Common use of Indemnification of the Holders Clause in Contracts

Indemnification of the Holders. The Company agrees to indemnify and hold harmless each Holder, its directors, officers, and each person, if any, who controls such Holder within the meaning of the Securities Act and the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Holder, director, officer 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 Company), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement, preliminary prospectus or Prospectus (or any amendment or supplement thereto) provided by the Company to any Holder or any prospective purchaser of Exchange Notes or registered Initial Notes, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and to reimburse each such Holder and each such director, officer or controlling person for any and all expenses (including the fees and disbursements of counsel chosen pursuant to Section 8(c)) as such expenses are reasonably incurred by such Holder or such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the indemnity in this Section 8(a) shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information relating to any of the Holders furnished in writing to the Company by any of the Holders.

Indemnification of the Holders. The In the event that the Company agrees to registers any of the Registrable Shares under the Securities Act, the Company will indemnify and hold harmless each Holder, its directors, officers, Holder and each underwriter of the Registrable Shares so registered (including any broker or dealer through whom such shares may be sold) and each person, if any, who controls such Holder or any such underwriter within the meaning of Section 15 of the Securities Act from and the Exchange Act against any lossand all losses, claimclaims, damagedamages, liability expenses or expenseliabilities (or any action in respect thereof), as incurredjoint or several, to which such Holder, director, officer they or controlling person may any of them become subject, subject under the Securities Act, the Exchange Act or under any other federal or state statutory law or regulation, statute or at common law or otherwise (including in settlement of any litigationotherwise, and, except as hereinafter provided, will reimburse each such Holder, each such underwriter and each such controlling person, if any, for any legal or other expenses reasonably incurred by them or any of them, as such settlement is effected expenses are incurred, in connection with the written consent of the Company)investigating or defending any actions whether or not resulting in any liability, insofar as such losslosses, claimclaims, damagedamages, liability or expense (expenses, liabilities or actions in respect thereof as contemplated below) arises arise out of or is are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the registration statement, in any Registration Statement, preliminary or amended preliminary prospectus or Prospectus in the prospectus (or any amendment the registration statement or supplement theretoprospectus as from time to time amended or supplemented); (ii) provided by the Company to any Holder arise out of or any prospective purchaser of Exchange Notes or registered Initial Notes, or are based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, therein not misleading; and to reimburse each such Holder and each such directoror (iii) any violation by the Company of the Securities Act, officer the Exchange Act, a state securities law or controlling person for any and all expenses (including rule or regulation under the fees and disbursements of counsel chosen pursuant to Section 8(c)) as such expenses are reasonably incurred by such Holder Securities Act, the Exchange Act or such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or actionstate securities law; provided, however, that the indemnity contained in this Section 8(a2.6(a) shall will not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged where such untrue statement or omission was made in such registration statement, preliminary or alleged omission made amended preliminary prospectus or prospectus in reliance upon and in conformity with written information relating to any of the Holders furnished in writing to the Company in connection therewith by such Holder of Registrable Shares, any such underwriter or any such controlling person (or any of their representatives, agents or employees) expressly for use therein. Promptly after receipt by any Holder of Registrable Shares, any underwriter or any controlling person of notice of the Holderscommencement of any action in respect of which indemnity may be sought against the Company, such Holder of Registrable Shares, or such underwriter or such controlling person, as the case may be, will notify the Company in writing of the commencement thereof, and, subject to the provisions hereinafter stated, the Company shall assume the defense of such action (including the employment of counsel, who shall be counsel reasonably satisfactory to such Holder of Registrable Shares, such underwriter or such controlling person, as the case may be), and the payment of expenses insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company. Such Holder of Registrable Shares, any such underwriter or any such controlling person shall have the right to employ separate counsel in any such action and to participate in the defense thereof in the event the representation of such Holder, underwriter or controlling person by counsel retained by or on the behalf of the Company would be inappropriate due to conflicts of interest between any such person and any other party represented by such counsel in such proceeding or action, in which case the Company shall pay, as incurred, the fees and expenses of such separate counsel. The Company shall not be liable to indemnify any person under this Section 2.6(a) for any settlement of any such action effected without the Company's consent (which consent shall not be unreasonably withheld). The Company shall not, except with the approval of each party being indemnified under this Section 2.6(a) (which approval will not be unreasonably withheld), consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to the parties being so indemnified of a release from all liability in respect to such claim or litigation.

Indemnification of the Holders. The Company agrees and each Guarantor, jointly and severally, agree to indemnify and hold harmless each Holder, its directors, officersofficers and employees, and each person, if any, who controls such any Holder within the meaning of the Securities Act and the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Holder, director, officer Holder or such 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 in accordance with the written consent of the CompanySection 8(d)), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in any the Registration Statement, preliminary prospectus or Prospectus (Prospectus, or any amendment “issuer information” (“Issuer Information”) filed or supplement theretorequired to be filed pursuant to Rule 433(d) provided by under the Company to any Holder or any prospective purchaser of Exchange Notes or registered Initial NotesAct, or the omission or alleged omission 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; and to reimburse each such Holder and each such director, officer or controlling person for any and all expenses (including the fees and disbursements of counsel chosen pursuant to Section 8(c)) as such expenses are reasonably incurred by such Holder or such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity in this Section 8(a) agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information relating to any of the Holders Holder furnished in writing to the Company by the Holders expressly for use in any Registration Statement or Prospectus. The indemnity agreement set forth in this Section 8 shall be in addition to any liabilities that the Company or any of the HoldersGuarantors may otherwise have.

Indemnification of the Holders. The Each of the Company and the Guarantors, jointly and severally, agrees to indemnify and hold harmless each Holder, its affiliates, directors, officersofficers and employees, and each person, if any, who controls such any Holder within the meaning of the Securities Act and the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Holder, affiliate, director, officer officer, employee 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 Company), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement, preliminary prospectus Statement or Prospectus (or any amendment or supplement thereto) provided by the Company to any Holder or any prospective purchaser of Exchange Notes or registered Initial Notes), or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary in order to make the statements therein, with respect to a Prospectus (or any amendment or supplement thereto) in the light of the circumstances under which they were made, not misleadingmisleading or in the case of any Registration Statement (or any amendment or supplement thereto) required to be stated therein; and to reimburse each such Holder and each such affiliate, director, officer officer, employee or controlling person for any and all expenses (including the reasonable fees and disbursements of counsel chosen pursuant to Section 8(c)by the Holders) as such expenses are reasonably incurred by such Holder or such affiliate, director, officer officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity in this Section 8(a) agreement shall not apply apply, with respect to a Holder, to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information relating to any of the Holders furnished in writing to the Company by such Holder expressly for use in such Registration Statement or Prospectus (or any of amendment or supplement thereto). The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the HoldersCompany or any Guarantor may otherwise have.

Indemnification of the Holders. The Company agrees and each Guarantor, jointly and severally, agree to indemnify and hold harmless each Holder, its directors, officersofficers and employees, and each person, if any, who controls such any Holder within the meaning of the Securities Act and the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Holder, director, officer Holder or such 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 CompanyCompany or Xxxxx-Illinois Group, Inc.), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in any the Registration Statement, preliminary prospectus Statement or Prospectus (or any amendment or supplement thereto) provided by the Company to any Holder or any prospective purchaser of Exchange Notes or registered Initial NotesProspectus, or the omission or alleged omission 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; and to reimburse each such Holder and each such directorPROVIDED, officer or controlling person for any and all expenses (including the fees and disbursements of counsel chosen pursuant to Section 8(c)) as such expenses are reasonably incurred by such Holder or such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, howeverHOWEVER, that the foregoing indemnity in this Section 8(a) agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information relating to any of the Holders furnished in writing to the Company by the Holders expressly for use in any Registration Statement or Prospectus; PROVIDED, FURTHER, that the foregoing indemnity agreement shall not inure to the benefit of any Holder, its directors, officers and employees, and each person, if any, who controls such Holder within the meaning of the Securities Act and the Exchange Act, who, in contravention of a requirement of applicable law, failed to deliver, or otherwise convey the information contained in, any Prospectus (as then amended or supplemented) to the person asserting any losses, claims, damages, liabilities or expenses, caused by any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, if such material misstatement or omission or alleged material misstatement or omission was cured in the Prospectus (as then amended or supplemented) and such Prospectus was required by law to be delivered at or prior to the written confirmation of sale to such person and the Prospectus and any amendment or supplement thereto was provided by the Company to the Holder in the requisite quantity and on a timely basis to permit proper delivery on or prior to the closing of such sale by such Holder. The indemnity agreement set forth in this Section 8 shall be in addition to any liabilities that the Company or any of the HoldersGuarantors may otherwise have.

Indemnification of the Holders. The Company agrees to indemnify and hold harmless each HolderHolder of Transfer Restricted Securities covered by the Shelf Registration Statement (including each Initial Purchaser), its directors, officers, officers and employees and each person, if any, person who controls any such Holder within the meaning of either Section 15 of the Securities Act and or Section 20 of the Exchange Act (each such person being sometimes hereinafter referred to as an "indemnified party") against any loss, claim, damage, liability or expense, as incurred, to which such Holder, director, officer they or controlling person any of them may become subject, subject under the Securities Act, the Exchange Act or other federal 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 Company), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated belowthereof) arises out of of, or is based upon any untrue statement or alleged untrue statement of a material fact contained in any the Shelf Registration Statement, preliminary prospectus Statement as originally filed or Prospectus (or in any amendment thereof, or in any Prospectus, or in any amendment thereof or supplement thereto) provided by the Company to any Holder or any prospective purchaser of Exchange Notes or registered Initial Notes, or arises out of, or is based upon the omission or alleged omission therefrom of a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, therein not misleading; , and to reimburse each such Holder and each such directorindemnified party, officer or controlling person as incurred, for any and all legal or other expenses (including the fees and disbursements of counsel chosen pursuant to Section 8(c)) as such expenses are reasonably incurred by such Holder or such director, officer or controlling person them in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity in this Section 8(a) agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of of, or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information relating to any of the Holders furnished in writing to the Company by or on behalf of any of such Holder specifically for inclusion therein. This indemnity agreement set forth in this Section shall be in addition to any liabilities which the HoldersCompany may otherwise have.

Indemnification of the Holders. The Company agrees and each Guarantor, jointly and severally, agree to indemnify and hold harmless each Holder, its directors, officersofficers and employees, and each person, if any, who controls such any Holder within the meaning of the Securities Act and the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Holder, director, officer Holder or such 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 CompanyCompany or Xxxxx-Illinois Group, Inc.), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in any the Registration Statement, preliminary prospectus Statement or Prospectus (or any amendment or supplement thereto) provided by the Company to any Holder or any prospective purchaser of Exchange Notes or registered Initial NotesProspectus, or the omission or alleged omission 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; and to reimburse each such Holder and each such director, officer or controlling person for any and all expenses (including the fees and disbursements of counsel chosen pursuant to Section 8(c)) as such expenses are reasonably incurred by such Holder or such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity in this Section 8(a) agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information relating to any of the Holders furnished in writing to the Company by the Holders expressly for use in any Registration Statement or Prospectus; provided, further, that the foregoing indemnity agreement shall not inure to the benefit of any Holder, its directors, officers and employees, and each person, if any, who controls such Holder within the meaning of the Act and the Exchange Act, who, in contravention of a requirement of applicable law, failed to deliver, or otherwise convey the information contained in, any Prospectus (as then amended or supplemented) to the person asserting any losses, claims, damages, liabilities or expenses, caused by any untrue statement or alleged untrue statement of a material fact contained in any preliminary Prospectus, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, if such material misstatement or omission or alleged material misstatement or omission was cured in the Prospectus (as then amended or supplemented) and such Prospectus was required by law to be delivered at or prior to the written confirmation of sale to such person and the Prospectus and any amendment or supplement thereto was provided by the Company to the Holder in the requisite quantity and on a timely basis to permit proper delivery on or prior to the closing of such sale by such Holder. The indemnity agreement set forth in this Section 8 shall be in addition to any liabilities that the Company or any of the HoldersGuarantors may otherwise have.

Indemnification of the Holders. The Company agrees to indemnify and hold harmless each Holder, its affiliates, directors, officersofficers and employees, and each person, if any, who controls such any Holder within the meaning of the Securities Act and the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Holder, affiliate, director, officer officer, employee 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 Company), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained or incorporated by reference in any Registration Statement, preliminary prospectus Statement or Prospectus (or any amendment or supplement thereto) provided by the Company to any Holder or any prospective purchaser of Exchange Notes or registered Initial Notes), or the omission or alleged omission 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; , and to reimburse each such Holder and each such affiliate, director, officer officer, employee or controlling person for any and all reasonable and documented expenses (including the reasonable and documented fees and disbursements of counsel chosen pursuant to Section 8(c)by such Holder) as such expenses are reasonably incurred by such Holder or such affiliate, director, officer officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity in this Section 8(a) agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information relating to any of the Holders furnished in writing to the Company by any of the HoldersHolders expressly for use in such Registration Statement or Prospectus (or any amendment or supplement thereto). The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Holders. The Company agrees to indemnify and hold harmless each Holder, its directors, officers, and each person, if any, who controls such Holder within the meaning of the Securities Act and the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Holder, director, officer 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 Company), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement, preliminary prospectus or Prospectus (or any amendment or supplement thereto) provided by the Company to any Holder or any prospective purchaser of Exchange Notes or registered Initial Additional Notes, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and to reimburse each such Holder and each such director, officer or controlling person for any and all expenses (including the fees and disbursements of counsel chosen pursuant to Section 8(c)) as such expenses are reasonably incurred by such Holder or such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the indemnity in this Section 8(a) shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information relating to any of the Holders furnished in writing to the Company by any of the Holders.