Common use of Indemnification of the Company by the Underwriters Clause in Contracts

Indemnification of the Company by the Underwriters. Each Underwriter will severally and not jointly indemnify and hold harmless the Company, its directors and officers and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), against any losses, claims, damages or liabilities to which such Underwriter Indemnified Party 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 (i) any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement, or any amendment thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of any material fact contained in the Canadian Shelf Prospectus, the U.S. Shelf Prospectus, the U.S. Preliminary Prospectus, the Canadian Preliminary Prospectus, the Statutory Prospectus, the Prospectus or any Supplementary Material, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, or the omission or the alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information, if any, furnished to the Company by such Underwriter through the Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission, as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in the Terms Agreement.

Indemnification of the Company by the Underwriters. Each Underwriter will severally and not jointly indemnify and hold harmless the Company, its directors and officers and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), against any losses, claims, damages or liabilities to which such Underwriter Indemnified Party 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 (i) any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement, or any amendment thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of any material fact contained in the Canadian Shelf Base Prospectus, the U.S. Shelf Prospectus, the U.S. Preliminary Prospectus, the Canadian any Preliminary Prospectus, the Statutory Prospectus, the Prospectus or any Supplementary Materialthe Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, or the omission or the alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information, if any, information furnished to the Company by such Underwriter through the Representatives Representatives, if any, specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission, as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in the Terms Agreement.

Indemnification of the Company by the Underwriters. Each Underwriter will severally and not jointly indemnify and hold harmless the Company, its directors and officers and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), against any losses, claims, damages or liabilities to which such Underwriter Indemnified Party 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 (i) any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement, or any amendment thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of any material fact contained in the Canadian Shelf Base Prospectus, the U.S. Shelf Prospectus, the U.S. Preliminary Prospectus, the Canadian any Preliminary Prospectus, the Statutory Prospectus, the Prospectus or any Supplementary Materialthe Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, or the omission or the alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information, if any, information furnished to the Company by such Underwriter through the Representatives Representatives, if any, specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission, as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in the Terms Agreement.

Indemnification of the Company by the Underwriters. Each Underwriter will agrees, severally and not jointly jointly, to indemnify and hold harmless the Company, its directors and officers and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), against any and all losses, claims, damages or liabilities (or actions in respect thereof) to which such Underwriter Indemnified Party the Company 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 (i) any an untrue statement or alleged untrue statement of any a material fact contained in the Registration Statement, the Prospectus (or any amendment or supplement thereto, when considered together with the document to which such amendment or supplement relates), any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Pricing Disclosure Package, 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 in order to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of any material fact contained in the Canadian Shelf Prospectus, the U.S. Shelf Prospectus, the U.S. Preliminary Prospectus, the Canadian Preliminary Prospectus, the Statutory Prospectus, the Prospectus or any Supplementary Material, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, or the omission or the alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, the Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Pricing Disclosure Package, or any such amendment or supplement(s) in reliance upon and in conformity with written information, if any, information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives specifically expressly for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission, as such expenses are incurred, it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following information described as such furnished on behalf of each Underwriter: the concession per Security set forth in the Terms Agreementfirst and second sentences of the third paragraph, the eighth paragraph and the first four sentences of the ninth paragraph in the section entitled “Underwriting (Conflicts of Interest)” in the Prospectus Supplement.

Indemnification of the Company by the Underwriters. Each Underwriter will Underwriter, severally and not jointly jointly, shall indemnify and hold harmless the CompanyCompany and its directors, its directors and officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act (collectively, the “Company Indemnified Parties” and each, an a “Underwriter Company Indemnified Party”) against any loss, claim, damage, expense or liability whatsoever (or any action, investigation or proceeding in respect thereof), against any lossesjoint or several, claims, damages or liabilities to which such Underwriter Company Indemnified Party may become subject, under the Securities Act or otherwise, insofar as such lossesloss, claimsclaim, damages damage, expense, liability, action, investigation or liabilities (or actions in respect thereof) arise proceeding arises out of or are is based upon (i) any untrue statement or alleged untrue statement of any a material fact contained in any Testing-the-Waters Communication, any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Rules and Regulations, the Registration Statement, the Prospectus, or in any amendment or supplement thereto, or in any Marketing Materials or (ii) the omission or alleged omission to state therein in any Written Testing-the-Waters Communication, any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Rules and Regulations, the Registration Statement or the Prospectus, or in any amendment or supplement thereto, or in any Marketing Materials a material fact required to be stated therein or necessary in order to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of any material fact contained in the Canadian Shelf Prospectus, the U.S. Shelf Prospectus, the U.S. Preliminary Prospectus, the Canadian Preliminary Prospectus, the Statutory Prospectus, the Prospectus or any Supplementary Material, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, or the omission or the alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, but in each case to the extent, but only to the extent, extent that such the untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information, if any, information furnished to the Company by such Underwriter through the Representatives by or on behalf of that Underwriter specifically for use therein, which information the parties hereto agree is limited to the Underwriters’ Information, and will shall reimburse the Company Indemnified Parties promptly on demand for any documented legal fees or other expenses out-of-pocket expenses, in each case reasonably incurred by such Underwriter Indemnified Party party in connection with investigating investigating, preparing to defend, defending against or defending appearing as a third-party witness in connection with any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omissionproceeding, as such fees and expenses are incurred. This indemnity agreement is not exclusive, it being understood and agreed will be in addition to any liability that the only such information furnished by Underwriters might otherwise have and shall not limit any Underwriter consists of rights or remedies that may otherwise be available under this Agreement, at law or in equity to the information described as such in the Terms AgreementCompany Indemnified Parties.

Indemnification of the Company by the Underwriters. Each Underwriter will severally and not jointly indemnify and hold harmless the Company, each of its directors and each of its officers who signs a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act Act, (each, an “Underwriter Indemnified Party”), ) against any losses, claims, damages or liabilities to which such Underwriter Indemnified Party may become subject, under the Securities Act Act, the Exchange Act, or other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in the any part of any Registration Statement, or any amendment thereto, arise out of or are based upon the omission or the alleged omission to state therein therefrom of a material fact required to be stated therein or necessary in order to make the statements therein not misleading or (ii) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Canadian Shelf Prospectus, the U.S. Shelf Prospectus, the U.S. Preliminary Prospectus, the Canadian Preliminary Prospectus, the any Statutory Prospectus, the Prospectus or any Supplementary MaterialFinal Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, Prospectus or any Written Testing-the-Waters Communication or arise out of or are based upon the omission or the alleged omission to state therein therefrom of a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information, if any, information furnished to the Company by such Underwriter through the Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission, omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter consists of the following information described as such furnished on behalf of each Underwriter: the concession and reallowance figures appearing in the Terms Agreement6th paragraph under the caption “Underwriting” in the Final Prospectus and the information relating to stabilization contained in the 14th and 15th paragraphs under the caption “Underwriting” in the General Disclosure Package and the Final Prospectus.

Indemnification of the Company by the Underwriters. Each Underwriter will severally and not jointly indemnify and hold harmless the Company, each of its directors and each of its officers who signs a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), against any losses, claims, damages or liabilities to which such Underwriter Indemnified Party may become subject, under the Securities Act Act, the Exchange Act, or other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (i) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in any part of any Registration Statement at any time, any Statutory Prospectus as of any time, the Registration StatementFinal Prospectus, any Written Testing-the-Waters Communication or any amendment thereto, Issuer Free Writing Prospectus or (ii) arise out of or are based upon the omission or the alleged omission to state therein of a material fact required to be stated therein or necessary in order to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of any material fact contained in the Canadian Shelf Prospectus, the U.S. Shelf Prospectus, the U.S. Preliminary Prospectus, the Canadian Preliminary Prospectus, the Statutory Prospectus, the Prospectus or any Supplementary Material, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, or the omission or the alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information, if any, information furnished to the Company by such Underwriter through the Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission, omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter consists of the following information described as such in the Terms AgreementFinal Prospectus furnished on behalf of each Underwriter: (i) the concession and reallowance figures appearing in the fifth paragraph under the caption “Underwriting;” (ii) the information contained in the fifteenth paragraph and related bullets under the caption “Underwriting”; and (iii) the information contained in the sixteenth paragraph under the caption “Underwriting”.

Indemnification of the Company by the Underwriters. Each Underwriter will will, severally and not jointly jointly, indemnify and hold harmless the Company, its directors and officers directors, partners, officers, employees and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), ) against any losses, claims, damages or liabilities (including any loss, liability, claim, damage and expense whatsoever as incurred to the extent of the aggregate amount paid in settlement of any litigation) to which such Underwriter Indemnified Party 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 (i) any an untrue statement or alleged untrue statement of any a material fact contained in the Registration Statement, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, or any roadshow, 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 in order to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of any material fact contained in the Canadian Shelf Prospectus, the U.S. Shelf Prospectus, the U.S. Preliminary Prospectus, the Canadian Preliminary Prospectus, the Statutory Prospectus, the Prospectus or any Supplementary Material, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, or the omission or the alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, or any roadshow, in reliance upon and in conformity with written information, if any, information furnished to the Company by such Underwriter through the Representatives specifically expressly for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission, as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter consists of: the concession figure appearing in the eighth paragraph, the names and addresses of the information described as such Underwriters appearing in the Terms Agreementsixth paragraph under the caption “Underwriting” in the Registration Statement, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus.

Indemnification of the Company by the Underwriters. Each Underwriter will agrees, severally and not jointly jointly, to indemnify and hold harmless the Company, its directors and officers and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), against any and all losses, claims, damages or liabilities (or actions in respect thereof) to which such Underwriter Indemnified Party the Company 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 (i) any an untrue statement or alleged untrue statement of any a material fact contained in the Registration Statement, the Prospectus (or any amendment or supplement thereto, when considered together with the document to which such amendment or supplement relates), any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Pricing Disclosure Package, 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 in order to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of any material fact contained in the Canadian Shelf Prospectus, the U.S. Shelf Prospectus, the U.S. Preliminary Prospectus, the Canadian Preliminary Prospectus, the Statutory Prospectus, the Prospectus or any Supplementary Material, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, or the omission or the alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, the Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Pricing Disclosure Package, or any such amendment or supplement(s) in reliance upon and in conformity with written information, if any, information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives specifically expressly for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission, as such expenses are incurred, it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following information described as such furnished on behalf of each Underwriter: the concession per Security set forth in the Terms Agreementfirst and second sentences of the fourth paragraph, the tenth paragraph and the first four sentences of the eleventh paragraph in the section entitled “Underwriting” in the Prospectus Supplement.

Indemnification of the Company by the Underwriters. Each Underwriter will agrees, severally and not jointly jointly, to indemnify and hold harmless the Company, its directors and officers and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), against any and all losses, claims, damages or liabilities (or actions in respect thereof) to which such Underwriter Indemnified Party the Company 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 (i) any an untrue statement or alleged untrue statement of any a material fact contained in the Registration Statement, the Prospectus (or any amendment or supplement thereto, when considered together with the document to which such amendment or supplement relates), any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Pricing Disclosure Package, 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 in order to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of any material fact contained in the Canadian Shelf Prospectus, the U.S. Shelf Prospectus, the U.S. Preliminary Prospectus, the Canadian Preliminary Prospectus, the Statutory Prospectus, the Prospectus or any Supplementary Material, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, or the omission or the alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, the Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Pricing Disclosure Package, or any such amendment or supplement(s) in reliance upon and in conformity with written information, if any, information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives specifically expressly for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission, as such expenses are incurred, it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following information described as such furnished on behalf of each Underwriter: the concession per Security set forth in the Terms Agreementsecond and third sentences of the seventh paragraph, the tenth paragraph and the first four sentences of the eleventh paragraph in the section entitled “Underwriting ” in the Prospectus Supplement.

Indemnification of the Company by the Underwriters. Each Underwriter will agrees, severally and not jointly jointly, to indemnify and hold harmless the Company, its directors and officers and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), against any and all losses, claims, damages or liabilities (or actions in respect thereof) to which such Underwriter Indemnified Party the Company 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 (i) any an untrue statement or alleged untrue statement of any a material fact contained in the Registration Statement, the Prospectus (or any amendment or supplement thereto, when considered together with the document to which such amendment or supplement relates), any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Pricing Disclosure Package, 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 in order to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of any material fact contained in the Canadian Shelf Prospectus, the U.S. Shelf Prospectus, the U.S. Preliminary Prospectus, the Canadian Preliminary Prospectus, the Statutory Prospectus, the Prospectus or any Supplementary Material, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, or the omission or the alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, the Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Pricing Disclosure Package, or any such amendment or supplement(s) in reliance upon and in conformity with written information, if any, information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives specifically expressly for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission, as such expenses are incurred, it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following information described as such furnished on behalf of each Underwriter: the concession per Security set forth in the Terms Agreementfirst and second sentences of the third paragraph, the eighth paragraph and the first four sentences of the ninth paragraph in the section entitled “Underwriting” in the Prospectus.

Indemnification of the Company by the Underwriters. Each Underwriter will Underwriter, severally and not jointly jointly, shall indemnify and hold harmless the CompanyCompany and its directors, its directors and officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act (each, an collectively the “Underwriter Company Indemnified Parties” and each a “Company Indemnified Party”) against any loss, claim, damage, expense or liability whatsoever (or any action, investigation or proceeding in respect thereof), against any lossesjoint or several, claims, damages or liabilities to which such Underwriter Company Indemnified Party may become subject, under the Securities Act or otherwise, insofar as such lossesloss, claimsclaim, damages damage, expense, liability, action, investigation or liabilities (or actions in respect thereof) arise proceeding arises out of or are is based upon (i) any untrue statement or alleged untrue statement of any a material fact contained in any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Registration StatementStatement or the Prospectus, or in any amendment or supplement thereto, or (ii) the omission or alleged omission to state therein in any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Registration Statement or the Prospectus, or in any amendment or supplement thereto, a material fact required to be stated therein or necessary in order to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of any material fact contained in the Canadian Shelf Prospectus, the U.S. Shelf Prospectus, the U.S. Preliminary Prospectus, the Canadian Preliminary Prospectus, the Statutory Prospectus, the Prospectus or any Supplementary Material, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, or the omission or the alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, but in each case to the extent, but only to the extent, extent that such the untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information, if any, information furnished to the Company by such Underwriter through the Representatives by or on behalf of that Underwriter specifically for use therein, which information the parties hereto agree is limited to the Underwriters’ Information, and will shall reimburse the Company Indemnified Parties promptly on demand for any documented legal or other expenses out-of-pocket expenses, in each case, reasonably incurred by such Underwriter Indemnified Party party in connection with investigating or preparing to defend or defending against or appearing as third party witness in connection with any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omissionproceeding, as such fees and expenses are incurred. This indemnity agreement is not exclusive and will be in addition to any liability which the Underwriters might otherwise have and shall not limit any rights or remedies which may otherwise be available under this Agreement, it being understood and agreed that at law or in equity to the only such information furnished by any Underwriter consists of the information described as such in the Terms AgreementCompany Indemnified Parties.

Indemnification of the Company by the Underwriters. Each Underwriter will agrees, severally and not jointly jointly, to indemnify and hold harmless the Company, its directors and officers and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), against any and all losses, claims, damages or liabilities (or actions in respect thereof) to which such Underwriter Indemnified Party the Company 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 (i) any an untrue statement or alleged untrue statement of any a material fact contained in the Registration Statement, the Prospectus (or any amendment or supplement thereto, when considered together with the document to which such amendment or supplement relates), any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Pricing Disclosure Package, 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 in order to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of any material fact contained in the Canadian Shelf Prospectus, the U.S. Shelf Prospectus, the U.S. Preliminary Prospectus, the Canadian Preliminary Prospectus, the Statutory Prospectus, the Prospectus or any Supplementary Material, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, or the omission or the alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, the Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Pricing Disclosure Package, or any such amendment or supplement(s) in reliance upon and in conformity with written information, if any, information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives specifically expressly for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission, as such expenses are incurred, it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following information described as such furnished on behalf of each Underwriter: the concession per Security set forth in the Terms Agreementsecond and third sentences of the sixth paragraph, the ninth paragraph and the first four sentences of the tenth paragraph in the section entitled “Underwriting” in the Prospectus Supplement.

Indemnification of the Company by the Underwriters. Each Underwriter will agrees, severally and not jointly jointly, to indemnify and hold harmless the Company, its directors and officers and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), against any and all losses, claims, damages or liabilities (or actions in respect thereof) to which such Underwriter Indemnified Party the Company 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 (i) any an untrue statement or alleged untrue statement of any a material fact contained in the Registration Statement, the Prospectus (or any amendment or supplement thereto, when considered together with the document to which such amendment or supplement relates), any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Pricing Disclosure Package, 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 in order to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of any material fact contained in the Canadian Shelf Prospectus, the U.S. Shelf Prospectus, the U.S. Preliminary Prospectus, the Canadian Preliminary Prospectus, the Statutory Prospectus, the Prospectus or any Supplementary Material, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, or the omission or the alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, the Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Pricing Disclosure Package, or any such amendment or supplement(s) in reliance upon and in conformity with written information, if any, information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives specifically expressly for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission, as such expenses are incurred, it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following information described as such furnished on behalf of each Underwriter: the concession per Security set forth in the Terms Agreementsecond and third sentences of the sixth paragraph, the ninth paragraph and the first four sentences of the tenth paragraph in the section entitled “Underwriting ” in the Prospectus.

Indemnification of the Company by the Underwriters. Each Underwriter will agrees, severally and not jointly jointly, to indemnify and hold harmless the Company, its directors and officers and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), against any and all losses, claims, damages or liabilities (or actions in respect thereof) to which such Underwriter Indemnified Party the Company 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 (i) any an untrue statement or alleged untrue statement of any a material fact contained in the Registration Statement, the Prospectus (or any amendment or supplement thereto, when considered together with the document to which such amendment or supplement relates), any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Pricing Disclosure Package, 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 in order to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of any material fact contained in the Canadian Shelf Prospectus, the U.S. Shelf Prospectus, the U.S. Preliminary Prospectus, the Canadian Preliminary Prospectus, the Statutory Prospectus, the Prospectus or any Supplementary Material, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, or the omission or the alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, the Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Pricing Disclosure Package, or any such amendment or supplement(s) in reliance upon and in conformity with written information, if any, information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives specifically expressly for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission, as such expenses are incurred, it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following information described as such furnished on behalf of each Underwriter: the concession per Security set forth in the Terms Agreementsecond and third sentences of the seventh paragraph, the tenth paragraph and the first four sentences of the eleventh paragraph in the section entitled “Underwriting (Conflicts of Interest)” in the Prospectus Supplement.