Common use of Indemnification of the QIU Clause in Contracts

Indemnification of the QIU. The Company will indemnify and hold harmless Xxxxxx Xxxxxxx &Co. LLC in its capacity as QIU, against any losses, claims, damages or liabilities, joint or several, to which the QIU may become subject, under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the General Disclosure Package or the Prospectus, or any amendment or supplement thereto, (ii) the 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 (iii) any act or omission to act or any alleged act or omission to act by Xxxxxx Xxxxxxx & Co. LLC as QIU in connection with any transaction contemplated by this Agreement, the Deposit 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 Xxxxxx Xxxxxxx & Co. LLC in performing the services as QIU, and will reimburse the QIU for any legal or other expenses reasonably incurred by the QIU in connection with investigating or defending any such action or claim as such expenses are incurred.

Indemnification of the QIU. The Company will indemnify and hold harmless Xxxxxx Xxxxxxx &Co. LLC BAML in its capacity as QIU, against any losses, claims, damages or liabilities, joint or several, to which the QIU may become subject, under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the General Disclosure Package or the Prospectus, or any amendment or supplement thereto, (ii) the 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 (iii) any act or omission to act or any alleged act or omission to act by Xxxxxx Xxxxxxx & Co. LLC BAML as QIU in connection with any transaction contemplated by this Agreement, the Deposit 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 Xxxxxx Xxxxxxx & Co. LLC BAML in performing the services as QIU, and will reimburse the QIU for any legal or other expenses reasonably incurred by the QIU in connection with investigating or defending any such action or claim as such expenses are incurred.

Indemnification of the QIU. The Company will and each of the Guarantors jointly and severally agree to indemnify and hold harmless Xxxxxx Xxxxxxx &Co. LLC 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 liabilitiesproceeding or any claim asserted, as such fees and expenses are incurred), joint or several, to which the QIU may become subject, under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) that arise out of of, or are based upon upon, (i) an any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the General Disclosure Package Statement or the Prospectus, or caused by any amendment or supplement thereto, (ii) the 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 misleading, or (iii) any act or omission to act or any alleged act or omission to act by Xxxxxx Xxxxxxx & Co. LLC Scotia Capital (USA) Inc. as QIU in connection with any transaction contemplated by this Agreement, the Deposit 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 Xxxxxx Xxxxxxx & Co. LLC Scotia Capital (USA) Inc. in performing the services as QIU, and will reimburse the QIU for any legal or other expenses reasonably incurred by the QIU in connection with investigating or defending any such action or claim as such expenses are incurred.

Indemnification of the QIU. The Company will indemnify and hold harmless Xxxxxx Xxxxxxx &Co. LLC Xxxxx Fargo Securities in its capacity as QIU, against any losses, claims, damages or liabilities, joint or several, to which the QIU may become subject, under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the General Disclosure Package or the Prospectus, or any amendment or supplement thereto, (ii) the 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 (iii) any act or omission to act or any alleged act or omission to act by Xxxxxx Xxxxxxx & Co. LLC Xxxxx Fargo Securities as QIU in connection with any transaction contemplated by this Agreement, the Deposit 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 Xxxxxx Xxxxxxx & Co. LLC Xxxxx Fargo Securities in performing the services as QIU, and will reimburse the QIU for any legal or other expenses reasonably incurred by the QIU in connection with investigating or defending any such action or claim as such expenses are incurred.

Indemnification of the QIU. The Company will indemnify and hold harmless Xxxxxx Xxxxxxx &Co. LLC Xxxxxxx, Sachs & Co., in its capacity as QIU, against any losses, claims, damages or liabilities, joint or several, to which the QIU may become subject, under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) an untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, the Registration Statement, the General Disclosure Package Statement or the Prospectus, or any amendment or supplement thereto, (ii) the 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 (iii) any act or omission to act or any alleged act or omission to act by Xxxxxx Xxxxxxx Xxxxxxx, Xxxxx & Co. LLC as QIU in connection with any transaction contemplated by this Agreement, the Deposit 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 Xxxxxx Xxxxxxx Xxxxxxx, Xxxxx & Co. LLC in performing the services as QIU, and will reimburse the QIU for any legal or other expenses reasonably incurred by the QIU in connection with investigating or defending any such action or claim as such expenses are incurred.

Indemnification of the QIU. The Company will indemnify and hold harmless Xxxxxx Xxxxxxx &Co. LLC in its capacity as QIU, against any losses, claims, damages or liabilities, joint or several, to which the QIU may become subject, under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the General Disclosure Package or the Prospectus, or any amendment or supplement thereto, (ii) the 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 (iii) any act or omission to act or any alleged act or omission to act by Xxxxxx Xxxxxxx & Co. LLC as QIU in connection with any transaction contemplated by this Agreement, the Deposit 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 Xxxxxx Xxxxxxx & Co. LLC in performing the services as QIU, and will reimburse the QIU for any legal or other expenses reasonably incurred by the QIU in connection with investigating or defending any such action or claim as such expenses are incurred.