Common use of Indemnification of the QIU Clause in Contracts

Indemnification of the QIU. Without limitation and in addition to its obligation under the other subsections of this Section 8, the Company agrees to indemnify and hold harmless the QIU, its officers and employees and each person, if any, who controls the QIU within the meaning of the Securities Act or the Exchange Act from and against any loss, claim, damage, liabilities or expense, as incurred, arising out of or based upon the QIU's acting as a "qualified independent underwriter" (within the meaning of Rule 2720 to the NASD's Conduct Rules) in connection with the offering contemplated by this Agreement, and agrees to reimburse each such indemnified person for any legal or other expense reasonably incurred by them in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability or expense results from the gross negligence or willful misconduct of the QIU.

Indemnification of the QIU. Without limitation and in addition to its obligation under the other subsections of this Section 8, the Company agrees to indemnify and hold harmless Ladenburg Txxxxxxx, in its capacity as the QIU, its officers and employees affiliates, directors, officers, employees, agents and each person, if any, who controls the QIU within the meaning of the Securities Act or the Exchange Act from and against any loss, claim, damage, liabilities or expense, as incurred, arising out of or based upon the QIU's ’s acting as a "“qualified independent underwriter" ” (within the meaning of Rule 2720 to 5121 of the NASD's Conduct FINRA’s Securities Offering and Trading Standards and Practices Rules) in connection with the offering Offering contemplated by this Agreement, and agrees to reimburse each such indemnified person for any legal or other expense reasonably incurred by them in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability or expense results from the gross negligence or willful misconduct of the QIU.

Indemnification of the QIU. Without limitation and in addition to its obligation under the other subsections of this Section 8, the Company agrees to indemnify and hold harmless the QIU, its officers and employees and each person, if any, who controls the QIU within the meaning of the Securities Act or the Exchange Act from and against any loss, claim, damage, liabilities or expense, as incurred, arising out of or based upon the QIU's ’s acting as a "“qualified independent underwriter" ” (within the meaning of Rule 2720 to of the NASD's ’s Conduct Rules) in connection with the offering contemplated by this Agreement, and agrees to reimburse each such indemnified person for any legal or other expense reasonably incurred by them in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability or expense results from the gross negligence or willful misconduct of the QIU.

Indemnification of the QIU. Without limitation and in addition to its obligation under the other subsections of this Section 89, the Company agrees to indemnify and hold harmless Avondale, in its capacity as the QIU, its officers and employees affiliates, directors, officers, employees, agents and each person, if any, who controls the QIU within the meaning of the Securities Act or the Exchange Act from and against any loss, claim, damage, liabilities or expense, as incurred, arising out of or based upon the QIU's ’s acting as a "“qualified independent underwriter" ” (within the meaning of Rule 2720 to 5121 of the NASD's Conduct FINRA’s Securities Offering and Trading Standards and Practices Rules) in connection with the offering contemplated by this Agreement, and agrees to reimburse each such indemnified person for any legal or other expense reasonably incurred by them in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability or expense results from the gross negligence or willful misconduct of the QIU.

Indemnification of the QIU. Without limitation and in addition to its obligation under the other subsections of this Section 8, the Company agrees to indemnify and hold harmless Xxxxxxx Xxxxxxxx Xxxxx & Co., LLC, in its capacity as the QIU, its officers and employees affiliates, directors, officers, employees, agents and each person, if any, who controls the QIU within the meaning of the Securities Act or the Exchange Act from and against any loss, claim, damage, liabilities or expense, as incurred, arising out of or based upon the QIU's ’s acting as a "“qualified independent underwriter" ” (within the meaning of Rule 2720 to 5121 of the NASD's Conduct FINRA’s Securities Offering and Trading Standards and Practices Rules) in connection with the offering Offering contemplated by this Agreement, and agrees to reimburse each such indemnified person for any legal or other expense reasonably incurred by them in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability or expense results from the gross negligence or willful misconduct of the QIU.

Indemnification of the QIU. Without limitation and in addition to its obligation under the other subsections of this Section 89, the Company agrees to indemnify and hold harmless Deutsche Bank, in its capacity as the QIU, its officers and employees affiliates, directors, officers, employees, agents and each person, if any, who controls the QIU within the meaning of the Securities Act or the Exchange Act from and against any loss, claim, damage, liabilities or expense, as incurred, arising out of or based upon the QIU's ’s acting as a "“qualified independent underwriter" ” (within the meaning of Rule 2720 to 5121 of the NASD's Conduct FINRA’s Securities Offering and Trading Standards and Practices Rules) in connection with the offering Offering contemplated by this Agreement, and agrees to reimburse each such indemnified person for any legal or other expense reasonably incurred by them in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability or expense results from the gross negligence or willful misconduct of the QIU.

Indemnification of the QIU. Without limitation and in addition to its obligation under the other subsections of this Section 8, the Company agrees to indemnify and hold harmless the QIU, its officers directors, officers, employees and employees agents, and each person, if any, who controls the QIU within the meaning of the Securities Act or the Exchange Act from and against any loss, claim, damage, liabilities liability or expense, as incurred, arising to which such QIU, director, officer, employee, agent or controlling person may become subject, insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon the QIU's ’s acting as a "“qualified independent underwriter" ” (within the meaning of NASD Conduct Rule 2720 to the NASD's Conduct Rules2720) in connection with the offering contemplated by this Agreement, and agrees to reimburse each such indemnified person for any legal or other expense reasonably incurred by them in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the Company shall not be liable in any action as such case to the extent that any such loss, claim, damage, liability or expense results from the gross negligence or willful misconduct of the QIUexpenses are incurred.

Indemnification of the QIU. Without limitation and in addition to its obligation under the other subsections of this Section 89, the Company Company, agrees to indemnify and hold harmless Xxxxxx Xxxxxxx, in its capacity as the QIU, its officers and employees affiliates, directors, officers, employees, agents and each person, if any, who controls the QIU within the meaning of the Securities Act or the Exchange Act from and against any loss, claim, damage, liabilities or expense, as incurred, arising out of or based upon the QIU's ’s acting as a "“qualified independent underwriter" ” (within the meaning of Rule 2720 to 5121 of the NASD's Conduct FINRA’s Securities Offering and Trading Standards and Practices Rules) in connection with the offering contemplated by this Agreement, and agrees to reimburse each such indemnified person for any legal or other expense reasonably incurred by them in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability or expense results from the gross negligence or willful misconduct of the QIU.

Indemnification of the QIU. Without limitation and in addition to its obligation under the other subsections of this Section 8, the Company agrees and the Guarantors agree, jointly and severally, to indemnify and hold harmless the QIU, its officers directors, officers, employees, agents and employees affiliates and each person, if any, who controls the QIU within the meaning of the Securities Act or the Exchange Act from and against any loss, claim, damage, liabilities or expense, as incurred, arising out of or based upon the QIU's ’s acting as a "“qualified independent underwriter" ” (within the meaning of FINRA Rule 2720 to the NASD's Conduct Rules5121(f)(12)) in connection with the offering contemplated by this Agreement, and agrees to reimburse each such indemnified person for any legal or other expense reasonably incurred by them in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the Company and the Guarantors shall not be liable in any such case to the extent that any such loss, claim, damage, liability or expense results from the gross negligence or willful misconduct of the QIU.

Indemnification of the QIU. Without limitation and in addition to its obligation under the other subsections of this Section 89, the Company agrees to indemnify and hold harmless the QIU, its officers and employees and each person, if any, who controls the QIU within the meaning of the Securities Act or the Exchange Act and each affiliate of the QIU within the meaning of Rule 405 of the Securities Act from and against any loss, claim, damage, liabilities or expense, as incurred, arising out of or based upon the QIU's ’s acting as a "“qualified independent underwriter" ” (within the meaning of Rule 2720 to 5121 of the NASD's Conduct RulesFINRA rules of conduct) in connection with the offering contemplated by this Agreement, and agrees to reimburse each such indemnified person for any documented legal or other expense reasonably incurred by them in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability or expense results from the bad faith, gross negligence or willful misconduct of the QIU.

Indemnification of the QIU. Without limitation and in addition to its obligation under the other subsections of this Section 8, the Company agrees to indemnify and hold harmless [●], in its capacity as the QIU, its officers and employees affiliates, directors, officers, employees, agents and each person, if any, who controls the QIU within the meaning of the Securities Act or the Exchange Act from and against any loss, claim, damage, liabilities or expense, as incurred, arising out of or based upon the QIU's ’s acting as a "“qualified independent underwriter" ” (within the meaning of Rule 2720 to 5121 of the NASD's Conduct FINRA’s Securities Offering and Trading Standards and Practices Rules) in connection with the offering Offering contemplated by this Agreement, and agrees to reimburse each such indemnified person for any legal or other expense reasonably incurred by them in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability or expense results from the gross negligence or willful misconduct of the QIU.

Indemnification of the QIU. Without limitation and in addition to its obligation under the other subsections of this Section 8 and subject to the provisions set forth in subsections (d) and (e) of this Section 8, the Company agrees to indemnify and hold harmless the QIU, its officers and employees and each person, if any, who controls the QIU within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any loss, claim, damage, liabilities or expense, as incurred, arising out of or based upon the QIU's acting as a "qualified independent underwriter" (within the meaning of Rule 2720 to the NASD's Conduct Rules) in connection with the offering contemplated by this Agreement, and agrees to reimburse each such indemnified person for any legal or other expense reasonably incurred by them in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability or expense results from the gross negligence or willful misconduct of the QIU.

Indemnification of the QIU. Without limitation and in addition to its their obligation under the other subsections of this Section 8, the Company agrees and the Guarantors agree, jointly and severally, to indemnify and hold harmless the QIU, its officers directors, officers, employees, affiliates and employees agents and each person, if any, who controls the QIU within the meaning of the Securities Act or the Exchange Act from and against any loss, claim, damage, liabilities or expense, as incurred, arising out of or based upon the QIU's ’s acting as a "“qualified independent underwriter" ” (within the meaning of NASD Conduct Rule 2720 to the NASD's Conduct Rules2720(f)(12) of FINRA) in connection with the offering contemplated by this Agreement, and agrees agree to reimburse each such indemnified person person, as incurred, for any legal or other expense reasonably incurred by them in connection with investigating, defending, settling, compromising comprising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability or expense results is finally judicially determined to have resulted primarily from the gross negligence or willful misconduct of the QIU.

Indemnification of the QIU. Without limitation and in addition to its obligation under the other subsections of this Section 8, the Company agrees to indemnify and hold harmless Ladenburg Txxxxxxx & Co. Inc., in its capacity as the QIU, its officers and employees affiliates, directors, officers, employees, agents and each person, if any, who controls the QIU within the meaning of the Securities Act or the Exchange Act from and against any loss, claim, damage, liabilities or expense, as incurred, arising out of or based upon the QIU's ’s acting as a "“qualified independent underwriter" ” (within the meaning of Rule 2720 to 5121 of the NASD's Conduct FINRA’s Securities Offering and Trading Standards and Practices Rules) in connection with the offering Offering contemplated by this Agreement, and agrees to reimburse each such indemnified person for any legal or other expense reasonably incurred by them in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability or expense results from the gross negligence or willful misconduct of the QIU.

Indemnification of the QIU. Without limitation and in addition to its obligation obligations under the other subsections of this Section 8‎Section 9, the Company agrees to indemnify and hold harmless Jefferies, in its capacity as the QIU, its officers and employees affiliates, directors, officers, employees, agents and each person, if any, who controls the QIU within the meaning of the Securities Act or the Exchange Act from and against any loss, claim, damage, liabilities or expense, as incurred, arising out of or based upon the QIU's ’s acting as a "“qualified independent underwriter" ” (within the meaning of Rule 2720 to 5121 of the NASD's Conduct FINRA’s Securities Offering and Trading Standards and Practices Rules) in connection with the offering contemplated by this Agreement, and agrees to reimburse each such indemnified person for any legal or other expense reasonably incurred by them in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability or expense results from the gross negligence or willful misconduct of the QIU.

Indemnification of the QIU. Without limitation and in addition to its obligation under the other subsections of this Section 8, the Company agrees to indemnify and hold harmless Ladenburg Xxxxxxxx, in its capacity as the QIU, its officers and employees affiliates, directors, officers, employees, agents and each person, if any, who controls the QIU within the meaning of the Securities Act or the Exchange Act from and against any loss, claim, damage, liabilities or expense, as incurred, arising out of or based upon the QIU's ’s acting as a "“qualified independent underwriter" ” (within the meaning of Rule 2720 to 5121 of the NASD's Conduct FINRA’s Securities Offering and Trading Standards and Practices Rules) in connection with the offering Offering contemplated by this Agreement, and agrees to reimburse each such indemnified person for any legal or other expense reasonably incurred by them in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability or expense results from the gross negligence or willful misconduct of the QIU.