Structuring Agent’s Indemnity Clause Samples

Structuring Agent’s Indemnity. The Structuring Agent severally and not jointly with the Underwriters, agrees to indemnify and hold harmless the Republic and each of its officials who signs the Registration Statement, against any and all losses, liabilities, claims, damages and expenses (as incurred, including reasonable attorneys’ fees and expenses) to which any of them may become subject, insofar as such losses, liabilities, costs, claims, actions, demands, damages or expenses are caused by any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement as originally filed or in any amendment thereof, in the Disclosure Package, in the Final Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon 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, but only to the extent that the untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon or in conformity with written information furnished to the Republic by or on behalf of the Structuring Agent specifically for inclusion therein, it being understood and agreed that the only information furnished by the Structuring Agent consists of the name of the Structuring Agent. This indemnity agreement will be in addition to any liability which the Structuring Agent may otherwise have.