Common use of Indemnification of the Issuers and their Directors and Officers Clause in Contracts

Indemnification of the Issuers and their Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Issuers, each of their directors (including managers, members, partners and others having similar positions, who, in each case in this parenthetical, have liability for the Registration Statement under Section 11 of the Securities Act), each of their officers (including managers, members, partners and others having similar positions, who, in each case in this parenthetical, have liability for the Registration Statement under Section 11 of the Securities Act) who signed the Registration Statement and each person, if any, who controls any Issuer within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which any Issuer, or any such director, officer, manager, member, partner, other person having similar positions 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), 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 Registration Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430B under the Securities Act, or any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus that the Issuers have used, referred to or filed, or are required to file, pursuant to Rule 433(d) of the Securities Act or the Prospectus (or any amendment or supplement thereto), or arises out of or is based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of any preliminary prospectus, the Time of Sale Prospectus, any such free writing prospectus, or the Prospectus, 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, such amendment thereto, such preliminary prospectus, the Time of Sale Prospectus, such free writing prospectus that the Issuers have used, referred to or filed, or are required to file, pursuant to Rule 433(d) of the Securities Act, the Prospectus (or such amendment or supplement thereto), in reliance upon and in conformity with written information furnished to the Issuers by the Representatives expressly for use therein; and to reimburse the Issuers, or any such director, officer, manager, member, partner, other person having similar positions or controlling person for any and all expenses (including the fees and disbursements of counsel chosen by them) as such expenses are reasonably incurred by any Issuer, or any such director, officer, manager, member, partner, other person having similar positions or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Issuers hereby acknowledge that the only information that the Representatives and the Underwriters have furnished to the Issuers expressly for use in the Registration Statement, any amendment thereto, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus that the Issuers have filed, or are required to file, pursuant to Rule 433(d) of the Securities Act or the Prospectus (or any amendment or supplement thereto) are the statements set forth in the table in the first paragraph and as set forth in the third paragraph, the third sentence of the sixth paragraph, the seventh paragraph and the eighth paragraph, under the caption “Underwriting” in the Registration Statement, the Time of Sale Prospectus and the Prospectus. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Indemnification of the Issuers and their Directors and Officers. Each Underwriter Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Issuers, each of their directors (including managers, members, partners and others having similar positions, who, as defined in each case in this parenthetical, have liability for the Registration Statement Rule 405 under Section 11 of the Securities Act), each of their officers (including managers, members, partners and others having similar positions, who, as defined in each case in this parenthetical, have liability for the Registration Statement Rule 405 under Section 11 of the Securities Act) who signed the Registration Statement and each person, if any, who controls any Issuer within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which any Issuer, or any such director, officer, manager, member, partner, other person having similar positions 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), 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 Registration Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430B under the Securities Act, or any preliminary prospectus, the Time of Sale ProspectusPricing Disclosure Package, any free writing prospectus Issuer Written Communication (including, but not limited to, any Road Show) that the Issuers have used, used or referred to or filed, or are required to file, pursuant to Rule 433(d) of the Securities Act or the Prospectus Final Offering Memorandum (or any amendment or supplement thereto), or arises out of or is based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of any preliminary prospectus, the Time of Sale ProspectusPricing Disclosure Package, any such free writing prospectusIssuer Written Communication, or the ProspectusFinal Offering Memorandum, 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 StatementPricing Disclosure Package, such amendment thereto, such preliminary prospectus, the Time of Sale Prospectus, such free writing prospectus Issuer Written Communication that the Issuers have used, used or referred to or filedto, or are required to file, pursuant to Rule 433(d) of the Securities Act, the Prospectus Final Offering Memorandum (or such amendment or supplement thereto), in reliance upon and in conformity with written information furnished to the Issuers by the Representatives Representative expressly for use therein; and to reimburse the Issuers, or any such director, officer, manager, member, partner, other person having similar positions or controlling person for any and all expenses (including the fees and disbursements of counsel chosen by them) as such expenses are reasonably incurred by any Issuer, or any such director, officer, manager, member, partner, other person having similar positions or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Issuers hereby acknowledge that the only information that the Representatives Representative and the Underwriters Initial Purchasers have furnished to the Issuers expressly for use in the Registration StatementPricing Disclosure Package, any amendment theretoIssuer Written Communication (including, but not limited to, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus that the Issuers have filed, or are required to file, pursuant to Rule 433(dRoad Show) of the Securities Act or the Prospectus Final Offering Memorandum (or any amendment or supplement thereto) are the statements set forth in the table in the first paragraph and as set forth in the third paragraph, the third fourth sentence of the sixth paragraph, the seventh paragraph and the eighth paragraph, first sentence of the ninth paragraph under the caption “UnderwritingPlan of Distribution” in the Registration Statement, the Time of Sale Prospectus Pricing Disclosure Package and the ProspectusFinal Offering Memorandum. The indemnity agreement set forth in this Section 8(b7(b) shall be in addition to any liabilities that each Underwriter Initial Purchaser may otherwise have.

Indemnification of the Issuers and their Directors and Officers. Each Underwriter Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Issuers, each of their directors (including managers, members, partners and others having similar positions, who, as defined in each case in this parenthetical, have liability for the Registration Statement Rule 405 under Section 11 of the Securities Act), each of their officers (including managers, members, partners and others having similar positions, who, as defined in each case in this parenthetical, have liability for the Registration Statement Rule 405 under Section 11 of the Securities Act) who signed the Registration Statement and each person, if any, who controls any Issuer within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which any Issuer, or any such director, officer, manager, member, partner, other person having similar positions 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), 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 Registration Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430B under the Securities Act, or any preliminary prospectus, the Time of Sale ProspectusPricing Disclosure Package, any free writing prospectus Issuer Written Communication (including, but not limited to, any Road Show) that the Issuers have used, used or referred to or filed, or are required to file, pursuant to Rule 433(d) of the Securities Act or the Prospectus Final Offering Memorandum (or any amendment or supplement thereto), or arises out of or is based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of any preliminary prospectus, the Time of Sale ProspectusPricing Disclosure Package, any such free writing prospectusIssuer Written Communication, or the ProspectusFinal Offering Memorandum, 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 StatementPricing Disclosure Package, such amendment thereto, such preliminary prospectus, the Time of Sale Prospectus, such free writing prospectus Issuer Written Communication that the Issuers have used, used or referred to or filedto, or are required to file, pursuant to Rule 433(d) of the Securities Act, the Prospectus Final Offering Memorandum (or such amendment or supplement thereto), in reliance upon and in conformity with written information furnished to the Issuers by the Representatives expressly for use therein; and to reimburse the Issuers, or any such director, officer, manager, member, partner, other person having similar positions or controlling person for any and all expenses (including the fees and disbursements of counsel chosen by them) as such expenses are reasonably incurred by any Issuer, or any such director, officer, manager, member, partner, other person having similar positions or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Issuers hereby acknowledge that the only information that the Representatives and the Underwriters Initial Purchasers have furnished to the Issuers expressly for use in the Registration StatementPricing Disclosure Package, any amendment theretoIssuer Written Communication (including, but not limited to, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus that the Issuers have filed, or are required to file, pursuant to Rule 433(dRoad Show) of the Securities Act or the Prospectus Final Offering Memorandum (or any amendment or supplement thereto) are the statements set forth in the table in second paragraph, the first paragraph and as set forth in second sentence of the third paragraph, the third sentence of the sixth paragraph, the seventh paragraph and the eighth paragraphfourth, fifth and tenth paragraphs under the caption “UnderwritingPlan of Distribution” in the Registration Statement, the Time of Sale Prospectus Pricing Disclosure Package and the ProspectusFinal Offering Memorandum. The indemnity agreement set forth in this Section 8(b7(b) shall be in addition to any liabilities that each Underwriter Initial Purchaser may otherwise have.

Indemnification of the Issuers and their Directors and Officers. Each Underwriter Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Issuers, each of their directors (including managers, members, partners and others having similar positions, who, as defined in each case in this parenthetical, have liability for the Registration Statement Rule 405 under Section 11 of the Securities Act), each of their officers (including managers, members, partners and others having similar positions, who, as defined in each case in this parenthetical, have liability for the Registration Statement Rule 405 under Section 11 of the Securities Act) who signed the Registration Statement and each person, if any, who controls any Issuer within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which any Issuer, or any such director, officer, manager, member, partner, other person having similar positions 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), 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 Registration Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430B under the Securities Act, or any preliminary prospectus, the Time of Sale ProspectusPricing Disclosure Package, any free writing prospectus Issuer Written Communication (including, but not limited to, any Road Show) that the Issuers have used, used or referred to or filed, or are required to file, pursuant to Rule 433(d) of the Securities Act or the Prospectus Final Offering Memorandum (or any amendment or supplement thereto), or arises out of or is based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of any preliminary prospectus, the Time of Sale ProspectusPricing Disclosure Package, any such free writing prospectusIssuer Written Communication, or the ProspectusFinal Offering Memorandum, 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 StatementPricing Disclosure Package, such amendment thereto, such preliminary prospectus, the Time of Sale Prospectus, such free writing prospectus Issuer Written Communication that the Issuers have used, used or referred to or filedto, or are required to file, pursuant to Rule 433(d) of the Securities Act, the Prospectus Final Offering Memorandum (or such amendment or supplement thereto), in reliance upon and in conformity with written information furnished to the Issuers by the Representatives expressly for use therein; and to reimburse the Issuers, or any such director, officer, manager, member, partner, other person having similar positions or controlling person for any and all expenses (including the fees and disbursements of counsel chosen by them) as such expenses are reasonably incurred by any Issuer, or any such director, officer, manager, member, partner, other person having similar positions or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Issuers hereby acknowledge that the only information that the Representatives and the Underwriters Initial Purchasers have furnished to the Issuers expressly for use in the Registration StatementPricing Disclosure Package, any amendment theretoIssuer Written Communication (including, but not limited to, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus that the Issuers have filed, or are required to file, pursuant to Rule 433(dRoad Show) of the Securities Act or the Prospectus Final Offering Memorandum (or any amendment or supplement thereto) are the statements set forth in the table in second paragraph, the first paragraph and as set forth in second sentence of the third paragraph, the third sentence of the sixth paragraph, the seventh paragraph and the eighth paragraphfourth, fifth, tenth, eighteenth, twentieth and twenty-first paragraphs under the caption “UnderwritingPlan of Distribution” in the Registration Statement, the Time of Sale Prospectus Pricing Disclosure Package and the ProspectusFinal Offering Memorandum. The indemnity agreement set forth in this Section 8(b7(b) shall be in addition to any liabilities that each Underwriter Initial Purchaser may otherwise have.

Indemnification of the Issuers and their Directors and Officers. Each Underwriter Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Issuers, each of their directors (including managers, members, partners and others having similar positions, who, as defined in each case in this parenthetical, have liability for the Registration Statement Rule 405 under Section 11 of the Securities Act), each of their officers (including managers, members, partners and others having similar positions, who, as defined in each case in this parenthetical, have liability for the Registration Statement Rule 405 under Section 11 of the Securities Act) who signed the Registration Statement and each person, if any, who controls any Issuer within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which any Issuer, or any such director, officer, manager, member, partner, other person having similar positions 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), 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 Registration Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430B under the Securities Act, or any preliminary prospectus, the Time of Sale ProspectusPricing Disclosure Package, any free writing prospectus Issuer Written Communication (including, but not limited to, any Road Show) that the Issuers have used, used or referred to or filed, or are required to file, pursuant to Rule 433(d) of the Securities Act or the Prospectus Final Offering Memorandum (or any amendment or supplement thereto), or arises out of or is based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of any preliminary prospectus, the Time of Sale ProspectusPricing Disclosure Package, any such free writing prospectusIssuer Written Communication, or the ProspectusFinal Offering Memorandum, 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 StatementPricing Disclosure Package, such amendment thereto, such preliminary prospectus, the Time of Sale Prospectus, such free writing prospectus Issuer Written Communication that the Issuers have used, used or referred to or filedto, or are required to file, pursuant to Rule 433(d) of the Securities Act, the Prospectus Final Offering Memorandum (or such amendment or supplement thereto), in reliance upon and in conformity with written information furnished to the Issuers by the Representatives expressly for use therein; and to reimburse the Issuers, or any such director, officer, manager, member, partner, other person having similar positions or controlling person for any and all expenses (including the fees and disbursements of counsel chosen by them) as such expenses are reasonably incurred by any Issuer, or any such director, officer, manager, member, partner, other person having similar positions or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Issuers hereby acknowledge that the only information that the Representatives and the Underwriters Initial Purchasers have furnished to the Issuers expressly for use in the Registration StatementPricing Disclosure Package, any amendment theretoIssuer Written Communication (including, but not limited to, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus that the Issuers have filed, or are required to file, pursuant to Rule 433(dRoad Show) of the Securities Act or the Prospectus Final Offering Memorandum (or any amendment or supplement thereto) are the statements set forth in the table in second, third, fourth and fifth sentences of the first paragraph and as set forth in second paragraph, the second sentence of the third paragraph, the third first sentence of the fourth paragraph, the second sentence of the sixth paragraph, the first sentence of the seventh paragraph paragraph, and the eighth paragraph, paragraph under the caption “UnderwritingPlan of Distribution,” and the section entitled “Other Activities of Initial Purchasers” under the caption “Plan of Distribution” in the Registration Statement, the Time of Sale Prospectus Pricing Disclosure Package and the ProspectusFinal Offering Memorandum. The indemnity agreement set forth in this Section 8(b7(b) shall be in addition to any liabilities that each Underwriter Initial Purchaser may otherwise have.

Indemnification of the Issuers and their Directors and Officers. Each Underwriter Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Issuers, each of their directors (including managers, members, partners and others having similar positions, who, as defined in each case in this parenthetical, have liability for the Registration Statement Rule 405 under Section 11 of the Securities Act), each of their officers (including managers, members, partners and others having similar positions, who, as defined in each case in this parenthetical, have liability for the Registration Statement Rule 405 under Section 11 of the Securities Act) who signed the Registration Statement and each person, if any, who controls any Issuer within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which any Issuer, or any such director, officer, manager, member, partner, other person having similar positions 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), 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 Registration Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430B under the Securities Act, or any preliminary prospectus, the Time of Sale ProspectusPricing Disclosure Package, any free writing prospectus Issuer Written Communication (including, but not limited to, any Road Show) that the Issuers have used, used or referred to or filed, or are required to file, pursuant to Rule 433(d) of the Securities Act or the Prospectus Final Offering Memorandum (or any amendment or supplement thereto), or arises out of or is based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of any preliminary prospectus, the Time of Sale ProspectusPricing Disclosure Package, any such free writing prospectusIssuer Written Communication, or the ProspectusFinal Offering Memorandum, 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 StatementPricing Disclosure Package, such amendment thereto, such preliminary prospectus, the Time of Sale Prospectus, such free writing prospectus Issuer Written Communication that the Issuers have used, used or referred to or filedto, or are required to file, pursuant to Rule 433(d) of the Securities Act, the Prospectus Final Offering Memorandum (or such amendment or supplement thereto), in reliance upon and in conformity with written information furnished to the Issuers by the Representatives expressly for use therein; and to reimburse the Issuers, or any such director, officer, manager, member, partner, other person having similar positions or controlling person for any and all expenses (including the fees and disbursements of counsel chosen by them) as such expenses are reasonably incurred by any Issuer, or any such director, officer, manager, member, partner, other person having similar positions or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Issuers hereby acknowledge that the only information that the Representatives and the Underwriters Initial Purchasers have furnished to the Issuers expressly for use in the Registration StatementPricing Disclosure Package, any amendment theretoIssuer Written Communication (including, but not limited to, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus that the Issuers have filed, or are required to file, pursuant to Rule 433(dRoad Show) of the Securities Act or the Prospectus Final Offering Memorandum (or any amendment or supplement thereto) are the statements set forth in the table in first sentence of the first paragraph and as set forth in the third fourth paragraph, the third first sentence of the sixth paragraph, the fifth sentence of the seventh paragraph and paragraph, the first sentence of the eighth paragraph, the fourth sentence of the ninth paragraph, the twelfth paragraph and the first sentence of the thirteenth paragraph under the caption “UnderwritingPlan of Distribution” in the Registration Statement, the Time of Sale Prospectus Pricing Disclosure Package and the ProspectusFinal Offering Memorandum. The indemnity agreement set forth in this Section 8(b7(b) shall be in addition to any liabilities that each Underwriter Initial Purchaser may otherwise have.