Common use of Indemnification of the Purchasers Clause in Contracts

Indemnification of the Purchasers. The Partnership Entities hereby agree, jointly and severally, to indemnify and hold harmless each Purchaser, its affiliates, directors, officers and employees and each person, if any, who controls any Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any loss, claim, damage or liability, joint or several, or any action in respect thereof (including, but not limited to, any loss, claim, damage, liability or action relating to purchases and sales of the Notes), to which that Purchaser, affiliate, director, officer, employee or controlling person may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, liability or action arises out of, or is based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in (A) the Preliminary Offering Memorandum or the Final Offering Memorandum or in any amendment or supplement thereto (including, without limitation, any Supplemental Marketing Material), (B) any Issuer Free Writing Communication or in any amendment or supplement thereto, (C) any Exchange Act report, or (D) any Blue Sky application or other document prepared or executed by the Partnership (or based upon any written information furnished by the Partnership for use therein) specifically for the purpose of qualifying any or all of the Notes under the securities laws of any state or other jurisdiction (any such application, document or information being hereinafter called a “Blue Sky Application”) or (ii) the omission or alleged omission to state in the Preliminary Offering Memorandum or the Final Offering Memorandum, any Issuer Free Writing Communication or in any amendment or supplement thereto, any Supplemental Marketing Material, any Exchange Act report or in any Blue Sky Application, any material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse each Purchaser and each such affiliate, director, officer, employee or controlling person promptly upon demand for any legal or other expenses reasonably incurred by that Purchaser, affiliate, director, officer, employee or controlling person in connection with investigating or defending or preparing to defend against any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that none of the Partnership Entities shall be liable in any such case to the extent that any such loss, claim, damage, liability or action arises out of, or is based upon, any untrue statement or alleged untrue statement or omission or alleged omission made in the Preliminary Offering Memorandum, the Final Offering Memorandum, any Issuer Free Writing Communication or in any such amendment or supplement thereto, any Supplemental Marketing Material, any Exchange Act report or in any Blue Sky Application, in reliance upon and in conformity with written information concerning such Purchaser furnished to the Partnership through the Representative by or on behalf of any Purchaser specifically for inclusion therein, which information consists solely of the information specified in Section 7(e). The foregoing indemnity agreement is in addition to any liability which the Partnership may otherwise have to any Purchaser or to any affiliate, director, officer, employee or controlling person of that Purchaser.

Indemnification of the Purchasers. The Partnership Entities hereby agree, jointly and severally, to indemnify and hold harmless each Purchaser, its affiliates, directors, officers and employees and each person, if any, who controls any Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any loss, claim, damage or liability, joint or several, or any action in respect thereof (including, but not limited to, any loss, claim, damage, liability or action relating to purchases and sales of the Notes), to which that Purchaser, affiliate, director, officer, employee or controlling person may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, liability or action arises out of, or is based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in (A) the Preliminary Offering Memorandum or the Final Offering Memorandum or in any amendment or supplement thereto (including, without limitation, any Supplemental Marketing Material), (B) any Issuer Free Writing Communication or in any amendment or supplement thereto, (C) any Exchange Act report, or (D) any Blue Sky application or other document prepared or executed by the Partnership (or based upon any written information furnished by the Partnership for use therein) specifically for the purpose of qualifying any or all of the Notes under the securities laws of any state or other jurisdiction (any such application, document or information being hereinafter called a “Blue Sky Application”) or (ii) the omission or alleged omission to state in the Preliminary Offering Memorandum or the Final Offering Memorandum, any Issuer Free Writing Communication or in any amendment or supplement thereto, any Supplemental Marketing Material, any Exchange Act report or in any Blue Sky Application, any material fact required to be stated therein or necessary in order to make the statements therein therein, in the light of the circumstances under which they were made, not misleading, and shall reimburse each Purchaser and each such affiliate, director, officer, employee or controlling person promptly upon demand for any legal or other expenses reasonably incurred by that Purchaser, affiliate, director, officer, employee or controlling person in connection with investigating or defending or preparing to defend against any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that none of the Partnership Entities shall be liable in any such case to the extent that any such loss, claim, damage, liability or action arises out of, or is based upon, any untrue statement or alleged untrue statement or omission or alleged omission made in the Preliminary Offering Memorandum, the Final Offering Memorandum, any Issuer Free Writing Communication or in any such amendment or supplement thereto, any Supplemental Marketing Material, any Exchange Act report or in any Blue Sky Application, in reliance upon and in conformity with written information concerning such Purchaser furnished to the Partnership through the Representative by or on behalf of any Purchaser specifically for inclusion therein, which information consists solely of the information specified in Section 7(e). The foregoing indemnity agreement is in addition to any liability which the Partnership may otherwise have to any Purchaser or to any affiliate, director, officer, employee or controlling person of that Purchaser.

Indemnification of the Purchasers. The Partnership Entities hereby agree, Company and the Guarantors will jointly and severally, to severally indemnify and hold harmless each Purchaser, its affiliatesofficers, directorsemployees, officers agents, partners, members, directors and employees its affiliates and each person, if any, who controls any such Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange ActAct (each, from and an “Indemnified Party”), against any lossand all losses, claimclaims, damage damages or liabilityliabilities, joint or several, or any action in respect thereof (including, but not limited to, any loss, claim, damage, liability or action relating to purchases and sales of the Notes), to which that Purchaser, affiliate, director, officer, employee or controlling person such Indemnified Party may become subject, under the Securities Act Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losslosses, claimclaims, damage, liability damages or action arises liabilities (or actions in respect thereof) arise out of, of or is are based upon, (i) upon any untrue statement or alleged untrue statement of a any material fact contained in (A) the Preliminary Offering Memorandum or the Final Offering Memorandum Memorandum, in each case as amended or in supplemented or any amendment or supplement thereto Issuer Free Writing Communication (including, without limitation, any Supplemental Marketing Material), (B) any Issuer Free Writing Communication or in any amendment or supplement thereto, (C) any Exchange Act report, or (D) any Blue Sky application arise out of or other document prepared or executed by the Partnership (or are based upon any written information furnished by the Partnership for use therein) specifically for the purpose of qualifying any or all of the Notes under the securities laws of any state or other jurisdiction (any such application, document or information being hereinafter called a “Blue Sky Application”) or (ii) the omission or alleged omission to state in the Preliminary Offering Memorandum or the Final Offering Memorandum, any Issuer Free Writing Communication or in any amendment or supplement thereto, any Supplemental Marketing Material, any Exchange Act report or in any Blue Sky Application, any of a material fact required to be stated therein or necessary in order to make the statements therein therein, in the light of the circumstances under which they were made, not misleading, misleading and shall will reimburse each Purchaser and each such affiliate, director, officer, employee or controlling person promptly upon demand Indemnified Party for any legal or other expenses reasonably incurred by that Purchaser, affiliate, director, officer, employee or controlling person such Indemnified Party in connection with investigating investigating, preparing or defending or preparing to defend against any such loss, claim, damage, liability liability, action, litigation, investigation or action proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that none of the Partnership Entities shall Company and the Guarantors will not be liable in any such case to the extent that any such loss, claim, damage, damage or liability or action arises out of, of or is based upon, any upon an untrue statement or alleged untrue statement in or omission or alleged omission made in the Preliminary Offering Memorandum, the Final Offering Memorandum, from any Issuer Free Writing Communication or in any of such amendment or supplement thereto, any Supplemental Marketing Material, any Exchange Act report or in any Blue Sky Application, documents in reliance upon and in conformity with written information concerning such Purchaser furnished to the Partnership Company by any Purchaser through the Representative Representatives specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Purchaser specifically for inclusion therein, which information consists solely of the information specified described as such in Section 7(e). The foregoing indemnity agreement is in addition to any liability which the Partnership may otherwise have to any Purchaser or to any affiliate, director, officer, employee or controlling person of that Purchasersubsection (b) below.

Indemnification of the Purchasers. The Partnership Entities hereby agree, Issuers jointly and severally, severally agree to indemnify and hold harmless each Purchaser, its affiliates, directors, directors and officers and employees and each person, if any, who controls any such Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any lossand all losses, claimclaims, damage damages and liabilities (including, without limitation, reasonable legal fees and other expenses incurred in connection with any suit, action or liabilityproceeding or any claim asserted, as such fees and expenses are incurred), joint or several, or any action in respect thereof (including, but not limited to, any loss, claim, damage, liability or action relating to purchases and sales of the Notes), to which that Purchaser, affiliate, director, officer, employee or controlling person may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, liability or action arises arise out of, or is are based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in (A) the Preliminary Offering Memorandum Memorandum, any other Time of Sale Information, any Issuer Written Communication or the Final Offering Memorandum (or in any amendment or supplement thereto (including, without limitation, any Supplemental Marketing Material), (B) any Issuer Free Writing Communication or in any amendment or supplement thereto, (C) any Exchange Act report, or (D) any Blue Sky application or other document prepared or executed by the Partnership (or based upon any written information furnished by the Partnership for use therein) specifically for the purpose of qualifying any or all of the Notes under the securities laws of any state or other jurisdiction (any such application, document or information being hereinafter called a “Blue Sky Application”) or (ii) the any omission or alleged omission to state therein 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 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 relat- ing to any Purchaser furnished to the Issuers in writing by such Purchaser through X.X. Xxxxxx Securities Inc. expressly for use therein; provided, however, that the foregoing indemnity agreement with respect to the Preliminary Offering Memorandum shall not inure to the benefit of any Purchaser from whom the person asserting any such losses, claims, damages or liabilities purchased Notes, or any person controlling such Purchaser where it shall have been determined by a court of competent jurisdiction by final and nonappealable judgment that (i) prior to the Final Time of Sale, the Issuers shall have notified such Purchaser that the Preliminary Offering Memorandum, any Issuer Free Writing Communication Memorandum contains an untrue statement of material fact or in any amendment or supplement thereto, any Supplemental Marketing Material, any Exchange Act report or in any Blue Sky Application, any omits to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, (ii) such untrue statement or omission of a material fact was corrected in an amended or supplemented Preliminary Offering Memorandum or, where permitted by law, an Issuer Written Communication and shall reimburse each such corrected Preliminary Offering Memorandum or 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 Issuer Written Communication could have been provided to such person prior to the Time of Sale, (iii) the Purchaser did not send or give such corrected Preliminary Offering Memorandum or Issuer Written Communication to such person at or prior to the Time of Sale of the Notes to such person, and each such affiliate, director, officer, employee or controlling person promptly upon demand for any legal or other expenses reasonably incurred by that Purchaser, affiliate, director, officer, employee or controlling person in connection with investigating or defending or preparing to defend against any (iv) such loss, claim, damage, damage or liability or action as such expenses are incurred; provided, however, that none of would not have occurred had the Partnership Entities shall be liable in any such case to Purchaser delivered the extent that any such loss, claim, damage, liability or action arises out of, or is based upon, any untrue statement or alleged untrue statement or omission or alleged omission made in the corrected Preliminary Offering Memorandum, the Final Offering Memorandum, any Memorandum or Issuer Free Writing Written Communication or in any to such amendment or supplement thereto, any Supplemental Marketing Material, any Exchange Act report or in any Blue Sky Application, in reliance upon and in conformity with written information concerning such Purchaser furnished to the Partnership through the Representative by or on behalf of any Purchaser specifically for inclusion therein, which information consists solely of the information specified in Section 7(e). The foregoing indemnity agreement is in addition to any liability which the Partnership may otherwise have to any Purchaser or to any affiliate, director, officer, employee or controlling person of that Purchaserperson.