Common use of Indemnification of the QIU Clause in Contracts

Indemnification of the QIU. The Company and each of the Guarantors jointly and severally agree to indemnify and hold harmless Jxxxxxx Rxxx & Company L.L.C. in its capacity as QIU, its affiliates, directors and officers 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 and all losses, claims, damages and liabilities (including, without limitation, legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, that arise out of, or are based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale Information, or caused by any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, or (iii) any act or omission to act or any alleged act or omission to act by Jxxxxxx Rice & Company L.L.C. as QIU in connection with any transaction contemplated by this Agreement or undertaken in preparing for the purchase, sale and delivery of the Securities, except as to this clause (iii) to the extent that any such loss, claim, damage or liability results from the gross negligence or bad faith of Jxxxxxx Rxxx & Company L.L.C. in performing the services as QIU.

Indemnification of the QIU. The Company Without limitation of and each in addition to their obligations under the other paragraphs of this Section 8, the Guarantors Laredo Parties, jointly and severally not severally, agree to indemnify and hold harmless Jxxxxxx Rxxx & Company L.L.C. in its capacity Xxxxxxx Xxxxx, as the QIU, its affiliatesdirectors, directors officers, and officers 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 and all losses, claims, damages and liabilities (including, without limitation, legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred)liability, joint or several, that arise or 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 its directors, officers, employees or controlling persons may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, liability or action arises out of, or are is based upon, the QIU’s acting as a “qualified independent underwriter” (iwithin the meaning of Rule 5121(a)) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale Information, or caused by any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, or (iii) any act or omission to act or any alleged act or omission to act by Jxxxxxx Rice & Company L.L.C. as QIU in connection with any transaction the offering contemplated by this Agreement Agreement, and agree to reimburse the QIU and each such director, officer, employee and controlling person promptly upon demand for any legal or undertaken other expenses reasonably incurred by the QIU or such director, officer, employee or controlling person in connection with investigating or defending or preparing for the purchase, sale and delivery of the Securities, except as to this clause (iii) to the extent that defend any such loss, claim, damage damage, liability or action as such expenses are incurred; provided, however, that the Laredo Parties shall not be liable in any such case to the extent that it is determined in a final judgment by a court of competent jurisdiction that such loss, claim, damage, liability results or action resulted directly from the gross negligence or bad faith willful misconduct of Jxxxxxx Rxxx & Company L.L.C. the QIU. The relative benefits received by the QIU with respect to the offering contemplated by this Agreement shall, for purposes of Section 8(d), be deemed to be equal to the compensation received by the QIU for acting in performing such capacity. In addition, notwithstanding the services as QIUprovisions of Section 8(d), the QIU shall not be required to contribute any amount in excess of the compensation received by the QIU for acting in such capacity.

Indemnification of the QIU. The Company and each of the Guarantors jointly and severally agree to indemnify and hold harmless Jxxxxxx Rxxx & Company L.L.C. BNP Paribas Securities Corp. in its capacity as QIU, its affiliates, directors and officers 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 and all losses, claims, damages and liabilities (including, without limitation, legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, that arise out of, or are based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale Information, or caused by any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, or (iii) any act or omission to act or any alleged act or omission to act by Jxxxxxx Rice & Company L.L.C. BNP Paribas Securities Corp. as QIU in connection with any transaction contemplated by this Agreement or undertaken in preparing for the purchase, sale and delivery of the Securities, except as to this clause (iii) to the extent that any such loss, claim, damage or liability results from the gross negligence or bad faith of Jxxxxxx Rxxx & Company L.L.C. BNP Paribas Securities Corp. in performing the services as QIU.

Indemnification of the QIU. The Company and each of the Guarantors jointly and severally agree agrees to indemnify and hold harmless Jxxxxxx Rxxx & Company L.L.C. J.X. Xxxxxx Securities Inc. in its capacity as QIU, its affiliates, directors and officers 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 and all losses, claims, damages and liabilities (including, without limitation, legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, that arise out of, or are based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale Information, or caused by any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, or (iii) any act or omission to act or any alleged act or omission to act by Jxxxxxx Rice & Company L.L.C. J.X. Xxxxxx Securities Inc. as QIU in connection with any transaction contemplated by this Agreement or undertaken in preparing for the purchase, sale and delivery of the Securities, except as to this clause (iii) to the extent that any such loss, claim, damage or liability results from the gross negligence or bad faith of Jxxxxxx Rxxx & Company L.L.C. J.X. Xxxxxx Securities Inc. in performing the services as QIU.

Indemnification of the QIU. The Company and each of the Guarantors jointly and severally agree to indemnify and hold harmless Jxxxxxx Rxxx & Company L.L.C. Scotia Capital (USA) Inc. in its capacity as QIU, its affiliates, directors and officers 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 and all losses, claims, damages and liabilities (including, without limitation, legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, that arise out of, or are based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale Information, or caused by any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, or (iii) any act or omission to act or any alleged act or omission to act by Jxxxxxx Rice & Company L.L.C. Scotia Capital (USA) Inc. as QIU in connection with any transaction contemplated by this Agreement or undertaken in preparing for the purchase, sale and delivery of the Securities, except as to this clause (iii) to the extent that any such loss, claim, damage or liability results from the gross negligence or bad faith of Jxxxxxx Rxxx & Company L.L.C. Scotia Capital (USA) Inc. in performing the services as QIU.

Indemnification of the QIU. The Company and each of the Guarantors jointly and severally agree to indemnify and hold harmless Jxxxxxx Rxxx Xxxxxxx Lynch, Pierce, Xxxxxx & Company L.L.C. Xxxxx Incorporated in its capacity as QIU, its affiliates, directors and officers 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 and all losses, claims, damages and liabilities (including, without limitation, legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, that arise out of, or are based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale Information, or caused by any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, or (iii) any act or omission to act or any alleged act or omission to act by Jxxxxxx Rice Xxxxxxx Lynch, Pierce, Xxxxxx & Company L.L.C. Xxxxx Incorporated as QIU in connection with any transaction contemplated by this Agreement or undertaken in preparing for the purchase, sale and delivery of the Securities, except as to this clause (iii) to the extent that any such loss, claim, damage or liability results from the gross negligence or bad faith of Jxxxxxx Rxxx Xxxxxxx Lynch, Pierce, Xxxxxx & Company L.L.C. Xxxxx Incorporated in performing the services as QIU.

Indemnification of the QIU. The Without limitation and in addition to their obligations under the other subsections of this Section 8, the Company and each of the Guarantors Guarantors, jointly and severally severally, agree to indemnify and hold harmless Jxxxxxx Rxxx & Company L.L.C. in its capacity as the QIU, its affiliates, directors directors, officers, employees and officers 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 and all lossesloss, claimsclaim, damages and liabilities 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 (including, without limitation, legal fees and other expenses incurred 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 suit, action and all legal or proceeding or any claim asserted, as such other expenses (including the fees and expenses are incurred)disbursements of counsel chosen by the QIU) incurred by the QIU or such affiliate, joint director, officer, employee, agent or several, that arise out of, or are based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale Information, or caused by any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, or (iii) any act or omission to act or any alleged act or omission to act by Jxxxxxx Rice & Company L.L.C. as QIU controlling person in connection with investigating, defending, settling, compromising or paying any transaction contemplated by this Agreement such loss, claim, damage, liability, expense or undertaken action; provided, however, that the Company and the Guarantors shall not be liable in preparing for the purchase, sale and delivery of the Securities, except as to this clause (iii) any such case to the extent that any such loss, claim, damage damage, liability or liability expense results solely from the gross negligence or bad faith willful misconduct of Jxxxxxx Rxxx & 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 L.L.C. and the 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 performing Section 8(d) above; provided, however, that (i) the services as QIUrelative benefits received by the QIU in connection with the offering of the Securities pursuant to this Agreement shall, for purposes of Section 8(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 8(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. 11.1 The Company Company, Luckygold and each of the Guarantors Xx. Xx, jointly and severally severally, agree to indemnify and hold harmless Jxxxxxx Rxxx & Company L.L.C. in its capacity as QIU, its affiliates, directors and officers the 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 and all losses, claims, damages damages, liabilities and liabilities judgments (including, without limitation, any legal fees and or other expenses incurred in connection with investigating or defending any suitmatter, action or proceeding or including any claim asserted, as such fees and expenses are incurred), joint or severalaction, that arise out ofcould give rise to such losses, claims, damages, liabilities or are based upon, judgements) caused by (i) any untrue statement or alleged untrue statement of a material fact contained in the 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 in order to make the statements therein, therein not misleading, misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained the QIU's activities as QIU under its engagement pursuant to Section 2 hereof, except in the Prospectus case of this clause (ii) insofar as any such losses, claims, damages, liabilities or any amendment 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 supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale Information, or caused by any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in light gross negligence of the circumstances under which they were madeQIU, not misleading, and will reimburse the QIU for any legal or (iii) any act or omission to act or any alleged act or omission to act other expenses reasonably incurred by Jxxxxxx Rice & Company L.L.C. as such QIU in connection with any transaction contemplated by this Agreement investigating or undertaken in preparing for the purchase, sale and delivery of the Securities, except as to this clause (iii) to the extent that defending any such loss, claim, damage damage, liability or liability results from judgment as such expenses are incurred, except insofar as such losses, claims, damages, liabilities or judgments are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information relating to the gross negligence QIU furnished in writing to the Company by or bad faith on behalf of Jxxxxxx Rxxx & Company L.L.C. in performing the services as QIUQIU through you expressly for use therein.

Indemnification of the QIU. The Without limitation and in addition to its obligation under the other subsections or Sections of this Section 8, the Company and each of the Guarantors jointly and severally agree agrees to indemnify and hold harmless Jxxxxxx Rxxx & Company L.L.C. in its capacity as the QIU, its affiliatesofficers, directors employees and officers 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 and all losses, claims, damages damages, liabilities and/or judgments, as incurred (or action in respect thereof) arising out of or 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 liabilities the Company further agrees to reimburse each such QIU Indemnified Party for any legal or other out-of-pocket expense (including, without limitation, legal the fees and other expenses disbursements of special counsel to the QIU) reasonably incurred by thereby in connection with investigating, defending against, settling, compromising or paying any suitsuch loss, action claim, damage, liability, action, litigation, judgment, investigation or proceeding 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 claim asserted, of the above as such fees and expenses are incurred); provided, joint or severalhowever, that arise out of, or are based upon, (i) the Company shall not be liable in any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale Information, or caused by any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, or (iii) any act or omission to act or any alleged act or omission to act by Jxxxxxx Rice & Company L.L.C. as QIU in connection with any transaction contemplated by this Agreement or undertaken in preparing for the purchase, sale and delivery of the Securities, except as to this clause (iii) such case to the extent that any such loss, claim, damage damage, liability, action, litigation, judgment, investigation or liability proceeding (or action in respect thereof) results from the gross negligence or bad faith willful misconduct of Jxxxxxx Rxxx & the QIU. If the indemnification provided for in this Section 8(c) is unavailable or insufficient to hold harmless any QIU Indemnified Party in respect of losses, claims, damages, liabilities, actions, litigation, judgments, investigations and/or proceedings (or actions in respect thereof) referred to in the prior sentence, then the Company L.L.C. shall contribute to the amount paid or payable by such QIU Indemnified Party as a result of such losses, claims, damages, liabilities, actions, litigation, judgments, investigations and/or proceedings (or actions in performing respect thereof), based on the services as QIUfactors described in Section 8(e) of this Agreement; provided, however, that (i) the relative benefits received by the QIU in connection with the offering contemplated by this Agreement shall, for purposes of Section 8(e), be deemed to be equal to the compensation, if any, received by the QIU solely for acting in the capacity of “qualified independent underwriter,” and (ii) notwithstanding the provisions of Section 8(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 the capacity of “qualified independent underwriter.”