Common use of Indemnification of the Initial Purchasers Clause in Contracts

Indemnification of the Initial Purchasers. Each of the Obligors, jointly and severally, agrees to indemnify and hold harmless each Initial Purchaser, its affiliates, directors and officers and each person, if any, who controls any Initial Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities (including, without limitation, legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, arising out of or based upon (i) any untrue statement or alleged untrue statement of any material fact contained in the Preliminary Offering Memorandum, the Time of Sale Memorandum, any Additional Written Communication or the Offering Memorandum (or any amendment or supplement thereto) or any road show as defined in Rule 433(h) under the Securities Act (a “road show”), or (ii) any omission or alleged omission therefrom to state a material fact necessary to make the statements therein not misleading, in the light of the circumstances under which they were made, not misleading in each case, except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to any Initial Purchaser furnished to the Partnership in writing by or on behalf of such Initial Purchaser expressly for use therein. The foregoing indemnity agreement is in addition to any liability that the Obligors may otherwise have to the Initial Purchasers or to any affiliate, director, officer or controlling person of the Initial Purchasers.

Indemnification of the Initial Purchasers. Each of the ObligorsCompany and the Guarantors, jointly and severally, agrees to indemnify and hold harmless each Initial Purchaser, its affiliates, directors and officers and each person, if any, who controls any such Initial Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act, from and against any and all losses, claims, damages or and liabilities (including, without limitation, legal fees and other expenses reasonably incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, arising that arise out of of, or are based upon (i) upon, any untrue statement or alleged untrue statement of any a material fact contained in the Preliminary Offering Memorandum, any of the other Time of Sale MemorandumInformation, any Additional Issuer Written Communication or the Offering Memorandum (or any amendment or supplement thereto) or Communication, any road show as defined in Rule 433(h) under the Securities Act (a “road show”), ) or the Offering Memorandum (iior any amendment or supplement thereto) or any omission or alleged omission therefrom to state therein a material fact necessary in order to make the statements therein not misleadingtherein, in the light of the circumstances under which they were made, not misleading misleading, in each case, case except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to any Initial Purchaser furnished to the Partnership Company in writing by or on behalf of such Initial Purchaser through the Representative expressly for use therein. The foregoing indemnity agreement is in addition to any liability , it being understood and agreed that the Obligors may otherwise have to the only such information furnished by any Initial Purchasers or to any affiliate, director, officer or controlling person Purchaser consists of the Initial Purchasersinformation described as such in subsection (b) below.

Indemnification of the Initial Purchasers. Each The Company and each of the Obligors, Guarantors jointly and severally, agrees severally agree to indemnify and hold harmless each Initial Purchaser, its affiliates, directors and officers and each person, if any, who controls any such Initial Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act, from and against any and all losses, claims, damages or and liabilities (including, without limitation, reasonable legal fees and other reasonable expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, arising that arise out of of, or are based upon (i) upon, any untrue statement or alleged untrue statement of any a material fact contained in the Preliminary Offering Memorandum, any of the other Time of Sale MemorandumInformation, any Additional Issuer Written Communication or the Offering Memorandum (or any amendment or supplement thereto) or Communication, any road show as defined in Rule 433(h) under the Securities Act (a “road show”), ) or the Offering Memorandum (iior any amendment or supplement thereto) or any omission or alleged omission therefrom to state therein a material fact necessary in order to make the statements therein not misleadingtherein, in the light of the circumstances under which they were made, not misleading misleading, in each case, case except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to any Initial Purchaser furnished to the Partnership Company in writing by or on behalf of such Initial Purchaser through the Representatives expressly for use therein. The foregoing indemnity agreement is in addition to any liability , it being understood and agreed that the Obligors may otherwise have to the only such information furnished by any Initial Purchasers or to any affiliate, director, officer or controlling person Purchaser consists of the Initial Purchasersinformation described as such in Section 8(b) of this Agreement.

Indemnification of the Initial Purchasers. Each of the Obligors, jointly and severally, The Company agrees to indemnify and hold harmless each Initial Purchaser, its affiliates, directors and officers and each person, if any, who controls any such Initial Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act, from and against any and all losses, claims, damages or and liabilities (including, without limitation, reasonable and documented legal fees and other reasonable and documented expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, arising that arise out of of, or are based upon (i) upon, any untrue statement or alleged untrue statement of any a material fact contained in the Preliminary Offering Memorandum, the Time of Sale Memorandum, any Additional Written Communication or the Offering Memorandum (or any amendment or supplement thereto) or ), any road show as defined in Rule 433(h) under the Securities Act (a “road show”), any Marketing Materials or the Pricing Disclosure Package (ii) including any Pricing Disclosure Package that has subsequently been amended), or caused by any omission or alleged omission therefrom to state therein a material fact necessary in order to make the statements therein not misleadingtherein, in the light of the circumstances under which they were made, not misleading misleading, in each case, case except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to any Initial Purchaser furnished to the Partnership Company in writing by or on behalf of such Initial Purchaser through the Representative expressly for use therein. The foregoing indemnity agreement is in addition to any liability , it being understood and agreed that the Obligors may otherwise have to the only such information furnished by any Initial Purchasers or to any affiliate, director, officer or controlling person Purchaser consists of the Initial Purchasersinformation described as such in subsection (b) below.

Indemnification of the Initial Purchasers. Each of the Obligors, jointly and severally, The Company agrees to indemnify and hold harmless each Initial Purchaser, its affiliates, directors and officers and each person, if any, who controls any such Initial Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act, from and against any and all losses, claims, damages or and liabilities (including, without limitation, reasonable and documented out-of-pocket legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, arising that arise out of of, or are based upon (i) upon, any untrue statement or alleged untrue statement of any a material fact contained in the Preliminary Offering Memorandum, any of the other Time of Sale MemorandumInformation, any Additional Issuer Written Communication or the Offering Memorandum (or any amendment or supplement thereto) or Communication, any road show as defined in Rule 433(h) under the Securities Act (a “road show”), ) or the Offering Memorandum (iior any amendment or supplement thereto) or any omission or alleged omission therefrom to state therein a material fact necessary in order to make the statements therein not misleadingtherein, in the light of the circumstances under which they were made, not misleading misleading, in each case, case except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to any Initial Purchaser furnished to the Partnership Company in writing by or on behalf of such Initial Purchaser through the Representatives expressly for use therein. The foregoing indemnity agreement is in addition to any liability , it being understood and agreed that the Obligors may otherwise have to the only such information furnished by any Initial Purchasers or to any affiliate, director, officer or controlling person Purchaser consists of the Initial Purchasersinformation described as such in subsection (b) below.

Indemnification of the Initial Purchasers. Each of the Obligors, jointly and severally, The Company agrees to indemnify and hold harmless each Initial Purchaser, its affiliates, directors and officers and each person, if any, who controls any such Initial Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act, from and against any and all losses, claims, damages or and liabilities (including, without limitation, reasonable legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, arising that arise out of of, or are based upon (i) upon, any untrue statement or alleged untrue statement of any a material fact contained in the Preliminary Offering Memorandum, any of the other Time of Sale MemorandumInformation, any Additional Issuer Written Communication or the Offering Memorandum (or Communication, any amendment or supplement thereto) or Permitted General Solicitation, any road show as defined in Rule 433(h) under the Securities Act (a “road show”), ) or the Offering Memorandum (iior any amendment or supplement thereto) or any omission or alleged omission therefrom to state therein a material fact necessary in order to make the statements therein not misleadingtherein, in the light of the circumstances under which they were made, not misleading misleading, in each case, case except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to any Initial Purchaser furnished to the Partnership Company in writing by or on behalf of such Initial Purchaser through the Representative expressly for use therein. The foregoing indemnity agreement is in addition to any liability , it being understood and agreed that the Obligors may otherwise have to the only such information furnished by any Initial Purchasers or to any affiliate, director, officer or controlling person Purchaser consists of the Initial Purchasersinformation described as such in subsection (b) below.

Indemnification of the Initial Purchasers. Each of the Obligors, jointly and severally, The Company agrees to indemnify and hold harmless each Initial Purchaser, its affiliates, directors and officers and each person, if any, who controls any such Initial Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act, from and against any and all losses, claims, damages or and liabilities (including, without limitation, reasonable and documented legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, arising that arise out of of, or are based upon (i) upon, any untrue statement or alleged untrue statement of any a material fact contained in the Preliminary Offering Memorandum, any of the other Time of Sale MemorandumInformation, any Additional Issuer Written Communication or the Offering Memorandum (or Communication, any amendment or supplement thereto) or Permitted General Solicitation, any road show as defined in Rule 433(h) under the Securities Act (a “road show”), ) or the Offering Memorandum (iior any amendment or supplement thereto) or any omission or alleged omission therefrom to state therein a material fact necessary in order to make the statements therein not misleadingtherein, in the light of the circumstances under which they were made, not misleading misleading, in each case, case except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to any Initial Purchaser furnished to the Partnership Company in writing by or on behalf of such Initial Purchaser through the Representatives expressly for use therein. The foregoing indemnity agreement is in addition to any liability , it being understood and agreed that the Obligors may otherwise have to the only such information furnished by any Initial Purchasers or to any affiliate, director, officer or controlling person Purchaser consists of the Initial Purchasersinformation described as such in subsection (b) below.

Indemnification of the Initial Purchasers. Each of the Obligors, jointly and severally, The Company agrees to indemnify and hold harmless each Initial Purchaser, its affiliates, its directors and officers and each person, if any, who controls any such Initial Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act, from and against any and all losses, claims, damages or and liabilities (including, without limitation, reasonable legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, arising that arise out of of, or are based upon (i) upon, any untrue statement or alleged untrue statement of any a material fact contained in the Preliminary Offering Memorandum, any of the other Time of Sale MemorandumInformation, any Additional Issuer Written Communication or the Offering Memorandum (or Communication, any amendment or supplement thereto) or Permitted General Solicitation, any road show as defined in Rule 433(h) under the Securities Act (a “road show”), ) or the Offering Memorandum (iior any amendment or supplement thereto) or any omission or alleged omission therefrom to state therein a material fact necessary in order to make the statements therein not misleadingtherein, in the light of the circumstances under which they were made, not misleading misleading, in each case, case except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to any Initial Purchaser furnished to the Partnership Company in writing by or on behalf of such Initial Purchaser through the Representative expressly for use therein. The foregoing indemnity agreement is in addition to any liability , it being understood and agreed that the Obligors may otherwise have to the only such information furnished by any Initial Purchasers or to any affiliate, director, officer or controlling person Purchaser consists of the Initial Purchasersinformation described as such in subsection (b) below.

Indemnification of the Initial Purchasers. Each of the ObligorsCompany and the Operating Partnership, jointly and severally, agrees agree to indemnify and hold harmless each Initial Purchaser, its affiliates, directors and officers and each person, if any, who controls any such Initial Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act, from and against any and all losses, claims, damages or and liabilities (including, without limitation, legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, arising that arise out of of, or are based upon (i) upon, any untrue statement or alleged untrue statement of any a material fact contained in the Preliminary Offering Memorandum, any of the other Time of Sale MemorandumInformation, any Additional Issuer Written Communication or the Offering Memorandum (or any amendment or supplement thereto) or Communication, any road show as defined in Rule 433(h) under the Securities Act (a “road show”), ) or the Offering Memorandum (iior any amendment or supplement thereto) or any omission or alleged omission therefrom to state therein a material fact necessary in order to make the statements therein not misleadingtherein, in the light of the circumstances under which they were made, not misleading misleading, in each case, case except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to any Initial Purchaser furnished to the Partnership Company in writing by or on behalf of such Initial Purchaser through the Representative expressly for use therein. The foregoing indemnity agreement is in addition to any liability , it being understood and agreed that the Obligors may otherwise have to the only such information furnished by any Initial Purchasers or to any affiliate, director, officer or controlling person Purchaser consists of the Initial PurchasersPurchaser Information.

Indemnification of the Initial Purchasers. Each of The Company and the Obligors, Guarantors jointly and severally, agrees severally agree to indemnify and hold harmless each Initial Purchaser, its affiliates, directors and officers and each person, if any, who controls any such Initial Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act, from and against any and all losses, claims, damages or and liabilities (including, without limitation, reasonable, documented legal fees and other reasonable, documented expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, arising that arise out of of, or are based upon (i) upon, any untrue statement or alleged untrue statement of any a material fact contained in the Preliminary Offering Memorandum, any of the other Time of Sale MemorandumInformation, any Additional Issuer Written Communication or the Offering Memorandum (or any amendment or supplement thereto) or Communication, any road show as defined in Rule 433(h) under the Securities Act (a “road show”), ) or the Offering Memorandum (iior any amendment or supplement thereto) or any omission or alleged omission therefrom to state therein a material fact necessary in order to make the statements therein not misleadingtherein, in the light of the circumstances under which they were made, not misleading misleading, in each case, case except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to any Initial Purchaser furnished to the Partnership Company in writing by or on behalf of such Initial Purchaser through the Representative expressly for use therein. The foregoing indemnity agreement is in addition to any liability , it being understood and agreed that the Obligors may otherwise have to the only such information furnished by any Initial Purchasers or to any affiliate, director, officer or controlling person Purchaser consists of the Initial Purchasersinformation described as such in subsection (b) of this Section 7.

Indemnification of the Initial Purchasers. Each of the Obligors, Antero Entities jointly and severally, agrees severally agree to indemnify and hold harmless each Initial Purchaser, its affiliates, selling agents, directors and officers and each person, if any, who controls any such Initial Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act, from and against any and all losses, claims, damages or and liabilities (including, without limitation, legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, arising that arise out of of, or are based upon (i) upon, any untrue statement or alleged untrue statement of any a material fact contained in the Preliminary Offering Memorandum, any of the other Time of Sale MemorandumInformation, any Additional Issuer Written Communication or the Offering Memorandum (or any amendment or supplement thereto) or Communication, any road show as defined in Rule 433(h) under the Securities Act (a “road show”), ) or the Offering Memorandum (iior any amendment or supplement thereto) or any omission or alleged omission therefrom to state therein a material fact necessary in order to make the statements therein not misleadingtherein, in the light of the circumstances under which they were made, not misleading misleading, in each case, case except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to any Initial Purchaser furnished to the Partnership Company in writing by or on behalf of such Initial Purchaser through the Representative expressly for use therein. The foregoing indemnity agreement is in addition to any liability , it being understood and agreed that the Obligors may otherwise have to the only such information furnished by any Initial Purchasers or to any affiliate, director, officer or controlling person Purchaser consists of the Initial Purchasersinformation described as such in subsection (b) below.

Indemnification of the Initial Purchasers. Each of the ObligorsIssuers and each of the Initial Guarantors and, on the Closing Date upon the execution and delivery of the Joinder Agreement, each of the Gemstar Guarantors jointly and severally, agrees severally agree to indemnify and hold harmless each Initial Purchaser, its affiliates, directors and officers and each person, if any, who controls any such Initial Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act, from and against any and all losses, claims, damages or and liabilities (including, without limitation, legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, arising that arise out of of, or are based upon (i) upon, any untrue statement or alleged untrue statement of any a material fact contained in the Preliminary Offering Memorandum, the Time of Sale Memorandum, any Additional Issuer Written Communication or the Offering Memorandum (or any amendment or supplement thereto) or any road show as defined in Rule 433(h) under the Securities Act (a “road show”), or (ii) any omission or alleged omission therefrom to state therein a material fact necessary in order to make the statements therein not misleadingtherein, in the light of the circumstances under which they were made, not misleading misleading, in each case, case except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to any Initial Purchaser furnished to the Partnership Issuers in writing by or on behalf of such Initial Purchaser through the Representative expressly for use therein. The foregoing indemnity agreement is in addition to any liability that the Obligors may otherwise have to the Initial Purchasers or to any affiliate, director, officer or controlling person of the Initial Purchasers.

Indemnification of the Initial Purchasers. Each of the Obligors, jointly and severally, The Company agrees to indemnify and hold harmless each Initial Purchaser, its affiliates, directors and officers and each person, if any, who controls any such Initial Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act, from and against any and all losses, claims, damages or and liabilities (including, without limitation, reasonable and documented out of pocket legal fees and other expenses incurred in connection with defending or investigating any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, arising that arise out of of, or are based upon (i) upon, any untrue statement or alleged untrue statement of any a material fact contained in the Preliminary Offering Memorandum, any of the other Time of Sale MemorandumInformation, any Additional Issuer Written Communication or the Offering Memorandum (or any amendment or supplement thereto) or Communication, any road show as defined in Rule 433(h) under the Securities Act (a “road show”), ) or the Offering Memorandum (iior any amendment or supplement thereto) or any omission or alleged omission therefrom to state therein a material fact necessary in order to make the statements therein not misleadingtherein, in the light of the circumstances under which they were made, not misleading misleading, in each case, case except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to any Initial Purchaser furnished to the Partnership Company in writing by or on behalf of such Initial Purchaser through the Representative expressly for use therein. The foregoing indemnity agreement is in addition to any liability , it being understood and agreed that the Obligors may otherwise have to the only such information furnished by any Initial Purchasers or to any affiliate, director, officer or controlling person Purchaser consists of the Initial Purchasersinformation described as such in subsection ‎(b) below.

Indemnification of the Initial Purchasers. Each of the Obligors, jointly and severally, The Company agrees to indemnify and hold harmless each Initial Purchaser, its affiliates, directors and officers and each person, if any, who controls any such Initial Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act, from and against any and all losses, claims, damages or and liabilities (including, without limitation, reasonable and documented legal fees and other expenses reasonably incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, arising that arise out of of, or are based upon (i) upon, any untrue statement or alleged untrue statement of any a material fact contained in the Preliminary Offering Memorandum, any of the other Time of Sale MemorandumInformation, any Additional Issuer Written Communication or the Offering Memorandum (or any amendment or supplement thereto) or Communication, any road show as defined in Rule 433(h) under the Securities Act (a “road show”), ) or the Offering Memorandum (iior any amendment or supplement thereto) or any omission or alleged omission therefrom to state therein a material fact necessary in order to make the statements therein not misleadingtherein, in the light of the circumstances under which they were made, not misleading misleading, in each case, case except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to any Initial Purchaser furnished to the Partnership Company in writing by or on behalf of such Initial Purchaser through the Representative expressly for use therein. The foregoing indemnity agreement is in addition to any liability , it being understood and agreed that the Obligors may otherwise have to the only such information furnished by any Initial Purchasers or to any affiliate, director, officer or controlling person Purchaser consists of the Initial Purchasersinformation described as such in subsection (b) below.

Indemnification of the Initial Purchasers. Each The Acquisition Sub agrees, and upon and from the execution and delivery of the ObligorsJoinder Agreement, the Company and each of the Guarantors jointly and severallyseverally agree, agrees to indemnify and hold harmless each Initial Purchaser, its affiliates, directors and officers and each person, if any, who controls any such Initial Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act, from and against any and all losses, claims, damages or and liabilities (including, without limitation, reasonable and documented legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, arising that arise out of of, or are based upon (i) upon, any untrue statement or alleged untrue statement of any a material fact contained in the Preliminary Offering Memorandum, any of the other Time of Sale MemorandumInformation, any Additional Issuer Written Communication or the Offering Memorandum (or any amendment or supplement thereto) or any road show as defined in Rule 433(h) under the Securities Act (a “road show”), or (ii) any omission or alleged omission therefrom to state therein a material fact necessary in order to make the statements therein not misleadingtherein, in the light of the circumstances under which they were made, not misleading misleading, in each case, case except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to any Initial Purchaser furnished to the Partnership Acquisition Sub or the Company in writing by or on behalf of such Initial Purchaser expressly for use therein. The foregoing indemnity agreement is in addition to any liability that the Obligors may otherwise have to the Initial Purchasers or to any affiliate, director, officer or controlling person of the Initial Purchasers.

Indemnification of the Initial Purchasers. Each of the Obligors, jointly and severally, The Company agrees to indemnify and hold harmless each Initial Purchaser, its affiliates, directors and officers and each person, if any, who controls any such Initial Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act, from and against any and all losses, claims, damages or and liabilities (including, without limitation, reasonable, documented legal fees and other reasonable, documented expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, arising that arise out of of, or are based upon (i) upon, any untrue statement or alleged untrue statement of any a material fact contained in the Preliminary Offering Memorandum, any of the other Time of Sale MemorandumInformation, any Additional Issuer Written Communication or the Offering Memorandum (or any amendment or supplement thereto) or Communication, any road show as defined in Rule 433(h) under the Securities Act (a “road show”), ) or the Offering Memorandum (iior any amendment or supplement thereto) or any omission or alleged omission therefrom to state therein a material fact necessary in order to make the statements therein not misleadingtherein, in the light of the circumstances under which they were made, not misleading misleading, in each case, case except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to any Initial Purchaser furnished to the Partnership Company in writing by or on behalf of such Initial Purchaser through the Representatives expressly for use therein. The foregoing indemnity agreement is in addition to any liability , it being understood and agreed that the Obligors may otherwise have to the only such information furnished by any Initial Purchasers or to any affiliate, director, officer or controlling person Purchaser consists of the Initial Purchasersinformation described as such in subsection (b) of this Section 7.

Indemnification of the Initial Purchasers. Each The Company and each of the Obligors, Guarantors jointly and severally, agrees severally agree to indemnify and hold harmless each Initial Purchaser, its affiliates, directors and officers and each person, if any, who controls any such Initial Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act, from and against any and all losses, claims, damages or and liabilities (including, without limitation, reasonable legal fees and other reasonable expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, arising that arise out of of, or are based upon (i) upon, any untrue statement or alleged untrue statement of any a material fact contained in the Preliminary Offering Memorandum, any of the other Time of Sale MemorandumInformation, any Additional Issuer Written Communication or the Offering Memorandum (or any amendment or supplement thereto) or Communication, any road show as defined in Rule 433(h) under the Securities Act (a “road show”), ) or the Offering Memorandum (iior any amendment or supplement thereto) or any omission or alleged omission therefrom to state therein a material fact necessary in order to make the statements therein not misleadingtherein, in the light of the circumstances under which they were made, not misleading misleading, in each case, case except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to any Initial Purchaser furnished to the Partnership Company in writing by or on behalf of such Initial Purchaser through the Representative expressly for use therein. The foregoing indemnity agreement is in addition to any liability , it being understood and agreed that the Obligors may otherwise have to the only such information furnished by any Initial Purchasers or to any affiliate, director, officer or controlling person Purchaser consists of the Initial Purchasersinformation described as such in Section 8(b) of this Agreement.