Common use of Indemnification of the QIU Clause in Contracts

Indemnification of the QIU. Without limitation and in addition to their obligations under the other subsections of this Section 8, the Company and the Guarantor, jointly and severally, agree to indemnify and hold harmless the QIU, its directors, officers, employees and 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, liability or expense, as incurred, to which the QIU or such director, officer, employee, agent or controlling person may become subject, insofar as such loss, claim, damage, liability or expense (or action in respect thereof) arises out of or is based upon the QIU’s acting (or alleged failure to act) as a “qualified independent underwriter” (within the meaning of Rule 5121(f)(12) of FINRA) in connection with the offering contemplated by this Agreement, and agree to reimburse the QIU, its directors, officers, employees and agents and each such controlling person for any and all legal or other expenses (including the fees and disbursements of counsel chosen by the QIU (it being understood, however, that the indemnifying party shall not be liable for the expenses of more than one separate counsel (other than local counsel)) reasonably incurred by the QIU or such director, officer, employee, agent or controlling person 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 Guarantor shall not be liable in any such case to the extent that any such loss, claim, damage, liability or expense results solely from the gross negligence or willful misconduct of the QIU. If the indemnification provided for in this Section 8(e) is unavailable or insufficient to hold harmless an indemnified party in respect of losses, claims, damages, liabilities of expenses referred to in the prior sentence, then the Company and the Guarantor shall contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages, liabilities or expenses, based on the factors described in Section 9 below; provided, however, that (i) the relative benefits received by the QIU in connection with the offering of the Securities pursuant to this Agreement shall, for purposes of Section 9, be deemed to be equal to the compensation, if any, received by the QIU solely for acting in such capacity and (ii) notwithstanding the provisions of Section 9, the QIU shall not be required to contribute any amount in excess of the compensation, if any, received by the QIU solely for acting in such capacity.

Indemnification of the QIU. Without limitation and in addition to their obligations under the other subsections of this Section 8, the Company and the GuarantorGuarantors, jointly and severally, agree to indemnify and hold harmless the QIU, its affiliates, directors, officers, employees and 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, liability or expense, as incurred, to which the QIU or such affiliate, director, officer, employee, agent or controlling person may become subject, insofar as such loss, claim, damage, liability or expense (or action in respect thereof) arises out of or is based upon the QIU’s acting (or alleged failure to act) as a “qualified independent underwriter” (within the meaning of Rule 5121(f)(12) of FINRA) in connection with the offering contemplated by this Agreement, and agree to reimburse the QIU, its affiliates, directors, officers, employees and agents and each such controlling person for any and all legal or other expenses (including the fees and disbursements of counsel chosen by the QIU (it being understood, however, that the indemnifying party shall not be liable for the expenses of more than one separate counsel (other than local counsel)QIU) reasonably incurred by the QIU or such affiliate, director, officer, employee, agent or controlling person 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 Guarantor Guarantors shall not be liable in any such case to the extent that any such loss, claim, damage, liability or expense results solely from the gross negligence or willful misconduct of the QIU. If the indemnification provided for in this Section 8(e) is unavailable or insufficient to hold harmless an indemnified party in respect of losses, claims, damages, liabilities of expenses referred to in the prior sentence, then the Company and the Guarantor Guarantors shall contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages, liabilities or expenses, based on the factors described in Section 9 below8(d) above; provided, however, that (i) the relative benefits received by the QIU in connection with the offering of the Securities pursuant to this Agreement shall, for purposes of Section 98(d), be deemed to be equal to the compensation, if any, received by the QIU solely for acting in such capacity and (ii) notwithstanding the provisions of Section 98(d), the QIU shall not be required to contribute any amount in excess of the compensation, if any, received by the QIU solely for acting in such capacity.

Indemnification of the QIU. Without limitation and in addition to their obligations its obligation under the other subsections of this Section 89, the Company and the Guarantor, jointly and severally, agree agrees to indemnify and hold harmless the QIU, its directors, officers, officers and employees and agents, and each person, if any, who controls the QIU within the meaning of the Securities Act or the Exchange Act, Act from and against any loss, claim, damage, liability or expense, as incurred, to which the QIU or such director, officer, employee, agent or controlling person may become subject, insofar as such loss, claim, damage, liability or expense (or action in respect thereof) arises arising out of or is based upon the QIU’s acting (or alleged failure to act) as a “qualified independent underwriter” (within the meaning of FINRA Conduct Rule 5121(f)(12) of FINRA5121) in connection with the offering contemplated by this Agreement, and agree agrees to reimburse the QIU, its directors, officers, employees and agents and each such controlling indemnified person for any and all legal or other expenses (including the fees and disbursements of counsel chosen by the QIU (it being understood, however, that the indemnifying party shall not be liable for the expenses of more than one separate counsel (other than local counsel)) expense reasonably incurred by the QIU or such director, officer, employee, agent or controlling person 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 Guarantor shall not be liable in any such case to the extent that any such loss, claim, damage, liability or expense results solely from the gross negligence or willful misconduct of the QIU. If Notwithstanding anything contained herein to the indemnification provided for in contrary, if indemnity may be sought pursuant to this Section 8(e9(e) is unavailable or insufficient to hold harmless an indemnified party in respect of losses, claims, damages, liabilities of expenses referred to in the prior sentencesuch action, then in addition to such separate firm for any indemnified parties other than the Company QIU and the Guarantor controlling persons specified below, the indemnifying party shall contribute be liable for the reasonable fees and expenses of not more than one separate firm (in addition to the amount paid or payable by such indemnified party any local counsel) for Xxxxxxx & Company International in its capacity as a result of the losses, claims, damages, liabilities or expenses, based on the factors described in Section 9 below; provided, however, that (i) the relative benefits received by the QIU in connection with the offering of the Securities pursuant to this Agreement shall, for purposes of Section 9, be deemed to be equal to the compensationand all persons, if any, received who control Xxxxxxx & Company International within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, if, in the reasonable judgment of the QIU, there may exist a conflict of interest between the QIU and such other indemnified parties. Any such separate counsel shall be designated in writing by the QIU solely for acting in such capacity and (ii) notwithstanding the provisions of Section 9, the QIU shall not be required to contribute any amount in excess of the compensation, if any, received by the QIU solely for acting in such capacityQIU.

Indemnification of the QIU. Without limitation and in addition to their obligations its obligation under the other subsections of this Section 89, the Company and the Guarantor, jointly and severally, agree agrees to indemnify and hold harmless the QIU, its directors, officers, officers and employees and agents, and each person, if any, who controls the QIU within the meaning of the Securities Act or the Exchange Act, Act from and against any loss, claim, damage, liability or expense, as incurred, to which the QIU or such director, officer, employee, agent or controlling person may become subject, insofar as such loss, claim, damage, liability or expense (or action in respect thereof) arises arising out of or is based upon the QIU’s acting (or alleged failure to act) as a “qualified independent underwriter” (within the meaning of FINRA Conduct Rule 5121(f)(12) of FINRA5121) in connection with the offering contemplated by this Agreement, and agree agrees to reimburse the QIU, its directors, officers, employees and agents and each such controlling indemnified person for any and all legal or other expenses (including the fees and disbursements of counsel chosen by the QIU (it being understood, however, that the indemnifying party shall not be liable for the expenses of more than one separate counsel (other than local counsel)) expense reasonably incurred by the QIU or such director, officer, employee, agent or controlling person 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 Guarantor shall not be liable in any such case to the extent that any such loss, claim, damage, liability or expense results solely from the gross negligence or willful misconduct of the QIU. If Notwithstanding anything contained herein to the indemnification provided for in contrary, if indemnity may be sought pursuant to this Section 8(e9(e) is unavailable or insufficient to hold harmless an indemnified party in respect of losses, claims, damages, liabilities of expenses referred to in the prior sentencesuch action, then in addition to such separate firm for any indemnified parties other than the Company QIU and the Guarantor controlling persons specified below, the indemnifying party shall contribute be liable for the reasonable fees and expenses of not more than one separate firm (in addition to the amount paid or payable by such indemnified party any local counsel) for Global Hunter Securities, LLC in its capacity as a result of the losses, claims, damages, liabilities or expenses, based on the factors described in Section 9 below; provided, however, that (i) the relative benefits received by the QIU in connection with the offering of the Securities pursuant to this Agreement shall, for purposes of Section 9, be deemed to be equal to the compensationand all persons, if any, received who control Global Hunter Securities, LLC within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, if, in the reasonable judgment of the QIU, there may exist a conflict of interest between the QIU and such other indemnified parties. Any such separate counsel shall be designated in writing by the QIU solely for acting in such capacity and (ii) notwithstanding the provisions of Section 9, the QIU shall not be required to contribute any amount in excess of the compensation, if any, received by the QIU solely for acting in such capacityQIU.

Indemnification of the QIU. Without limitation and in addition to their obligations its obligation under the other subsections of this Section 89, the Company and the Guarantor, jointly and severally, agree agrees to indemnify and hold harmless the QIU, its directors, officers, officers and employees and agents, and each person, if any, who controls the QIU within the meaning of the Securities Act or the Exchange Act, Act from and against any loss, claim, damage, liability or expense, as incurred, to which the QIU or such director, officer, employee, agent or controlling person may become subject, insofar as such loss, claim, damage, liability or expense (or action in respect thereof) arises arising out of or is based upon the QIU’s acting (or alleged failure to act) as a “qualified independent underwriter” (within the meaning of FINRA Conduct Rule 5121(f)(12) of FINRA5121) in connection with the offering contemplated by this Agreement, and agree agrees to reimburse the QIU, its directors, officers, employees and agents and each such controlling indemnified person for any and all legal or other expenses (including the fees and disbursements of counsel chosen by the QIU (it being understood, however, that the indemnifying party shall not be liable for the expenses of more than one separate counsel (other than local counsel)) expense reasonably incurred by the QIU or such director, officer, employee, agent or controlling person 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 Guarantor shall not be liable in any such case to the extent that any such loss, claim, damage, liability or expense results solely from the gross negligence or willful misconduct of the QIU. If Notwithstanding anything contained herein to the indemnification provided for in contrary, if indemnity may be sought pursuant to this Section 8(e9(e) is unavailable or insufficient to hold harmless an indemnified party in respect of losses, claims, damages, liabilities of expenses referred to in the prior sentencesuch action, then in addition to such separate firm for any indemnified parties other than the Company QIU and the Guarantor controlling persons specified below, the indemnifying party shall contribute be liable for the reasonable fees and expenses of not more than one separate firm (in addition to the amount paid or payable by such indemnified party any local counsel) for in its capacity as a result of the losses, claims, damages, liabilities or expenses, based on the factors described in Section 9 below; provided, however, that (i) the relative benefits received by the QIU in connection with the offering of the Securities pursuant to this Agreement shall, for purposes of Section 9, be deemed to be equal to the compensationand all persons, if any, received who control within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, if, in the reasonable judgment of the QIU, there may exist a conflict of interest between the QIU and such other indemnified parties. Any such separate counsel shall be designated in writing by the QIU solely for acting in such capacity and (ii) notwithstanding the provisions of Section 9, the QIU shall not be required to contribute any amount in excess of the compensation, if any, received by the QIU solely for acting in such capacityQIU.

Indemnification of the QIU. Without limitation of and in addition to their obligations under the other subsections paragraphs of this Section 8, the Company and the GuarantorLaredo Parties, jointly and not severally, agree to indemnify and hold harmless Xxxxxxx Xxxxx, as the QIU, its directors, officers, and employees and agents, 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 losslosses, claimclaims, damagedamages or liability, liability joint or expenseseveral, as incurredor any action in respect thereof (including, but not limited to, any losses, claims, damages, liabilities or actions relating to purchases of Securities), to which the QIU or such directorits directors, officerofficers, employee, agent employees or controlling person persons may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, liability or expense (or action in respect thereof) arises out of of, or is based upon upon, the QIU’s acting (or alleged failure to act) as a “qualified independent underwriter” (within the meaning of Rule 5121(f)(12) of FINRA5121(a)) in connection with the offering contemplated by this Agreement, and agree to reimburse the QIU, its directors, officers, employees and agents QIU and each such director, officer, employee and controlling person promptly upon demand for any and all legal or other expenses (including the fees and disbursements of counsel chosen by the QIU (it being understood, however, that the indemnifying party shall not be liable for the expenses of more than one separate counsel (other than local counsel)) reasonably incurred by the QIU or such director, officer, employee, agent employee or controlling person in connection with investigating, defending, settling, compromising investigating or paying defending or preparing to defend any such loss, claim, damage, liability, expense liability or actionaction as such expenses are incurred; provided, however, that the Company and the Guarantor Laredo Parties shall not be liable in any such case to the extent that any it is determined in a final judgment by a court of competent jurisdiction that such loss, claim, damage, liability or expense results solely action resulted directly from the gross negligence or willful misconduct of the QIU. If the indemnification provided for in this Section 8(e) is unavailable or insufficient to hold harmless an indemnified party in respect of losses, claims, damages, liabilities of expenses referred to in the prior sentence, then the Company and the Guarantor shall contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages, liabilities or expenses, based on the factors described in Section 9 below; provided, however, that (i) the The relative benefits received by the QIU in connection with respect to the offering of the Securities pursuant to contemplated by this Agreement shall, for purposes of Section 98(d), be deemed to be equal to the compensation, if any, compensation received by the QIU solely for acting in such capacity and (ii) capacity. In addition, notwithstanding the provisions of Section 98(d), the QIU shall not be required to contribute any amount in excess of the compensation, if any, compensation received by the QIU solely for acting in such capacity.

Indemnification of the QIU. Without limitation 11.1 The Company, Luckygold and in addition to their obligations under the other subsections of this Section 8, the Company and the GuarantorXx. Xx, jointly and severally, agree to indemnify and hold harmless the QIU, its directors, officers, employees and agents, QIU 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, Act from and against any loss, claim, damage, liability or expense, as incurred, to which the QIU or such director, officer, employee, agent or controlling person may become subject, insofar as such loss, claim, damage, liability or expense (or action in respect thereof) arises out of or is based upon the QIU’s acting (or alleged failure to act) as a “qualified independent underwriter” (within the meaning of Rule 5121(f)(12) of FINRA) in connection with the offering contemplated by this Agreement, and agree to reimburse the QIU, its directors, officers, employees and agents and each such controlling person for any and all losses, claims, damages, liabilities and judgments (including, without limitation, any legal or other expenses incurred in connection with investigating or defending any matter, including any action, that could give rise to such losses, claims, damages, liabilities or judgements) caused by (including i) any untrue statement or alleged untrue statement of a material fact contained in the fees Company Registration Statement or the Company Prospectus (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) or any preliminary prospectus, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) the QIU's activities as QIU under its engagement pursuant to Section 2 hereof, except in the case of this clause (ii) insofar as any such losses, claims, damages, liabilities or judgments are found in a final judgment by a court of competent jurisdiction, not subject to further appeal, to have resulted solely from the willful misconduct or gross negligence of the QIU, and disbursements of counsel chosen by will reimburse the QIU (it being understood, however, that the indemnifying party shall not be liable for the any legal or other expenses of more than one separate counsel (other than local counsel)) reasonably incurred by the such QIU or such director, officer, employee, agent or controlling person in connection with investigating, defending, settling, compromising investigating or paying any such loss, claim, damage, liability, expense or action; provided, however, that the Company and the Guarantor shall not be liable in any such case to the extent that defending any such loss, claim, damage, liability or expense results solely from the gross negligence or willful misconduct of the QIU. If the indemnification provided for in this Section 8(e) is unavailable or insufficient to hold harmless an indemnified party in respect of lossesjudgment as such expenses are incurred, claims, damages, liabilities of expenses referred to in the prior sentence, then the Company and the Guarantor shall contribute to the amount paid or payable by except insofar as such indemnified party as a result of the losses, claims, damages, liabilities or expenses, judgments are caused by any such untrue statement or omission or alleged untrue statement or omission based on the factors described in Section 9 below; provided, however, that (i) the relative benefits received by upon information relating to the QIU furnished in connection with writing to the offering Company by or on behalf of the Securities pursuant to this Agreement shall, QIU through you expressly for purposes of Section 9, be deemed to be equal to the compensation, if any, received by the QIU solely for acting in such capacity and (ii) notwithstanding the provisions of Section 9, the QIU shall not be required to contribute any amount in excess of the compensation, if any, received by the QIU solely for acting in such capacityuse therein.

Indemnification of the QIU. Without limitation and in addition to their obligations under the other subsections of this Section 8, the Company and the GuarantorGuarantors, jointly and severally, agree to indemnify and hold harmless the QIU, its affiliates, directors, officers, employees and 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, liability or expense, as incurred, to which the QIU or such affiliate, director, officer, employee, agent or controlling person may become subject, insofar as such loss, claim, damage, liability or expense (or action in respect thereof) arises out of or is based upon the QIU’s 's acting (or alleged failure to act) as a “qualified independent underwriter” (within the meaning of Rule 5121(f)(12) of FINRA) in connection with the offering contemplated by this Agreement, and agree to reimburse the QIU, its affiliates, directors, officers, employees and agents and each such controlling person for any and all legal or other expenses (including the fees and disbursements of counsel chosen by the QIU (it being understood, however, that the indemnifying party shall not be liable for the expenses of more than one separate counsel (other than local counsel)QIU) reasonably incurred by the QIU or such affiliate, director, officer, employee, agent or controlling person 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 Guarantor Guarantors shall not be liable in any such case to the extent that any such loss, claim, damage, liability or expense results solely from the gross negligence or willful misconduct of the QIU. If the indemnification provided for in this Section 8(e) is unavailable or insufficient to hold harmless an indemnified party in respect of losses, claims, damages, liabilities of expenses referred to in the prior sentence, then the Company and the Guarantor Guarantors shall contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages, liabilities or expenses, based on the factors described in Section 9 below8(d) above; provided, however, that (i) the relative benefits received by the QIU in connection with the offering of the Securities pursuant to this Agreement shall, for purposes of Section 98(d), be deemed to be equal to the compensation, if any, received by the QIU solely for acting in such capacity and (ii) notwithstanding the provisions of Section 98(d), the QIU shall not be required to contribute any amount in excess of the compensation, if any, received by the QIU solely for acting in such capacity.

Indemnification of the QIU. Without limitation and in addition to their obligations its obligation under the other subsections or Sections of this Section 8, the Company and the Guarantor, jointly and severally, agree agrees to indemnify and hold harmless the QIU, its directors, officers, employees and agents, and each person, if any, who controls the QIU within the meaning of Section 15 of the Securities Act or and of Section 20 of the Exchange ActAct (each, a “QIU Indemnified Party”), from and against any lossand all losses, claimclaims, damagedamages, liability or expenseliabilities and/or judgments, as incurred, to which the QIU or such director, officer, employee, agent or controlling person may become subject, insofar as such loss, claim, damage, liability or expense incurred (or action in respect thereof) arises arising out of or is based upon the QIU’s acting (or alleged failure to act) as a “qualified independent underwriter” (within the meaning of Rule 5121(f)(12) of FINRA) in connection with the offering contemplated by this Agreement, and agree the Company further agrees to reimburse the QIU, its directors, officers, employees and agents and each such controlling person QIU Indemnified Party for any and all legal or other expenses out-of-pocket expense (including including, without limitation, the fees and disbursements of special counsel chosen by to the QIU (it being understood, however, that the indemnifying party shall not be liable for the expenses of more than one separate counsel (other than local counsel)QIU) reasonably incurred by the QIU or such director, officer, employee, agent or controlling person thereby in connection with investigating, defendingdefending against, settling, compromising or paying any such loss, claim, damage, liability, expense action, litigation, judgment, investigation or actionproceeding whatsoever (or action in respect thereof, whether or not the QIU is a party thereto), and whether threatened or commenced, and in connection with the enforcement of this Section 8(c) with respect to any of the above as such expenses are incurred; provided, however, that the Company and the Guarantor shall not be liable in any such case to the extent that any such loss, claim, damage, liability liability, action, litigation, judgment, investigation or expense proceeding (or action in respect thereof) results solely from the gross negligence or willful misconduct of the QIU. If the indemnification provided for in this Section 8(e8(c) is unavailable or insufficient to hold harmless an indemnified party any QIU Indemnified Party in respect of losses, claims, damages, liabilities of expenses liabilities, actions, litigation, judgments, investigations and/or proceedings (or actions in respect thereof) referred to in the prior sentence, then the Company and the Guarantor shall contribute to the amount paid or payable by such indemnified party QIU Indemnified Party as a result of the such losses, claims, damages, liabilities liabilities, actions, litigation, judgments, investigations and/or proceedings (or expensesactions in respect thereof), based on the factors described in Section 9 below8(e) of this Agreement; provided, however, that (i) the relative benefits received by the QIU in connection with the offering of the Securities pursuant to contemplated by this Agreement shall, for purposes of Section 98(e), be deemed to be equal to the compensation, if any, received by the QIU solely for acting in such the capacity of “qualified independent underwriter,” and (ii) notwithstanding the provisions of Section 98(e), the QIU shall not be required to contribute any amount in excess of the compensation, if any, received by the QIU solely for acting in such capacitythe capacity of “qualified independent underwriter.”

Indemnification of the QIU. Without limitation and in addition to their obligations its obligation under the other subsections of this Section 8, the Company and the Guarantor, jointly and severally, agree agrees to indemnify and hold harmless the QIU, its directors, officers, officers and employees and agents, and each person, if any, who controls the QIU within the meaning of the Securities Act or the Exchange Act, Act from and against any loss, claim, damage, liability liabilities or expense, as incurred, to which the QIU or such director, officer, employee, agent or controlling person may become subject, insofar as such loss, claim, damage, liability or expense (or action in respect thereof) arises arising out of or is based upon the QIU’s acting (or alleged failure to act) as a “qualified independent underwriter” (within the meaning of NASD Conduct Rule 5121(f)(12) of FINRA2720) in connection with the offering contemplated by this Agreement, and agree agrees to reimburse the QIU, its directors, officers, employees and agents and each such controlling indemnified person for any and all legal or other expenses (including the fees and disbursements of counsel chosen by the QIU (it being understood, however, that the indemnifying party shall not be liable for the expenses of more than one separate counsel (other than local counsel)) expense reasonably incurred by the QIU or such director, officer, employee, agent or controlling person 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 Guarantor shall not be liable in any such case to the extent that any such loss, claim, damage, liability or expense results solely from the gross negligence or willful misconduct of the QIU. If Notwithstanding anything contained herein to the indemnification provided for in contrary, if indemnity may be sought pursuant to this Section 8(e) is unavailable or insufficient to hold harmless an indemnified party in respect of losses, claims, damages, liabilities of expenses referred to in the prior sentencesuch action, then in addition to such separate firm for the Company indemnified parties, the indemnifying party shall be liable for the reasonable fees and the Guarantor shall contribute expenses of not more than one separate firm (in addition to the amount paid or payable by such indemnified party any local counsel) for Xxxxxx Xxxxxxx in its capacity as a result of the losses, claims, damages, liabilities or expenses, based on the factors described in Section 9 below; provided, however, that (i) the relative benefits received by the QIU in connection with the offering of the Securities pursuant to this Agreement shall, for purposes of Section 9, be deemed to be equal to the compensationand all persons, if any, received by who control Xxxxxx Xxxxxxx within the QIU solely for acting in such capacity and (ii) notwithstanding the provisions meaning of either Section 9, the QIU shall not be required to contribute any amount in excess 15 of the compensation, if any, received by Securities Act or Section 20 of the QIU solely for acting in such capacityExchange Act.

Indemnification of the QIU. Without limitation and in addition to their obligations its obligation under the other subsections of this Section 8, the Company and the Guarantor, jointly and severally, agree agrees to indemnify and hold harmless the QIU, its directors, officers, officers and employees and agents, and each person, if any, who controls the QIU within the meaning of the Securities Act or the Exchange Act, Act from and against any loss, claim, damage, liability liabilities or expense, as incurred, to which the QIU or such director, officer, employee, agent or controlling person may become subject, insofar as such loss, claim, damage, liability or expense (or action in respect thereof) arises arising out of or is based upon the QIU’s acting (or alleged failure to act) as a “qualified independent underwriter” (within the meaning of FINRA Rule 5121(f)(12) of FINRA5121) in connection with the offering contemplated by this Agreement, and agree agrees to reimburse the QIU, its directors, officers, employees and agents and each such controlling indemnified person for any and all legal or other expenses (including the fees and disbursements of counsel chosen by the QIU (it being understood, however, that the indemnifying party shall not be liable for the expenses of more than one separate counsel (other than local counsel)) expense reasonably incurred by the QIU or such director, officer, employee, agent or controlling person 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 Guarantor shall not be liable in any such case to the extent that any such loss, claim, damage, liability or expense results solely from the gross negligence or willful misconduct of the QIU. If Notwithstanding anything contained herein to the indemnification provided for in contrary, if indemnity may be sought pursuant to this Section 8(e) is unavailable or insufficient to hold harmless an indemnified party in respect of losses, claims, damages, liabilities of expenses referred to in the prior sentencesuch action, then in addition to such separate firm for the Company indemnified parties, the indemnifying party shall be liable for the reasonable fees and the Guarantor shall contribute expenses of not more than one separate firm (in addition to the amount paid or payable by such indemnified party any local counsel) for Xxxxxx Xxxx in its capacity as a result of the losses, claims, damages, liabilities or expenses, based on the factors described in Section 9 below; provided, however, that (i) the relative benefits received by the QIU in connection with the offering of the Securities pursuant to this Agreement shall, for purposes of Section 9, be deemed to be equal to the compensationand all persons, if any, received who control Xxxxxx Xxxx within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, if, in the reasonable judgment of the QIU, there may exist a conflict of interest between the QIU and the other indemnified parties. Any such separate counsel shall be designated in writing by the QIU solely for acting in such capacity and (ii) notwithstanding the provisions of Section 9, the QIU shall not be required to contribute any amount in excess of the compensation, if any, received by the QIU solely for acting in such capacityQIU.