Common use of Indemnity and Contribution Provisions Clause in Contracts

Indemnity and Contribution Provisions. (1) The Company agrees to indemnify and hold harmless the Placement Agent and any person who controls any Placement Agent within the meaning of Section 15 of the Act against any and all losses, claims, lawsuits, damages or liabilities, joint and several, to which such Placement Agent or such controlling person may become subject under the Act or otherwise, insofar as such losses, claims, lawsuits, damages or liabilities (including awards and/or judgements) arise out of any untrue or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus and related exhibits, or any amendment or supplement thereto; or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statement therein not misleading; and will reimburse the Placement Agent and each such controlling person for any and all costs and expenses, including reasonable counsel fees incurred by such Placement Agent or such controlling persons in connection with the investigation or defense of any such loss, claim, lawsuit, damage or liability; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, lawsuit or liability arises out of or is based upon an untrue statement or omission made in the Registration Statement or the Prospectus and related exhibits or any amendment or supplement thereto in reliance upon and in conformity with information furnished to the Company by or on behalf of the Placement Agent specifically for use with reference to such Placement Agent in preparation thereof. This indemnity agreement will be in addition to any liability which the Company may otherwise have. (2) The Placement Agent will indemnify and hold harmless the Company, each of its directors, each of its officers who signs the Registration Statement and any person who controls the Company within the meaning of the Act against any and all losses, claims, lawsuits, damages or liabilities to which the Company or any such director or officer or controlling person may become subject, under the Act or otherwise, insofar as such losses, claims, lawsuits, damages or liabilities (including awards and/or judgements) arise out of or are in connection with any information furnished to the Company by the Placement Agent and are included in the Registration Statement, the Prospectus and related exhibits or any amendment or supplement thereto and will reimburse any and all costs and expenses, including reasonable counsel fees incurred by the Company or such director or officer or controlling person in connection with investigating or defending any such loss, claim, lawsuit, damage or liability. This indemnity agreement will be in addition to any liability

Indemnity and Contribution Provisions. (1) The Company agrees to indemnify and hold harmless the Placement Agent Underwriter and any person who controls any Placement Agent Underwriter within the meaning of Section 15 of the Act and the Selected Dealer against any and all losses, claims, lawsuits, damages or liabilities, joint and several, to which such Placement Agent or Underwriter, such controlling person or the Selected Dealer may become subject under the Act or otherwise, insofar as such losses, claims, lawsuits, damages or liabilities (including awards and/or judgements) arise out of any untrue or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus and related exhibits, or any amendment or supplement thereto; or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statement therein not misleading; and will reimburse the Placement Agent and Underwriter, each such controlling person and the Selected Dealer for any and all costs and expenses, including reasonable counsel fees incurred by such Placement Agent or Underwriter, such controlling persons or the Selected Dealer in connection with the investigation or defense of any such loss, claim, lawsuit, damage or liability; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, lawsuit or liability arises out of or is based upon an untrue statement or omission made in the Registration Statement or the Prospectus and related exhibits or any amendment or supplement thereto in reliance upon and in conformity with information furnished to the Company by or on behalf of the Placement Agent Underwriter or the Selected Dealer specifically for use with reference to such Placement Agent in preparation thereof. This indemnity agreement will be in addition to any liability which the Company may otherwise have. (2) The Placement Agent will indemnify and hold harmless the Company, each of its directors, each of its officers who signs the Registration Statement and any person who controls the Company within the meaning of the Act against any and all losses, claims, lawsuits, damages or liabilities to which the Company or any such director or officer or controlling person may become subject, under the Act or otherwise, insofar as such losses, claims, lawsuits, damages or liabilities (including awards and/or judgements) arise out of or are in connection with any information furnished to the Company by the Placement Agent and are included in the Registration Statement, the Prospectus and related exhibits or any amendment or supplement thereto and will reimburse any and all costs and expenses, including reasonable counsel fees incurred by the Company or such director or officer or controlling person in connection with investigating or defending any such loss, claim, lawsuit, damage or liability. This indemnity agreement will be in addition to any liabilitywith

Indemnity and Contribution Provisions. (1) The Company agrees to indemnify and hold harmless the Placement Agent and any person who controls any Placement Agent within the meaning of Section 15 of the Act against any and all losses, claims, lawsuits, damages or liabilities, joint and several, to which such Placement Agent or such controlling person may become subject under the Act or otherwise, insofar as such losses, claims, lawsuits, damages or liabilities (including awards and/or judgements) arise out of any untrue or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus and related exhibits, or any amendment or supplement thereto; or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statement therein not misleading; and will reimburse the Placement Agent and each such controlling person for any and all costs and expenses, including reasonable counsel fees incurred by such Placement Agent or such controlling persons in connection with the investigation or defense of any such loss, claim, lawsuit, damage or liability; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, lawsuit or liability arises out of or is based upon an untrue statement or omission made in the Registration Statement or the Prospectus and related exhibits or any amendment or supplement thereto in reliance upon and in conformity with information furnished to the Company by or on behalf of the Placement Agent specifically for use with reference to such Placement Agent in preparation thereof. This indemnity agreement will be in addition to any liability which the Company may otherwise have. (2) The Placement Agent will indemnify and hold harmless the Company, each of its directors, each of its officers who signs the Registration Statement and any person who controls the Company within the meaning of the Act against any and all losses, claims, lawsuits, damages or liabilities to which the Company or any such director or officer or controlling person may become subject, under the Act or otherwise, insofar as such losses, claims, lawsuits, damages or liabilities (including awards and/or judgements) arise out of or are in connection with any information furnished to the Company by the Placement Agent and are included in the Registration Statement, the Prospectus and related exhibits or any amendment or supplement thereto and will reimburse any and all costs and expenses, including reasonable counsel fees incurred by the Company or such director or officer or controlling person in connection with investigating or defending any such loss, claim, lawsuit, damage or liability. This indemnity agreement will be in addition to any liability which the Placement Agent may otherwise have. (3) Promptly after receipt by an indemnified party under this Article V of notice of any such liability, claim or lawsuit, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under this Article V, notify the indemnifying party in writing of the commencement thereof; but the omission to so notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party otherwise than under this Article V. In case any such action is brought against any indemnified party and it notifies any indemnifying party of the commencement thereof, the indemnifying party will be entitled to take any and all necessary and proper action, at its sole cost and expense, with respect to such liability, claim or lawsuit, including the right to settle, compromise and dispose of such liability, claim or lawsuit, excepting therefrom any and all proceedings or hearings before any regulatory bodies and/or authorities. (4) If the indemnification provided for in Section (1) or (2) of this Article V is, for any reason other than as specified in such sections, held by a court to be unavailable and the Company or the Placement Agent has been required to pay damages as a result of a determination by a court that the Registration Statement, the Prospectus, or any amendment or supplement thereto contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading, then the Company shall contribute to the damages paid by the Placement Agent and the Placement Agent shall contribute to the damages paid by the Company, but in each case only to the extent that such damages arise out of or are based upon such untrue statement or omission, (i) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Placement Agent on the other from the offering of the Debentures, or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect the relative benefits referred to in clause (i) above but also the relative fault of the Company and the Placement Agent in such damages, as well as any other relevant equitable considerations. The relative benefits received by the Company and the Placement Agent shall be deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses) received by the Company bear to the total selling commissions and allocable expenses received by the Placement Agent, as set forth in the table on the cover page of the Prospectus. The relative fault shall be determined by reference to, among other things, whether the untrue statement of a material fact or the omission to state a material fact relates to information supplied by the Company or the Placement Agent and the parties' relative intent, knowledge, access to information, and opportunity to correct or prevent such untrue statement or omission. For purposes of this Section, the term "damages" shall include any counsel fees or other expenses reasonably incurred by the Company or the Placement Agent in connection with investigating or defending any action or claim which is the subject of the contribution provisions of this Section. Notwithstanding the provisions of this Section, the Placement Agent shall not be required to contribute any amount in excess of the amount by which the total price at which the Debentures distributed to the public were offered to the public exceeds the amount of any damages which Placement Agent has otherwise been required to pay by reason of any such untrue statements or omissions. No person adjudged guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. (5) The agreements contained in this Article V and the representations and warranties of the Company and the Placement Agent set forth in this Selling Agreement shall remain operative and in full force and effect, regardless of (a) any investigation made by or on behalf of the Placement Agent or any person controlling the Placement Agent or by or on behalf of the Company, any of its directors or officers, or any person controlling the Company, (b) acceptance of any Debentures and payment therefor hereunder, and (c) any termination of this Selling Agreement. A successor of the Placement Agent or of the Company, or any director or officer thereof or any person controlling the Placement Agent or the Company, as the case may be, shall be entitled to the benefits of the agreements contained in this Article V.