Common use of POST-SETTLEMENT EXPENSES Clause in Contracts

POST-SETTLEMENT EXPENSES. Notwithstanding any settlement on the termination of the applicable AAU, you agree to pay any transfer taxes which may be assessed and paid after such settlement on account of any sales or transfers under such AAU or any Intersyndicate Agreement for your account and your Underwriting Percentage of (i) all expenses incurred by the Manager in investigating, preparing to defend or defending against any action, claim or proceeding which is asserted or instituted by any party (including any governmental or regulatory body) relating to (a) the Registration Statement, any Preliminary Prospectus or Prospectus (or any amendment or supplement thereto), any Preliminary Offering Circular or Offering Circular (or any amendment or supplement thereto) or Supplemental Offering Materials, (b) the violation of any applicable restrictions on the offer, sale, resale or purchase of Securities or Other Securities imposed by United States Federal or state laws or foreign laws and the rules and regulations of any regulatory body promulgated thereunder or pursuant to the terms of such AAU, the Underwriting Agreement or any Intersyndicate Agreement or (c) any claim that the Underwriters constitute a partnership, an association or an unincorporated business or other separate entity and (ii) any liability, including attorneys' fees, incurred by the Manager in respect of any such action, claim or proceeding, whether such liability shall be the result of a judgment or arbitrator's determination or as a result of any settlement agreed to by the Manager, other than any such expense or liability as to which the Manager actually receives indemnity pursuant to Section 9.4, contribution pursuant to Section 9.5, indemnity or contribution pursuant to the Underwriting Agreement or damages from an Underwriter for breach of its representations, warranties, agreements, or covenants contained in the applicable AAU. None of the foregoing provisions of this Section 9.3 shall relieve any defaulting or breaching Underwriter from liability for its defaults or breach.

POST-SETTLEMENT EXPENSES. Notwithstanding any settlement on the termination of the applicable AAU, you agree to pay any transfer taxes which may be assessed and paid after such settlement on account of any sales or transfers under such AAU or any Intersyndicate Agreement for your account and your Underwriting Percentage of (i) all expenses incurred by the Manager in investigating, preparing to defend or defending against any action, claim or proceeding which is asserted or instituted by any party (including any governmental or regulatory body) relating to (a) the Registration Statement, any Preliminary Prospectus or Prospectus (or any amendment or supplement thereto), any Preliminary Offering Circular or Offering Circular (or any amendment or supplement thereto) or Supplemental Offering Materials, (b) the violation of any applicable restrictions on the offer, sale, resale or purchase of Securities or Other Securities imposed by United States Federal or state laws or foreign laws and the rules and regulations of any regulatory body promulgated thereunder or pursuant to the terms of such AAU, the Underwriting Agreement or any Intersyndicate Agreement or (c) any claim that the Underwriters constitute a partnership, an association or an unincorporated business or other separate entity and (ii) any liability, including attorneys' ’ fees, incurred by the Manager in respect of any such action, claim or proceeding, whether such liability shall be the result of a judgment or arbitrator's ’s determination or as a result of any settlement agreed to by the Manager, other than any such expense or liability as to which the Manager actually receives indemnity pursuant to Section 9.4, contribution pursuant to Section 9.5, indemnity or contribution pursuant to the Underwriting Agreement or damages from an Underwriter for breach of its representations, warranties, agreements, or covenants contained in the applicable AAU. None of the foregoing provisions of this Section 9.3 shall relieve any defaulting or breaching Underwriter from liability for its defaults or breach.

POST-SETTLEMENT EXPENSES. Notwithstanding any settlement on the termination of the applicable AAU, you agree to pay any transfer taxes which may be assessed and paid after such settlement on account of any sales or transfers under such the AAU or any Intersyndicate Agreement for your account and your Underwriting Percentage of (i) all expenses incurred by the Manager in investigating, preparing to defend or defending against any action, claim or proceeding proceedings which is asserted or instituted by any party (including any governmental or regulatory body) relating to (aA) the Registration Statement, any Preliminary Prospectus or Prospectus (or any amendment or supplement thereto), any Preliminary Offering Circular or Offering Circular (or any amendment or supplement thereto) or Supplemental Offering MaterialsDocuments, (bB) the violation of any applicable restrictions on the offer, sale, resale or purchase of Securities or Other Securities imposed by United States Federal or state laws or foreign laws and the rules and regulations of any regulatory body promulgated thereunder or the rules of any self-regulatory organization or pursuant to the terms of such the AAU, the Underwriting Agreement or any Intersyndicate Agreement or (cC) any claim that the Underwriters constitute a partnership, an association or an unincorporated business or other separate entity and (ii) any liability, including attorneys' attorneys fees, incurred by the Manager in respect of any such action, claim or proceedingproceedings, whether such liability shall be the result of a judgment or arbitrator's determination or as a result of any settlement agreed to by the Manager, other than any such expense or liability as to which the Manager actually receives indemnity pursuant to Section 9.49(d), contribution pursuant to Section 9.59(e), indemnity or contribution pursuant to the Underwriting Agreement or damages from an Underwriter for breach of its representations, warranties, agreements, or covenants contained in the applicable AAU. None of the foregoing provisions of this Section 9.3 9(c) shall relieve any defaulting or breaching Underwriter from liability for its defaults default or breach.

POST-SETTLEMENT EXPENSES. Notwithstanding any settlement on the termination of the applicable AAU, you agree to pay any transfer taxes which may be assessed and paid after such settlement on account of any sales or transfers under such AAU or any Intersyndicate Agreement for your account and your Underwriting Percentage of (i) all expenses incurred by the Manager in investigating, preparing to defend or defending against any action, claim or proceeding which is asserted or instituted by any party (including any governmental or regulatory body) relating to (aA) the Registration Statement, any Preliminary Prospectus or Prospectus (or any amendment or supplement thereto), any Preliminary Offering Circular or Offering Circular (or any amendment or supplement thereto) or Supplemental Offering Materials, (bB) the violation of any applicable restrictions on the offer, sale, resale or purchase of Securities or Other Securities imposed by United States Federal or state laws or foreign laws and the rules and regulations of any regulatory body promulgated thereunder or pursuant to the terms of such AAU, the Underwriting Agreement or any Intersyndicate Agreement or (cC) any claim that the Underwriters constitute a partnership, an association or an unincorporated business or other separate entity and (ii) any liability, including attorneys' ’ fees, incurred by the Manager in respect of any such action, claim or proceeding, whether such liability shall be the result of a judgment or arbitrator's ’s determination or as a result of any settlement agreed to by the Manager, other than any such expense or liability as to which the Manager actually receives indemnity pursuant to Section 9.49(d), contribution pursuant to Section 9.59(e), indemnity or contribution pursuant to the Underwriting Agreement or damages from an Underwriter for breach of its representations, warranties, agreements, or covenants contained in the applicable AAU. None of the foregoing provisions of this Section 9.3 9(c) shall relieve any defaulting or breaching Underwriter from liability for its defaults or breach.

POST-SETTLEMENT EXPENSES. Notwithstanding any settlement on the termination of the applicable AAU, you agree to pay any transfer taxes which may be assessed and paid after such settlement on account of any sales or transfers under such AAU or any Intersyndicate Agreement for your account and your Underwriting Percentage of (i) all expenses incurred by the Manager in investigating, preparing to defend or defending against any action, claim or proceeding which is asserted or instituted by any party (including any governmental or regulatory body) relating to (a) the Registration Statement, any Preliminary Prospectus or Prospectus (or any amendment or supplement thereto), any Preliminary Offering Circular or Offering Circular (or any amendment or supplement thereto) or Supplemental Offering Materials, (b) the violation of any applicable restrictions on the offer, sale, resale or purchase of Securities or Other Securities imposed by United States Federal or state laws or foreign laws and the rules and regulations of any regulatory body promulgated thereunder or pursuant to the terms of such AAU, the Underwriting Agreement or any Intersyndicate Agreement or (c) any claim that the Underwriters constitute a partnership, an association or an unincorporated business or other separate entity and (ii) any liability, including attorneys' ’ fees, incurred by the Manager in respect of any such action, claim or proceeding, whether such liability shall be the result of a judgment or arbitrator's ’s determination or as a result of any settlement agreed to by the Manager, other than any such expense or liability as to which the Manager actually receives indemnity pursuant to Section 9.4, contribution pursuant to Section 9.5, indemnity or contribution pursuant to the Underwriting Agreement or damages from an Underwriter for breach of its representations, warranties, agreements, or covenants contained in the applicable AAU; provided, however, that in respect of any expense or liability related to, arising out of, or in connection with your use of any Free Writing Prospectus or Underwriter Free Writing Prospectus in violation of Section 3.3 hereof and any sale of Securities you make by means of such Free Writing Prospectus or Underwriter Free Writing Prospectus, for purposes of this Section 9.3 only, your Underwriting Percentage shall be 100%. None of the foregoing provisions of this Section 9.3 shall relieve any defaulting or breaching Underwriter from liability for its defaults or breach.

POST-SETTLEMENT EXPENSES. Notwithstanding any settlement on the termination of the applicable AAU, you agree to pay any transfer taxes which may be assessed and paid after such settlement on account of any sales or transfers under such AAU or any Intersyndicate Agreement for your account and your Underwriting Percentage of (i) all expenses incurred by the Manager in investigating, preparing to defend or defending against any action, claim or proceeding which is asserted or instituted by any party (including any governmental or regulatory body) relating to (aA) the Registration Statement, any Preliminary Prospectus or Prospectus (or any amendment or supplement thereto), any Preliminary Offering Circular or Offering Circular (or any amendment or supplement thereto) or Supplemental Offering Materials, (bB) the violation of any applicable restrictions on the offer, sale, resale or purchase of Securities or Other Securities imposed by United States Federal or state laws or foreign laws and the rules and regulations of any regulatory body promulgated thereunder or pursuant to the terms of such AAU, the Underwriting Agreement or any Intersyndicate Agreement or (cC) any claim that the Underwriters constitute a partnership, an association or an unincorporated business or other separate entity and (ii) any liability, including attorneys' fees, incurred by the Manager in respect of any such action, claim or proceeding, whether such liability shall be the result of a judgment or arbitrator's determination or as a result of any settlement agreed to by the Manager, other than any such expense or liability as to which the Manager actually receives indemnity pursuant to Section 9.49(d), contribution pursuant to Section 9.59(e), indemnity or contribution pursuant to the Underwriting Agreement or damages from an Underwriter for breach of its representations, warranties, agreements, or covenants contained in the applicable AAU. None of the foregoing provisions of this Section 9.3 9(c) shall relieve any defaulting or breaching Underwriter from liability for its defaults or breach.

POST-SETTLEMENT EXPENSES. Notwithstanding any settlement on the termination of the applicable AAU, you agree to pay any transfer taxes which may be assessed and paid after such settlement on account of any sales or transfers under such AAU or any Intersyndicate Agreement for your account and your Underwriting Percentage of (i) all expenses incurred by the Manager in investigating, preparing to defend or defending against any action, claim or proceeding which is asserted or instituted by any party (including any governmental or regulatory body) relating to (a) the Registration Statement, any Preliminary Prospectus or Prospectus (or any amendment or supplement thereto), any Preliminary Offering Circular or Offering Circular (or any amendment or supplement thereto) or Supplemental Offering Materials, (b) the violation of any applicable restrictions on the offer, sale, resale or purchase of Securities or Other Securities imposed by United States Federal or state laws or foreign laws and the rules and regulations of any regulatory body promulgated thereunder or pursuant to the terms of such AAU, the Underwriting Agreement or any Intersyndicate Agreement or (c) any claim that the Underwriters constitute a partnership, an association or an unincorporated business or other separate entity and (ii) any liability, including attorneys' fees, incurred by the Manager in respect of any such action, claim or proceeding, whether such liability shall be the result of a judgment or arbitrator's determination or as a result of any settlement agreed to by the Manager, other than any such expense or liability as to which the Manager actually receives indemnity pursuant to Section 9.4, contribution pursuant to Section 9.5, indemnity or contribution pursuant to the Underwriting Agreement or damages from an Underwriter for breach of its representations, warranties, agreements, or covenants contained in the applicable AAU; PROVIDED, HOWEVER, that in respect of any expense or liability related to, arising out of, or in connection with your use of any Free Writing Prospectus or Underwriter Free Writing Prospectus in violation of Section 3.3 hereof and any sale of Securities you make by means of such Free Writing Prospectus or Underwriter Free Writing Prospectus, for purposes of this Section 9.3 only, your Underwriting Percentage shall be 100%. None of the foregoing provisions of this Section 9.3 shall relieve any defaulting or breaching Underwriter from liability for its defaults or breach.

POST-SETTLEMENT EXPENSES. Notwithstanding any settlement on the termination of the applicable AAU, you agree to pay any transfer taxes which may be assessed and paid after such settlement on account of any sales or transfers under such AAU or any Intersyndicate Agreement for your account and your Underwriting Percentage of (i) all expenses incurred by the Manager in investigating, preparing to defend or defending against any action, claim or proceeding which is asserted or instituted by any party (including any governmental or regulatory body) relating to (a) the Registration Statement, any Preliminary Prospectus or Prospectus (or any amendment or supplement thereto), any Preliminary Offering Circular or Offering Circular (or any amendment or supplement thereto) or Supplemental Offering Materials, (b) the violation of any applicable restrictions on the offer, sale, resale or purchase of Securities or Other Securities imposed by United States Federal or state laws or foreign laws and the rules and regulations of any regulatory body promulgated thereunder or pursuant to the terms of such AAU, the Underwriting Agreement or any Intersyndicate Agreement or (c) any claim that the Underwriters constitute a partnership, an association or an unincorporated business or other separate entity and (ii) any liability, including attorneys' fees, incurred by the Manager in respect of any such action, claim or proceeding, whether such liability shall be the result of a judgment or arbitrator's determination or as a result of any settlement agreed to by the Manager, other than any such expense or liability as to which the Manager actually receives indemnity pursuant to Section 9.4, contribution pursuant to Section 9.5, indemnity or contribution pursuant to the Underwriting Agreement or damages from an Underwriter for breach of its representations, warranties, agreements, or covenants contained in the applicable AAUXXX. None Xxxx of the foregoing provisions of this Section 9.3 shall relieve any defaulting or breaching Underwriter from liability for its defaults or breach.