Common use of Reciprocal Indemnification Clause in Contracts

Reciprocal Indemnification. (a) The Company agrees to indemnify and hold harmless the Underwriter and any person who may be deemed to control the Underwriter within the meaning of section 15 of the Securities Act; and (b) The Underwriter agrees to indemnify and hold harmless the Company, its directors, such of its officers as sign the Registration Statement, and any person who may be deemed to control the Company within the meaning of the Securities Act; against any and all losses, claims, damages, or liabilities whatsoever (including, but not limited to, any and all legal or other expenses whatsoever reasonably incurred in investigating, preparing, or defending against any actions or threatened actions or claims) based on or arising out of any untrue statement or alleged untrue statement of a material fact contained in the Filing (as from time to time amended or supplemented) or any application or other document filed in any state in order to register, qualify, or obtain an exemption for the Bonds under the laws thereof ("blue sky application"), as the case may be, or any 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 any violation by any of the indemnifying parties of any provision of the Securities Act or any Regulation, or of common or statutory law, and against any and all losses, claims, damages, or liabilities whatsoever to the extent of the aggregate amount paid in settlement of any action, commenced or threatened, or of any claim whatsoever based on any such untrue statement or omission or any such violation (including, but not limited to, any and all legal or other expenses whatsoever reasonably incurred in investigating, preparing, or defending against any such actions or claims) if such settlement is effected with the written consent of any indemnifying party. The indemnification by the Underwriter shall extend only to any such statements or omissions made in reliance on and in conformity with written information furnished to the Company by the Underwriter or on behalf of the Underwriter for use in the remaining statements in or omissions from the Filing or blue sky applications. Each of the foregoing indemnifications is expressly conditioned on the indemnifying party being notified by the person seeking indemnification, by letter or by telegram confirmed by letter, of any action commenced against such person, within a reasonable time after such person shall have been served with the summons or other first legal process giving information as to the nature and basis of the claim, and in any event at least ten days prior to the entry of any judgment in such action, but the failure to give such notice shall not relieve any indemnifying party of any liability which such party may have to such person otherwise than on account of this indemnity agreement. Any party whose indemnification is being relied on shall assume the defense of any action or claim, including the employment of counsel and the payment of all expenses. Any indemnified party shall have the right to separate counsel in any such action and to participate in the defense thereof but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the employment thereof shall have been specifically authorized by the indemnifying party, or (ii) the indemnifying party shall have failed to assume the defense and employ counsel. The indemnifications contained above in this section 6, and the representations and warranties of the Company set forth in this Agreement, will remain operative and in full force and effect, regardless of any investigations made by or on behalf of the Underwriter or any controlling person thereof, or by or on behalf of the Company or its directors or officers and will survive delivery of and payment for the Bonds.

Reciprocal Indemnification. (a) The Company agrees to indemnify and hold harmless the Underwriter Dealer-Manager and any person who may be deemed to control the Underwriter Dealer-Manager within the meaning of section 15 of the Securities Act; and (b) The Underwriter Dealer-Manager agrees to indemnify and hold harmless the Company, its directors, such of its officers as sign the Registration Statement, and any person who may be deemed to control the Company within the meaning of the Securities Act; against any and all losses, claims, damages, or liabilities whatsoever (including, but not limited to, any and all legal or other expenses whatsoever reasonably incurred in investigating, preparing, or defending against any actions or threatened actions or claims) based on or arising out of any untrue statement or alleged untrue statement of a material fact contained in the Filing (as from time to time amended or supplemented) or any application or other document filed in any state in order to register, qualify, or obtain an exemption for the Bonds Notes under the laws thereof ("blue sky application"), as the case may be, or any 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 any violation by any of the indemnifying parties of any provision of the Securities Act or any Regulation, or of common or statutory law, and against any and all losses, claims, damages, or liabilities whatsoever to the extent of the aggregate amount paid in settlement of any action, commenced or threatened, or of any claim whatsoever based on any such untrue statement or omission or any such violation (including, but not limited to, any and all legal or other expenses whatsoever reasonably incurred in investigating, preparing, or defending against any such actions or claims) if such settlement is effected with the written consent of any indemnifying party. The indemnification by the Underwriter Dealer-Manager shall extend only to any such statements or omissions made in reliance on and in conformity with written information furnished to the Company by the Underwriter Dealer-Manager or on behalf of the Underwriter Dealer- Manager for use in the remaining statements in or omissions from the Filing or blue sky applications. Each of the foregoing indemnifications is expressly conditioned on the indemnifying party being notified by the person seeking indemnification, by letter or by telegram confirmed by letter, of any action commenced against such person, within a reasonable time after such person shall have been served with the summons or other first legal process giving information as to the nature and basis of the claim, and in any event at least ten days prior to the entry of any judgment in such action, but the failure to give such notice shall not relieve any indemnifying party of any liability which such party may have to such person otherwise than on account of this indemnity agreement. Any party whose indemnification is being relied on shall assume the defense of any action or claim, including the employment of counsel and the payment of all expenses. Any indemnified party shall have the right to separate counsel in any such action and to participate in the defense thereof but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the employment thereof shall have been specifically authorized by the indemnifying party, or (ii) the indemnifying party shall have failed to assume the defense and employ counsel. The indemnifications contained above in this section 6, and the representations and warranties of the Company set forth in this Agreement, will remain operative and in full force and effect, regardless of any investigations made by or on behalf of the Underwriter Dealer-Manager or any controlling person thereof, or by or on behalf of the Company or its directors or officers and will survive delivery of and payment for the BondsNotes.

Reciprocal Indemnification. (a) The Company agrees to will indemnify and hold harmless the Independent Underwriter, its affiliates and its parent and its affiliates, and the respective directors, officers, agents and employees of the Independent Underwriter, its affiliates and its parent and its affiliates (the Independent Underwriter and any person who may be deemed to control the Underwriter within the meaning of section 15 of the Securities Act; and (beach such entity or person, an "Indemnified Person") The Underwriter agrees to indemnify from and hold harmless the Company, its directors, such of its officers as sign the Registration Statement, and any person who may be deemed to control the Company within the meaning of the Securities Act; against any and all losses, claims, damagesdamages judgments, or assessments, costs and other liabilities whatsoever (includingcollectively "Liabilities"), but not limited toand will reimburse each Indemnified Person for all fees and expenses (including the reasonable fees and expenses of counsel) (collectively, any and all legal or other expenses whatsoever reasonably "Expenses") as they are incurred in investigating, preparing, pursuing or defending against any actions claim, action, proceeding or investigation, whether or not in connection with pending or threatened actions litigation and whether or claimsnot any Indemnified Person is a party (collectively, "Actions"), (i) based on caused by, or arising out of or in connection with, any untrue statement statements or alleged untrue statement of a material fact contained in the Filing (as from time to time amended or supplementedincluding any amendments thereof and supplements thereto) or any application or other document filed in any state in order to register, qualify, or obtain an exemption for the Bonds under the laws thereof ("blue sky application"), as the case may be, or by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleadingmisleading (other than untrue statements or alleged untrue statements in, or any violation omissions or alleged omissions from, information relating to an Indemnified Person furnished in writing by any of the indemnifying parties of any provision of the Securities Act or any Regulation, or of common or statutory law, and against any and all losses, claims, damages, or liabilities whatsoever to the extent of the aggregate amount paid in settlement of any action, commenced or threatened, or of any claim whatsoever based on any such untrue statement or omission or any such violation (including, but not limited to, any and all legal or other expenses whatsoever reasonably incurred in investigating, preparing, or defending against any such actions or claims) if such settlement is effected with the written consent of any indemnifying party. The indemnification by the Underwriter shall extend only to any such statements or omissions made in reliance on and in conformity with written information furnished to the Company by the Underwriter or on behalf of the Underwriter such Indemnified Person expressly for use in the remaining statements Offering Materials) or (ii) otherwise arising out of or in connection with advice or omissions services rendered or to be rendered by any Indemnified Person pursuant to this Agreement, the transactions contemplated hereby or any Indemnified Person's actions or inactions in connection with any advice, services or transactions; provided that, in the case of clause (ii) only, the Company will not be responsible for any Liabilities or Expenses of any Indemnified Person that are determined by a judgment of a court of competent jurisdiction which is no longer subject to appeal or further review to have resulted solely from the Filing such Indemnified Person's gross negligence or blue sky applications. Each willful misconduct in connection with any of the foregoing indemnifications is expressly conditioned on the indemnifying party being notified advice, actions inactions or services referred to above. The Company also agrees to reimburse each Indemnified Person for all Expenses as they are incurred in connection with enforcing such Indemnified Person's right under this Agreement. (b) Upon receipt by the person seeking indemnification, by letter or by telegram confirmed by letter, an Indemnified Person of any action commenced actual notice of an Action against such personIndemnified Person with respect to which indemnity may be sough under this Agreement, within a reasonable time after such person Indemnified Person shall have been served with promptly notify the summons or other first legal process giving information as Company in writing; provided that failure so to notify the nature and basis of the claim, and in any event at least ten days prior to the entry of any judgment in such action, but the failure to give such notice Company shall not relieve any indemnifying party of the Company from any liability which such party the Company may have to such person otherwise than on account of this indemnity agreementor otherwise, except to the extent the Company shall have been materially prejudiced by such failure. Any party whose indemnification is being relied on shall The Company shall, if requested by the Independent Underwriter, assume the defense of any action or claim, such Action including the employment of counsel and reasonable satisfactory to the payment of all expensesIndependent Underwriter. Any indemnified party Indemnified Person shall have the right to employ separate counsel in any such action Action and to participate in the defense thereof thereof, but the fees and expenses of such counsel shall be at the expense expenses of such indemnified party unless Indemnified Person, unless; (i) the employment thereof shall have been specifically authorized by the indemnifying party, or (ii) the indemnifying party shall have failed Company has filed promptly to assume the defense and employ counsel or (ii) the named parties to any such Action (including any impleaded parties) include such Indemnified Person and the Company, and such Indemnified Person shall have been advised by counsel that there may be one or more legal defenses available to it which are different from or in addition to those available to the Company; provided that the Company shall not in such event be responsible hereunder for the fees and expenses of more than one firm of separate counsel in connection with any Action in the same jurisdiction, in addition to any local counsel. The indemnifications contained above Company shall not be liable for any settlement of any Action effected without its written consent (which shall not be unreasonably withheld). In addition, the Company will not, without the prior written consent of the Independent Underwriter, settle, compromise or consent to the entry of any judgment in or otherwise seek to terminate any pending or threatened Action in respect of which indemnification or contribution may be sought hereunder (whether or not any Indemnified Person is a party thereto) unless such settlement, compromise, consent or termination includes an unconditional release of each Indemnified Person from all Liabilities arising out of such Action. (c) In the event that the foregoing indemnity is judicially determined to be unavailable to an Indemnified Person (other than in accordance with the terms hereof), the Company shall contribute to the Liabilities and Expenses paid or payable by such Indemnified Person in such proportion as is appropriate to reflect (i) the relative benefits to the Company and its shareholders, on the one hand, and to the Independent Underwriter, on the other hand, of the matters contemplated by this section 6Agreement, or (ii) if the allocation provided by the immediately proceeding clause is not permitted by the applicable law, not only such relative benefits but also the relative fault of the Company, on one hand, and the representations Independent Underwriter, on the other hand, in connection with the matters as to which such Liabilities or Expenses relate, as well as any other relevant equitable considerations; provided that in no event shall the Company contribute less than the amount necessary to ensure that all Indemnified Persons, in the aggregate, are not liable for any Liabilities and warranties Expenses in excess of the amount of fees actually received by Oxxxx Xxxxx pursuant to the Agreement. For purposes of this paragraph, the relative benefits to the Company and its shareholders, on the one hand, and to the Independent Underwriter, on the other hand, of the matters contemplated by this Agreement shall be deemed to be in the same proportion as (a) the total value paid or contemplated to be paid or received or contemplated to be received by the Company or the Company's shareholders, as the case may be, in the transaction or transactions that are within the scope of this Agreement, whether or not any such transaction is consummated, bears to (b) the fees paid or to be paid to the Independent Underwriter under this Agreement. (d) The Company also agrees that no Indemnified Person shall have any liability (whether direct or indirect in contract or tort or otherwise) to the Company for or in connection with advice or services rendered or to be rendered by any Indemnified Person pursuant to this Agreement, the transaction contemplated hereby or any Indemnified Person's actions or inactions in connection with any such advice, services or transactions except for Liabilities (and related Expenses) of the Company that are determined by a judgment of a court of competent jurisdiction which is no longer subject to appeal or further review to have resulted solely from such Indemnified Person's gross negligence or willful misconduct in connection with any such advice, actions, inactions or services. (e) If any term, provision, covenant or restriction contained in this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void, unenforceable or against its regulatory policy, the remainder of the terms, provisions, covenants and restrictions contained in this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated. The reimbursement, indemnity and contribution obligation of the Company set forth in herein shall apply to any modification of this Agreement, will Agreement and shall remain operative and in full force and effect, effect regardless of any investigations made by or on behalf of the Underwriter or any controlling person thereoftermination of, or by the completion of any Indemnified Person's services under or on behalf of the Company or its directors or officers and will survive delivery of and payment for the Bondsin connection with, this Agreement.

Reciprocal Indemnification. (a) The Company agrees to indemnify and hold harmless the Underwriter and members of the selling group and any person who may be deemed to be in control of the Underwriter or any member of the selling group within the meaning of section Section 15 of the Securities Act; and (b) The Underwriter agrees to indemnify and hold harmless the Company, its directors, such of its officers as sign the Registration Statement, Statement and any person who may be deemed to control the Company and company within the meaning of the Securities Act, and to obtain a similar indemnification from each of the members of the selling group; against any and all losses, claims, damages, damages or liabilities whatsoever (including, but not limited to, any and all legal or other expenses whatsoever reasonably incurred in investigating, preparing, preparing or defending against any actions or threatened actions or claims) based on or arising out of any untrue statement or alleged untrue statement of a material fact contained in the Filing Registration Statement or Prospectus (as from time to time amended or supplemented) or any application or other document filed in any state in order to register, qualify, qualify or obtain an exemption for the Bonds Shares under the laws thereof ("blue sky application")) , as the case may be, or any 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 any violation by any of the indemnifying parties of any provision provisions of the Securities Act or any Regulation, or of common or statutory law, and against any and all losses, claims, damages, damages or liabilities whatsoever to the extent of the aggregate amount paid in settlement of any action, commenced or threatened, or of any claim whatsoever based on upon any such untrue statement or omission or any such violation (including, including but not limited to, to any and all legal or other expenses whatsoever reasonably incurred in investigatinginvestigation, preparing, preparing or defending against any such actions or claims) if such settlement is effected with the written consent of any indemnifying party. The indemnification by the Underwriter and members of the selling group shall not extend only to any such statements or omissions made in reliance on upon and in conformity with written information furnished to by the Company by to the Underwriter or on behalf members of the Underwriter for use in the remaining statements in or omissions from the Filing or blue sky applicationsselling group. Each of the foregoing indemnifications is expressly conditioned on upon the indemnifying party parties being notified by the person seeking indemnification,, by letter or by telegram confirmed by letter, of any action commenced against such person, within a reasonable time after such person shall have been served with the summons Summons or other first legal process giving information as to the nature and basis of the claim, and in any event at least ten days days' prior to the entry of any judgment in such action, but the failure to give such notice shall not relieve any indemnifying party of any liability which such party may have to such person otherwise than on account of this indemnity agreement. Any party whose indemnification is being relied on upon shall assume the defense of any action or claim, including the employment of counsel and the payment of all expenses. Any indemnified party shall have the right to separate counsel in any such action and to participate in the defense thereof but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the employment thereof shall have been specifically authorized by the indemnifying party, or party of (ii) the indemnifying party shall have failed to assume the defense and employ counsel. The indemnifications indemnification contained above in this section Section 6, and the representations and warranties of the Company set forth in this Agreement, Agreement will remain operative and in full force and effect, regardless of any investigations made by or on behalf of the Underwriter or any controlling person thereof, or by or on behalf of the Company or its directors or officers and will survive delivery of and payment for the BondsShares.