Common use of Indemnification of the Issuers Clause in Contracts

Indemnification of the Issuers. Each Initial Purchasers agrees, severally and not jointly, to indemnify and hold harmless each Issuer, each of their respective directors, officers and employees, and each person, if any, who controls the Issuers within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Issuers, or any such director, 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 such Initial Purchaser), 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 Pricing Supplement, any Company Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Preliminary Offering Memorandum, the Pricing Supplement, any Company Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto), in reliance upon and in conformity with written information furnished to the Issuers by such Initial Purchaser through the Representatives expressly for use therein; and to reimburse the Issuers and each such director, officer, employee or controlling person for any and all expenses (including the fees and disbursements of counsel) as such expenses are reasonably incurred by the Issuers or such director or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. Each Issuer hereby acknowledges that the only information that the Initial Purchasers through the Representatives have furnished to the Issuers expressly for use in the Preliminary Offering Memorandum, the Pricing Supplement, any Company Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto) are the statements set forth in the fifth paragraph and the third sentence of the seventh paragraph under the caption “Plan of Distribution” in the Preliminary Offering Memorandum and the Final Offering Memorandum. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Initial Purchaser may otherwise have.

Indemnification of the Issuers. Each Initial Purchasers agrees, severally and not jointly, to indemnify and hold harmless each Issuer, each of their respective directors, officers and employees, and each person, if any, who controls the Issuers within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Issuers, or any such director, 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 such Initial Purchaser), 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 Pricing Supplement, any Company Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Preliminary Offering Memorandum, the Pricing Supplement, any Company Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto), in reliance upon and in conformity with written information furnished to the Issuers by such Initial Purchaser through the Representatives Representative expressly for use therein; and to reimburse the Issuers and each such director, officer, employee or controlling person for any and all expenses (including the fees and disbursements of counsel) as such expenses are reasonably incurred by the Issuers or such director or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. Each Issuer hereby acknowledges that the only information that the Initial Purchasers through the Representatives Representative have furnished to the Issuers expressly for use in the Preliminary Offering Memorandum, the Pricing Supplement, any Company Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto) are the statements set forth in the fifth paragraph and the third sentence of the seventh paragraph under the caption “Plan of Distribution” in the Preliminary Offering Memorandum and the Final Offering Memorandum. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Initial Purchaser may otherwise have.

Indemnification of the Issuers. Each Initial Purchasers Purchaser agrees, severally and not jointly, to indemnify and hold harmless each Issuer, each of their respective its affiliates, officers, directors, officers employees, members, managers and employeesagents, and each person, if any, who controls the Issuers an Issuer within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange ActAct to the same extent as the indemnity set forth in paragraph (a) above, against but only with respect to any losslosses, claimclaims, damage, liability damages or expense, as incurred, to which the Issuersliabilities that arise out of, or any such directorare based upon, 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 such Initial Purchaser), 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 omission or alleged untrue statement of a material fact contained or omission made in reliance upon and in conformity with any information relating to such Purchaser furnished to the Issuers in writing by such Purchaser through X.X. Xxxxxx Securities Inc. expressly for use in the Preliminary Offering Memorandum, Memorandum (the Pricing Supplement"Purchaser Information"), any Company Additional other Time of Sale Information, any Issuer Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto), it being understood and agreed that the only such information consists of the following: the paragraph related to over-allotment, covering and stabilization transactions under the heading "Plan of distribution;" provided, however, that the foregoing indemnity agreement with respect to the Preliminary Offering Memorandum shall not inure to the benefit of either Issuer from whom the person asserting any such losses, claims, damages or liabilities purchased Notes, or any person controlling either Issuer where it shall have been determined by a court of competent jurisdiction by final and nonappealable judgment that (i) prior to the omission Time of Sale, the Purchasers shall have notified either Issuer that the Purchaser Information in the Preliminary Offering Memorandum contains an untrue statement of material fact or alleged omission therefrom of omits to state therein a material fact necessary required to be stated therein in order to make the statements therein, in the light of the circumstances under which they were made, therein not misleading, in each case to the extent, but only to the extent, that (ii) such untrue statement or alleged untrue statement omission of a material fact was corrected in an amended or omission or alleged omission was made in the supplemented Preliminary Offering MemorandumMemorandum or, the Pricing Supplementwhere permitted by law, any Company Additional an Issuer Written Communication or the Final and such corrected Preliminary Offering Memorandum (or any amendment Issuer Written Communication was provided to such Purchaser far enough in advance of the Time of Sale so that such corrected Preliminary Offering Memorandum or supplement thereto), in reliance upon and in conformity with written information furnished Issuer Written Communication could have been provided to such person prior to the Issuers by Time of Sale, (iii) the Purchaser did not send or give such Initial Purchaser through corrected Preliminary Offering Memorandum or Issuer Written Communication to such person at or prior to the Representatives expressly for use therein; Time of Sale of the Notes to such person, and to reimburse the Issuers and each such director, officer, employee or controlling person for any and all expenses (including the fees and disbursements of counseliv) as such expenses are reasonably incurred by the Issuers or such director or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense damage or action. Each Issuer hereby acknowledges that liability would not have occurred had the only information that Purchaser delivered the Initial Purchasers through the Representatives have furnished to the Issuers expressly for use in the Preliminary Offering Memorandum, the Pricing Supplement, any Company Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto) are the statements set forth in the fifth paragraph and the third sentence of the seventh paragraph under the caption “Plan of Distribution” in the corrected Preliminary Offering Memorandum and the Final Offering Memorandum. The indemnity agreement set forth in this Section 8(b) shall be in addition or Issuer Written Communication to any liabilities that each Initial Purchaser may otherwise havesuch person.

Indemnification of the Issuers. Each Initial Purchasers Purchaser agrees, severally and not jointly, to indemnify and hold harmless each Issuerof the Issuers, each of their respective partners, directors, officers and employees, and each person, if any, who controls the Issuers within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Issuers, Issuers or any such partner, director, officer, employee 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 such Initial Purchaser), 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 Pricing Supplement, any Company Issuer Additional Written Communication Information or the Final Offering Memorandum (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Preliminary Offering Memorandum, the Pricing Supplement, any Company Issuer Additional Written Communication Information or the Final Offering Memorandum (or any amendment or supplement thereto), in reliance upon and in conformity with written information furnished to the Issuers by such Initial Purchaser through the Representatives Representative expressly for use therein; and to reimburse the Issuers and each such director, officer, employee director or controlling person for any and all expenses (including the fees and disbursements of counsel) as such expenses are reasonably incurred by the Issuers or such director or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. Each Issuer of the Issuers hereby acknowledges that the only information that the Initial Purchasers through the Representatives have furnished to the Issuers expressly for use in the Preliminary Offering Memorandum, the Pricing Supplement, any Company Issuer Additional Written Communication Information or the Final Offering Memorandum (or any amendment or supplement thereto) are the statements set forth in the fourth and fifth sentences of the twelfth paragraph and in the third sentence of the seventh fourteenth paragraph under the caption “Plan of Distribution” in the Preliminary Offering Memorandum and the Final Offering Memorandum. The indemnity agreement set forth in this Section 8(b7(b) shall be in addition to any liabilities that each Initial Purchaser may otherwise have.

Indemnification of the Issuers. Each Initial Purchasers Purchaser agrees, severally and not jointly, to indemnify and hold harmless each Issuerof the Issuers, each of their respective partners, directors, officers and employees, and each person, if any, who controls the Issuers within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Issuers, Issuers or any such partner, director, officer, employee 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 such Initial Purchaser), 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 Pricing Supplement, any Company Issuer Additional Written Communication Information or the Final Offering Memorandum (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Preliminary Offering Memorandum, the Pricing Supplement, any Company Issuer Additional Written Communication Information or the Final Offering Memorandum (or any amendment or supplement thereto), in reliance upon and in conformity with written information furnished to the Issuers by such Initial Purchaser through the Representatives Representative expressly for use therein; and to reimburse the Issuers and each such director, officer, employee director or controlling person for any and all expenses (including the fees and disbursements of counsel) as such expenses are reasonably incurred by the Issuers or such director or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. Each Issuer of the Issuers hereby acknowledges that the only information that the Initial Purchasers through the Representatives have furnished to the Issuers expressly for use in the Preliminary Offering Memorandum, the Pricing Supplement, any Company Issuer Additional Written Communication Information or the Final Offering Memorandum (or any amendment or supplement thereto) are the statements set forth in the fourth and fifth sentences of the tenth paragraph and in the third sentence of the seventh twelfth paragraph under the caption “Plan of Distribution” in the Preliminary Offering Memorandum and the Final Offering Memorandum. The indemnity agreement set forth in this Section 8(b7(b) shall be in addition to any liabilities that each Initial Purchaser may otherwise have.