Common use of Indemnification of the Underwriters by the Company Clause in Contracts

Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriter and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto) or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in the Final Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of a single counsel chosen by Banc of America Securities LLC), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that the indemnity agreement contained in this Section 6(a) shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative expressly for use in the Registration Statement (or any amendment thereto), or the Final Prospectus.

Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriter and each person, if any, who controls any Underwriter such person within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Exchange Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoeverexpense, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto) ), or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included contained in the Final Prospectus Prospectuses (or any amendment or supplement thereto), ) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, claim damage and expense whatsoeverexpense, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; , provided that (subject to Section 6(d7(e) below) any such settlement is effected with the written consent of the Company; and (iii) against any and all expense whatsoeverexpense, as incurred (including the fees and disbursements of a single counsel chosen by Banc of America Securities LLCthe Underwriters), reasonably incurred in investigating, preparing investigating or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that the this indemnity agreement contained in this Section 6(a) shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representative Underwriter, Comcast or Seller expressly for use in the Registration Statement (or any amendment thereto) or the applicable Prospectus (or any amendment thereto), provided, further that this indemnity agreement shall not apply to the extent that any loss, liability, claim, damage or expense results from: (i) the fact that a current copy of the Prospectus (or, the Prospectus as amended or supplemented) was not sent or given by or on behalf of such Underwriter to the person asserting any such loss, liability, claim, damage or expense at or prior to the written confirmation of the sale of the Securities to such person, and if the applicable Prospectus (as so amended or supplemented) corrected the untrue statement or omission giving rise to such loss, liability, claim, damage or expense; (ii) the use of any Prospectus by such Underwriter or any person who controls such Underwriter, after such time as the Company advised such Underwriter that the filing of an amendment or supplement thereto was required, except such Prospectus as so amended or supplemented; or (iii) the use of any Prospectus after the Final ProspectusProspectus Delivery Date.

Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriter Underwriter, its affiliates and their respective partners, members, directors, officers, employees and agents, and each person, if any, who controls each Underwriter or any Underwriter affiliate within the meaning of Section 15 of the 1933 Securities Act or Section 20 of the 1934 Exchange Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, joint or several, arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto) ), or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading, or arising out of any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus, Time of Sale Prospectus, any free writing prospectus, any Marketing Material or the Final Prospectus (or any amendment or supplement theretoto the foregoing), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, joint or several, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or bodyGovernmental Authority, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below11(d)) any such settlement is effected with the written consent of the Company, which consent shall not unreasonably be delayed, conditioned or withheld; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of a single counsel chosen by Banc of America Securities LLCcounsel), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or bodyGovernmental Authority, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission omission, or any such alleged untrue statement or omissionomission (whether or not a party), to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that the this indemnity agreement contained in this Section 6(a) shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made solely in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative expressly for use in the Registration Statement Information (or any amendment theretoas defined below), or the Final Prospectus.