Common use of Indemnification of the Company, Directors and Officers Clause in Contracts

Indemnification of the Company, Directors and Officers. Each Underwriter severally agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), including the Rule 430B Information, or any preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representative expressly for use in the Registration Statement (or any amendment thereto) or such preliminary prospectus, such Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto). In case any action shall be brought against the Company or any person so indemnified based on the Registration Statement, such preliminary prospectus, such Issuer Free Writing Prospectus or the Prospectus, or any amendment or supplement thereto and in respect of which indemnity may be sought against any Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each person so indemnified shall have the rights and duties given to the Underwriters by the provisions of Section 6(b) hereof.

Indemnification of the Company, Directors and Officers. Each Underwriter agrees, severally agrees and not jointly, to indemnify and hold harmless the Company, its directors, each of its directors and officers who signed the Registration Statement, Statement and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Securities Act or Section 20 of the 1934 Act Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Sectiondamage, liability or expense, as incurred, but only with to which the Company, or any such director, officer or controlling person may become subject, insofar as such loss, claim, damage, liability or expense (or actions in respect to thereof as contemplated below) arises out of or is based (i) upon any untrue statements or omissions, statement or alleged untrue statements or omissions, made statement of a material fact contained in the Registration Statement (Statement, or any amendment thereto), including the any information deemed to be a part thereof pursuant to Rule 430B Informationor 430C under the Securities Act, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) upon any preliminary prospectus, untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) ), or the omission or alleged omission therefrom of a material fact, in each case, 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, and only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information furnished to the Company by such any Underwriter through the Representative Representatives expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and other expense reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Underwriters have furnished to the Company through the Representatives expressly for use in the Registration Statement (or Statement, any amendment thereto) or such preliminary prospectus, such Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) are the statements set forth in the sixth paragraph, the third sentence of the eighth paragraph and the tenth and eleventh paragraphs under the caption “Underwriting (Conflicts of Interest)” in the Prospectus. In case any action The indemnity agreement set forth in this Section 8(b) shall be brought against the Company or in addition to any person so indemnified based on the Registration Statement, such preliminary prospectus, such Issuer Free Writing Prospectus or the Prospectus, or any amendment or supplement thereto and in respect of which indemnity liabilities that each Underwriter may be sought against any Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each person so indemnified shall have the rights and duties given to the Underwriters by the provisions of Section 6(b) hereofotherwise have.

Indemnification of the Company, Directors and Officers. Each Underwriter agrees, severally agrees and not jointly, to indemnify and hold harmless the Company, its directors, each of its directors and officers who signed the Registration Statement, Statement and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Securities Act or Section 20 of the 1934 Act Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Sectiondamage, liability or expense, as incurred, but only with to which the Company, or any such director, officer or controlling person may become subject, insofar as such loss, claim, damage, liability or expense (or actions in respect to thereof as contemplated below) arises out of or is based (i) upon any untrue statements or omissions, statement or alleged untrue statements or omissions, made statement of a material fact contained in the Registration Statement (Statement, or any amendment thereto), including the any information deemed to be a part thereof pursuant to Rule 430B Informationor 430C under the Securities Act, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) upon any preliminary prospectus, untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) ), or the omission or alleged omission therefrom of a material fact, in each case, 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, and only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information furnished to the Company by such any Underwriter through the Representative Representatives expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and other expense reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Underwriters have furnished to the Company through the Representatives expressly for use in the Registration Statement (or Statement, any amendment thereto) or such preliminary prospectus, such Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto)) are the statements set forth in the sixth paragraph, the third sentence of the eighth paragraph and the tenth and eleventh paragraphs under the caption “Underwriting” in the Prospectus. In case any action The indemnity agreement set forth in this Section 8(b) shall be brought against the Company or in addition to any person so indemnified based on the Registration Statement, such preliminary prospectus, such Issuer Free Writing Prospectus or the Prospectus, or any amendment or supplement thereto and in respect of which indemnity liabilities that each Underwriter may be sought against any Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each person so indemnified shall have the rights and duties given to the Underwriters by the provisions of Section 6(b) hereofotherwise have.

Indemnification of the Company, Directors and Officers. Each The Underwriter severally agrees to indemnify and hold harmless the Company, its directors, each of directors and its officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act as follows (i) against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), including the Rule 430B Information, ) or any preliminary prospectus, any Issuer Free Writing Prospectus prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information (including information provided in electronic format) furnished to the Company by such the Underwriter through the Representative expressly for use in the Registration Statement (or any amendment thereto) or such any preliminary prospectus, such Issuer Free Writing Prospectus prospectus or the Prospectus (or any amendment or supplement thereto). In case , and (ii) against any action shall be brought against and all loss, liability, claim, damage and expense described in the Company indemnity contained in subsection (a) of this Section, as incurred, but only with respect to untrue statements or any person so indemnified based on alleged untrue statements made in the Registration StatementComputational Materials, Collateral Term Sheets or ABS Term Sheets to the extent that such preliminary prospectusuntrue statement or alleged untrue statement of a material fact was made in reliance upon and in conformity with Derived Information provided by the Underwriter expressly for use in the Computational Materials, such Issuer Free Writing Prospectus the ABS Term Sheets or the Prospectus, or any amendment or supplement thereto and in respect of which indemnity may be sought against any Underwriter, such Underwriter shall have the rights and duties given to the Company, Collateral Term Sheets and the Company and each person so indemnified shall have untrue statements or alleged untrue statements did not derive from an inaccuracy in the rights and duties given to Seller-Provided Information used in the Underwriters by the provisions preparation of Section 6(b) hereofsuch Computational Materials, ABS Term Sheets or Collateral Term Sheets.

Indemnification of the Company, Directors and Officers. Each Underwriter severally agrees to indemnify and hold harmless the Company, its directors, each of directors and its officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act as follows (i) against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), including the Rule 430B Information, ) or any preliminary prospectus, any Issuer Free Writing Prospectus prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information (including information provided in electronic format) furnished to the Company by such Underwriter through the Representative expressly for use in the Registration Statement (or any amendment thereto) or such any preliminary prospectus, such Issuer Free Writing Prospectus prospectus or the Prospectus (or any amendment or supplement thereto). In case , and (ii) against any action shall be brought against and all loss, liability, claim, damage and expense described in the Company indemnity contained in subsection (a) of this Section, as incurred, but only with respect to untrue statements or any person so indemnified based on alleged untrue statements made in the Registration StatementComputational Materials, Collateral Term Sheets or ABS Term Sheets to the extent that such preliminary prospectusuntrue statement or alleged untrue statement of a material fact was made in reliance upon and in conformity with Derived Information provided by such Underwriter expressly for use in the Computational Materials, such Issuer Free Writing Prospectus the ABS Term Sheets or the Prospectus, or any amendment or supplement thereto and in respect of which indemnity may be sought against any Underwriter, such Underwriter shall have the rights and duties given to the Company, Collateral Term Sheets and the Company and each person so indemnified shall have untrue statements or alleged untrue statements did not derive from an inaccuracy in the rights and duties given to Seller-Provided Information used in the Underwriters by the provisions preparation of Section 6(b) hereofsuch Computational Materials, ABS Term Sheets or Collateral Term Sheets.

Indemnification of the Company, Directors and Officers. Each Underwriter agrees, severally agrees and not jointly, to indemnify and hold harmless the Company, Company and its directors, each of 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 1933 Securities Act or Section 20 of the 1934 Act Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Sectiondamage, liability or expense, as incurred, but only to which the Company or any such director or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Underwriters or effected without the written consent of the Company in accordance with Section 8(d)), insofar as such loss, claim, damage, liability or expense (or actions in respect to thereof as contemplated below) arises out of or is based upon any untrue statements or omissions, or alleged untrue statements or omissions, made statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Rule 430B Information, or any preliminary prospectusStatement, any Issuer Free Writing Prospectus, any Preliminary 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, 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 Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representative Representatives expressly for use therein; and to reimburse the Company or any such director or controlling person for any and all expenses (including fees and disbursements of counsel) as such expenses are reasonably incurred by the Company or any such director or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Underwriters have furnished to the Company through the Representatives expressly for use in the Registration Statement (or Statement, any amendment thereto) or such preliminary prospectus, such Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) are the statements set forth in the table in the first paragraph and as the fifth (first sentence), seventh (third and fourth sentences), twelfth and thirteenth paragraphs under the caption “Underwriting” in the Prospectus. In case any action The indemnity agreement set forth in this Section 8(b) shall be brought against the Company or in addition to any person so indemnified based on the Registration Statement, such preliminary prospectus, such Issuer Free Writing Prospectus or the Prospectus, or any amendment or supplement thereto and in respect of which indemnity liabilities that each Underwriter may be sought against any Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each person so indemnified shall have the rights and duties given to the Underwriters by the provisions of Section 6(b) hereofotherwise have.

Indemnification of the Company, Directors and Officers. Each Underwriter severally agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement, Company and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act as follows (i) against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), including the Rule 430B Information, ) or any preliminary prospectus, any Issuer Free Writing Prospectus prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representative expressly for use in the Registration Statement (or any amendment thereto) or such any preliminary prospectus, such Issuer Free Writing Prospectus prospectus or the Prospectus (or any amendment or supplement thereto). In case , and (ii) against any action shall be brought against and all loss, liability, claim, damage and expense described in the Company indemnity contained in subsection (a) of this Section, as incurred, but only with respect to untrue statements or any person so indemnified based on alleged untrue statements made in the Registration StatementComputational Materials, Collateral Term Sheets or ABS Term Sheets to the extent that such preliminary prospectusuntrue statement or alleged untrue statement of a material fact was made in reliance upon and in conformity with Derived Information provided by such Underwriter expressly for use in the Computational Materials, such Issuer Free Writing Prospectus the ABS Term Sheets or the Prospectus, or any amendment or supplement thereto and in respect of which indemnity may be sought against any Underwriter, such Underwriter shall have the rights and duties given to the Company, Collateral Term Sheets and the Company and each person so indemnified shall have untrue statements or alleged untrue statements did not derive from an inaccuracy in the rights and duties given to Seller-Provided Information used in the Underwriters by the provisions preparation of Section 6(b) hereofsuch Computational Materials, ABS Term Sheets or Collateral Term Sheets.