Common use of Indemnification of the Company and the Guarantors Clause in Contracts

Indemnification of the Company and the Guarantors. Each Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Company, each of the Guarantors, each of their respective directors and officers and each person, if any, who controls the Company or any of the Guarantors within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in Section 7(a) hereof, but only with respect to any losses, claims, damages or liabilities (including, without limitation, legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred) that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Initial Purchaser furnished to the Company in writing by such Initial Purchaser through the Representative expressly for use in the Preliminary Offering Memorandum, any of the other Time of Sale Information, any Issuer Written Communication or the Offering Memorandum (or any amendment or supplement thereto), it being understood and agreed that the only such information consists of the information appearing in (i) the fifth and sixth sentences of the first paragraph under the caption “Risk factors—An active trading market for the notes does not exist and may not develop,” (ii) the third paragraph under the caption “Plan of Distribution” in the Offering Memorandum, (iii) the fourth and fifth sentences of the seventh paragraph under the caption “Plan of Distribution” in the Offering Memorandum and (iv) the first and sixth sentences of the ninth paragraph under the caption “Plan of Distribution” in the Offering Memorandum.

Indemnification of the Company and the Guarantors. Each Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless each of the Company, each of the Guarantors, each of their its respective directors and officers and each person, if any, who controls the Company or any of the Guarantors within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in Section 7(aparagraph (a) hereofabove, but only with respect to any losses, claims, damages or liabilities (including, without limitation, legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred) that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Initial Purchaser furnished to the Company in writing by such Initial Purchaser through the Representative expressly for use in the Preliminary Offering Memorandum, any of the other Time of Sale InformationInformation (including any of the other Time of Sale Information that has subsequently been amended), any Issuer Written Communication Communication, any road show or the Offering Memorandum (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by any Initial Purchaser consists exclusively of the following information appearing in (i) the fifth and sixth sentences of the first paragraph under the caption “Risk factors—An active trading market for the notes does not exist and may not develop,” (ii) the third paragraph under the caption “Plan of Distribution” in the Offering Memorandum, (iii) the fourth and fifth sentences of the seventh paragraph under the caption “Plan of Distribution” in the Preliminary Offering Memorandum and (iv) the Offering Memorandum: the information contained in the first and sixth sentences sentence of the third paragraph, the fourth sentence of the ninth paragraph, the eleventh paragraph, the twelfth paragraph and the thirteenth paragraph, each under the caption “Plan of Distribution” in the Offering Memorandumsuch caption.

Indemnification of the Company and the Guarantors. Each Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Company, each of the Guarantors, each of their respective directors and officers and each person, if any, who controls the Company or any of the Guarantors within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) of this Section 7(a) hereof8, but only with respect to any losses, claims, damages or liabilities (including, without limitation, reasonable legal fees and other reasonable expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred) that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Initial Purchaser furnished to the Company in writing by such Initial Purchaser through the Representative Representatives expressly for use in the Preliminary Offering Memorandum, any of the other Time of Sale Information, any Issuer Written Communication Communication, any road show or the Offering Memorandum (or any amendment or supplement thereto), it being understood and agreed that the only such information consists of the information appearing following paragraphs in (i) the fifth Preliminary Offering Memorandum and sixth sentences of the first Offering Memorandum: the tenth paragraph under the caption “Risk factors—An active trading market for the notes does not exist and may not develop,” (ii) the third paragraph under the caption heading “Plan of Distribution” in (which, for the Offering Memorandumavoidance of doubt, (iii) begins with “In connection with the fourth and fifth sentences offering of the seventh paragraph under notes, the caption “Plan of Distribution” initial purchasers may engage in the Offering Memorandum overallotment, stabilizing transactions and (iv) the first and sixth sentences of the ninth paragraph under the caption “Plan of Distribution” in the Offering Memorandumsyndicate covering transactions”).

Indemnification of the Company and the Guarantors. Each Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Company, each of the Guarantors, each of their respective directors and officers and each person, if any, who controls the Company or any of the Guarantors within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in Section 7(aparagraph (a) hereofabove, but only with respect to any losses, claims, damages or liabilities (including, without limitation, legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred) that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Initial Purchaser furnished to the Company in writing by such Initial Purchaser through the Representative expressly for use in the Preliminary Offering Memorandum, any of the other Time of Sale Information, any Issuer Written Communication or the Offering Memorandum (or any amendment or supplement thereto), it being understood and agreed that the only such information consists of the information appearing in (i) the fifth and sixth sentences of the first paragraph under the caption “Risk factors—An active trading market for the notes does not exist and may not develop,” ”, (ii) the third paragraph under the caption “Plan of Distribution” in the Offering Memorandum, (iii) the fourth and fifth sentences of the seventh twelfth paragraph under the caption “Plan of Distribution” in the Offering Memorandum, (iv) the fourteenth paragraph under the caption “Plan of Distribution” in the Offering Memorandum and (ivv) the first and sixth sentences of the ninth sixteenth paragraph under the caption “Plan of Distribution” in the Offering Memorandum.

Indemnification of the Company and the Guarantors. Each Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Company, each of the Guarantors, each of their respective directors and officers and each person, if any, who controls the Company or any of the Guarantors within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) of this Section 7(a) hereof8, but only with respect to any losses, claims, damages or liabilities (including, without limitation, reasonable legal fees and other reasonable expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred) that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Initial Purchaser furnished to the Company in writing by such Initial Purchaser through the Representative Representatives expressly for use in the Preliminary Offering Memorandum, any of the other Time of Sale Information, any Issuer Written Communication Communication, any road show or the Offering Memorandum (or any amendment or supplement thereto), it being understood and agreed that the only such information consists of the information appearing following paragraphs in (i) the fifth Preliminary Offering Memorandum and sixth sentences of the first Offering Memorandum: the tenth paragraph under the caption “Risk factors—An active trading market for the notes does not exist and may not develop,” (ii) the third paragraph under the caption heading “Plan of Distributiondistribution” in (which, for the Offering Memorandumavoidance of doubt, (iii) begins with “In connection with the fourth and fifth sentences offering of the seventh paragraph under notes, the caption “Plan of Distribution” initial purchasers may engage in the Offering Memorandum overallotment, stabilizing transactions and (iv) the first and sixth sentences of the ninth paragraph under the caption “Plan of Distribution” in the Offering Memorandumsyndicate covering transactions”).

Indemnification of the Company and the Guarantors. Each Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Company, each of the Guarantors, each of their respective directors and officers and each person, if any, who controls the Company or any of the Guarantors within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in Section 7(aparagraph (a) hereofabove, but only with respect to any losses, claims, damages or liabilities (including, without limitation, legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred) that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Initial Purchaser furnished to the Company in writing by such Initial Purchaser through the Representative expressly for use in the Preliminary Offering Memorandum, any of the other Time of Sale Information, any Issuer Written Communication or the Offering Memorandum (or any amendment or supplement thereto), it being understood and agreed that the only such information consists of the information appearing in following: (i) the second, third, fourth and fifth and sixth sentences of the first paragraph under the caption subheading “Risk factors—An active trading market for Securities owned by the notes does not exist and may not developinitial purchasers”, found under the heading “Principal stockholders,” (ii) the third paragraph sentence of footnote four and the first sentence of footnote six, in each case found under the caption heading “Plan of DistributionPrincipal stockholders” in the Offering Memorandum, and (iii) the second, third and fourth and fifth sentences of the seventh paragraph fourteenth paragraph, found under the caption heading “Plan of Distribution” in the Offering Memorandum and (iv) the first and sixth sentences of the ninth paragraph under the caption “Plan of Distribution” in the Offering Memorandumdistribution.”

Indemnification of the Company and the Guarantors. Each Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Company, each of the Guarantors, each of their respective directors and officers and each person, if any, who controls the Company or any of the Guarantors within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) of this Section 7(a) hereof8, but only with respect to any losses, claims, damages or liabilities (including, without limitation, reasonable legal fees and other reasonable expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred) that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Initial Purchaser furnished to the Company in writing by such Initial Purchaser through the Representative expressly for use in the Preliminary Offering Memorandum, any of the other Time of Sale Information, any Issuer Written Communication Communication, any road show or the Offering Memorandum (or any amendment or supplement thereto), it being understood and agreed that the only such information consists of the information appearing following paragraphs in (i) the fifth Preliminary Offering Memorandum and sixth sentences of the first Offering Memorandum: the tenth paragraph under the caption “Risk factors—An active trading market for the notes does not exist and may not develop,” (ii) the third paragraph under the caption heading “Plan of Distribution” in (which, for the Offering Memorandumavoidance of doubt, (iii) begins with “In connection with the fourth and fifth sentences offering of the seventh paragraph under notes, the caption “Plan of Distribution” initial purchasers may engage in the Offering Memorandum overallotment, stabilizing transactions and (iv) the first and sixth sentences of the ninth paragraph under the caption “Plan of Distribution” in the Offering Memorandumsyndicate covering transactions”).

Indemnification of the Company and the Guarantors. Each Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Company, each of the Guarantors, each of their respective directors and officers and each person, if any, who controls the Company or any of the Guarantors within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in Section 7(aparagraph (a) hereofabove, but only with respect to any losses, claims, damages or liabilities (including, without limitation, legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred) that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Initial Purchaser furnished to the Company in writing by such Initial Purchaser through the Representative expressly for use in the Preliminary Offering Memorandum, any of the other Time of Sale Information, any Issuer Written Communication or the Offering Memorandum (or any amendment or supplement thereto), it being understood and agreed that the only such information consists of the information appearing in (i) the fifth and sixth sentences of the first paragraph under the caption “Risk factors—An active trading organized public market for the notes does not exist and may not develop,” ”, (ii) the third paragraph under the caption “Plan of Distribution” in the Offering Memorandum, (iii) the fourth and fifth sentences of the seventh tenth paragraph under the caption “Plan of Distribution” in the Offering Memorandum, (iv) the twelfth paragraph under the caption “Plan of Distribution” in the Offering Memorandum and (ivv) the first and sixth sentences of the ninth fourteenth paragraph under the caption “Plan of Distribution” in the Offering Memorandum.

Indemnification of the Company and the Guarantors. Each Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Company, each of the Guarantors, each of their respective directors and officers and each person, if any, who controls the Company or any of the Guarantors within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in Section 7(aparagraph (a) hereofabove, but only with respect to any losses, claims, damages or liabilities (including, without limitation, legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred) that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Initial Purchaser furnished to the Company in writing by such Initial Purchaser through the Representative expressly for use in the Preliminary Offering Memorandum, any of the other Time of Sale Information, any Issuer Written Communication or the Offering Memorandum (or any amendment or supplement thereto), it being understood and agreed that the only such information consists of the information appearing in (i) the fourth and fifth and sixth sentences of the first paragraph under the caption “Risk factors—An active trading market for the notes does not exist and may not develop,” ”, (ii) the third paragraph under the caption “Plan of Distribution” in the Offering Memorandum, (iii) the third and fourth and fifth sentences of the seventh tenth paragraph under the caption “Plan of Distribution” in the Offering Memorandum, (iv) the twelfth paragraph under the caption “Plan of Distribution” in the Offering Memorandum and (ivv) the first and sixth sentences of the ninth fourteenth paragraph under the caption “Plan of Distribution” in the Offering Memorandum.

Indemnification of the Company and the Guarantors. Each The Initial Purchaser agrees, severally and not jointly, agrees to indemnify and hold harmless the Company, each of the Guarantors, their respective affiliates, each of their respective directors and officers officers, and each person, if any, who controls the Company or any of the Guarantors within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in Section 7(aparagraph (a) hereofabove, but only with respect to any losses, claims, damages or liabilities (including, without limitation, legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred) that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such the Initial Purchaser furnished to the Company or any Guarantor in writing by such the Initial Purchaser through the Representative expressly for use in the Preliminary Offering Memorandum, any of the other Time of Sale Information, any Issuer Written Communication or Memorandum and the Offering Memorandum (or any amendment or supplement thereto)Memorandum, it being understood and agreed that the only such information consists of the information appearing statements set forth in the Preliminary Offering Memorandum and the Offering Memorandum (i) in the fifth and sixth sentences last paragraph of the first paragraph under the caption “Risk factors—An active trading market for the notes does not exist cover page and may not develop,” (ii) the third paragraph under the caption heading “Plan of Distribution” in the Offering Memorandum”, (iiiA) the fourth 4th and fifth 5th sentences of the seventh 9th paragraph under (which paragraph begins with the caption words “Plan The notes are a new issue of Distribution” in securities,”), (B) the Offering Memorandum 6th sentence of the 9th paragraph, except to the extent that the 6th sentence expresses any opinion or conclusion of law and (ivC) the first 10th and sixth sentences 11th paragraphs (which paragraphs begin with the words “In connection with the offering of the ninth paragraph under the caption notes” and “Plan of Distribution” in the Offering MemorandumX.X. Xxxxxx Securities Inc.”, respectively).