to the benefit of any Agent from whom the person asserting any such losses, claims, damages or liabilities purchased Notes, or any person controlling such Agent, if a copy of the Prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of such Agent to such person, if required by law so to have been delivered, at or prior to the written confirmation of the sale of the Notes to such person, and if the Prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage or liability.