Common use of Indemnification of the Initial Purchaser Clause in Contracts

Indemnification of the Initial Purchaser. The Company agrees to indemnify and hold harmless the Initial Purchaser, its directors, officers and employees, agents, and each person, if any, who controls the Initial Purchaser within the meaning of the Securities Act and the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which the Initial Purchaser or such controlling person may become subject, 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 the Preliminary Offering Memorandum, the Final Offering Memorandum, the Final Term Sheet, any Issuer Written Information or any other written information used by or on behalf of the Company in connection with the offer or sale of the Notes (or any amendment or supplement to the foregoing), 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, and to reimburse the Initial Purchaser, its officers, directors, employees, agents and each such controlling person for any and all expenses (including the fees and disbursements of counsel chosen by the Initial Purchaser) as such expenses are reasonably incurred by the Initial Purchaser, its officers, directors, employees, agents or such 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 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 furnished to the Company by the Initial Purchaser expressly for use in the Preliminary Offering Memorandum, the Final Offering Memorandum, the Final Term Sheet, any Issuer Written Information or any other written information used by or on behalf of the Company in connection with the offer or sale of the Notes (or any amendment or supplement to the foregoing). 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 Initial Purchaser. The Each of the Company and the Guarantors, jointly and severally, agrees to indemnify and hold harmless the Initial Purchaser, its directors, officers and employees, agents, and each person, if any, who controls the Initial Purchaser within the meaning of the Securities Act and the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which the Initial Purchaser and each such director, officer, employee 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 Company 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 thereof as contemplated below) arises out of or is based based: upon any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Memorandum, the Final Offering Memorandum, the Final Term SheetPricing Supplement, any Issuer Company Additional Written Information or any other written information used by or on behalf of the Company in connection with the offer or sale of the Notes Final Offering Memorandum (or any amendment or supplement to the foregoingthereto), or the omission or alleged omission therefrom of a material fact, in each case, fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, ; and to reimburse the Initial Purchaser, its officers, directors, employees, agents Purchaser and each such director, officer, employee or controlling person for any and all expenses (including the fees and disbursements of counsel chosen by the Initial Purchaser) as such expenses are reasonably incurred by the Initial Purchaser, its officers, directors, employees, agents Purchaser or such director, 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 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 furnished to the Company by the Initial Purchaser expressly for use in the Preliminary Offering Memorandum, the Final Offering Memorandum, the Final Term SheetPricing Supplement, any Issuer Company Additional Written Information or any other written information used by or on behalf of the Company in connection with the offer or sale of the Notes Final Offering Memorandum (or any amendment or supplement to the foregoingthereto). 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 Initial Purchaser. The Company agrees and each of the Subsidiary Guarantors jointly and severally agree to indemnify and hold harmless the Initial Purchaser, its directorsaffiliates, directors and officers and employees, agents, and each person, if any, who controls the Initial Purchaser within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act Act, from and against any lossand all losses, claimclaims, damagedamages and liabilities (including, liability without limitation, legal fees and other expenses incurred in connection with any suit, action or expenseproceeding or any claim asserted, as such fees and expenses are incurred), to which the Initial Purchaser joint or such controlling person may become subjectseveral, insofar as such lossthat arise out of, claimor are based upon, 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 the Preliminary Offering Memorandum, any of the Final Offering Memorandum, the Final Term Sheetother Pricing Disclosure Package, any Issuer Written Information Communication, any road show as defined in Rule 433(h) under the Securities Act or any other written information used by or on behalf of the Company in connection with the offer or sale of the Notes Offering Memorandum (or any amendment or supplement to the foregoing), thereto) or the any omission or alleged omission therefrom of to state therein a material fact, in each case, fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and to reimburse the Initial Purchaser, its officers, directors, employees, agents and in each such controlling person for any and all expenses (including the fees and disbursements of counsel chosen by the Initial Purchaser) case except insofar as such expenses losses, claims, damages or liabilities arise out of, or are reasonably incurred by the Initial Purchaserbased upon, its officers, directors, employees, agents or such 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 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 untrue statement or omission made in reliance upon and in conformity with written any information relating to the Initial Purchaser furnished to the Company in writing by the Initial Purchaser expressly for use therein (the “Initial Purchaser Information”). Each of the Company and the Subsidiary Guarantors hereby acknowledges that the Initial Purchaser Information only includes (i) the name of the Initial Purchaser on the cover page, in the “Important Notice” section and under the caption “Plan of Distribution” in the Preliminary Offering Memorandum, Memorandum and the Final Offering Memorandum and (ii) the sixth full paragraph of the “Plan of Distribution” section in the Preliminary Offering Memorandum and the Offering Memorandum, the Final Term Sheet, any Issuer Written Information or any other written information used by or on behalf of the Company in connection with the offer or sale of the Notes (or any amendment or supplement to the foregoing). 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 Initial Purchaser. The Company agrees to indemnify and hold harmless the Initial Purchaser, its directorsaffiliates, directors and officers and employees, agents, and each person, if any, who controls the Initial Purchaser within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act Act, from and against any lossand all losses, claimclaims, damagedamages and liabilities (including, liability without limitation, legal fees and other expenses incurred in connection with any suit, action or expenseproceeding or any claim asserted, as such fees and expenses are incurred), to which the Initial Purchaser joint or such controlling person may become subjectseveral, insofar as such lossthat arise out of, claimor are based upon, 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 the Preliminary Offering MemorandumCircular, any of the Final Offering Memorandum, the Final Term Sheetother Time of Sale Information, any Issuer Written Information Communication, any road show as defined in Rule 433(h) under the Securities Act (a “road show”) or any other written information used by or on behalf of the Company in connection with the offer or sale of the Notes Offering Circular (or any amendment or supplement to the foregoing), thereto) or the any omission or alleged omission therefrom of to state therein a material fact, in each case, fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and to reimburse the Initial Purchaser, its officers, directors, employees, agents and in each such controlling person for any and all expenses (including the fees and disbursements of counsel chosen by the Initial Purchaser) case except insofar as such expenses losses, claims, damages or liabilities arise out of, or are reasonably incurred by the Initial Purchaserbased upon, its officers, directors, employees, agents or such 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 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 untrue statement or omission made in reliance upon and in conformity with written any information furnished to the Company in writing by the Initial Purchaser expressly for use in therein, it being understood and agreed that the Preliminary Offering Memorandum, only such information furnished by the Final Offering Memorandum, the Final Term Sheet, any Issuer Written Information or any other written information used by or on behalf Initial Purchaser consists of the Company information described as such in connection with the offer or sale of the Notes subsection (or any amendment or supplement to the foregoing). The indemnity agreement set forth in this Section 8(ab) shall be in addition to any liabilities that the Company may otherwise havebelow.