Common use of The Dealer Clause in Contracts

The Dealer. Manager and each Soliciting Dealer will indemnify and hold harmless the Company from and against any and all losses, claims, damages or liabilities to which the Company may become subject insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) the failure or alleged failure by the Dealer-Manager and/or such Soliciting Dealer to perform fully and to act in compliance with the provisions of this Agreement or the Soliciting Dealer Agreement, or (ii) any untrue statement or alleged untrue statement of any material fact made by the Dealer-Manager or such Soliciting Dealer to any offeree or purchaser of any of Shares (other than any statement contained in the Prospectus or any Authorized Sales Literature, or any amendment or supplement thereto), or (iii) any omission or alleged omission by the Dealer-Manager or such Soliciting Dealer to state to any offeree or purchaser of any Shares a material fact necessary in order to make the statements made to such offeree or purchaser not misleading in light of the circumstances under which they were made (other than any such material fact omitted from the Prospectus, or any amendment or supplement thereto), and will reimburse any legal or other expenses (including, but not limited to, reasonable attorneys' fees) reasonably incurred by the Company in connection with investigating or defending any such claim or action, whether or not resulting in any liability. The indemnity agreement in this Section 7(b) will be in addition to any liability which the Dealer-Manager and/or such Soliciting Dealer may otherwise have and shall extend upon the same terms and conditions to each person signing the Registration Statement on behalf of the Company and each person, if any, who controls the Company within the meaning of the 1933 Act or the 1934 Act.

The Dealer. Manager and shall cause each Soliciting Dealer to execute a Dealer Agreement under which each Dealer severally will indemnify and hold harmless the Company Company, the Dealer-Manager, and each of their directors and officers who has signed the Registration Statement and each person, if any, who controls the Company, and the Dealer-Manager within the meaning of Section 15 of the Securities Act (the “Dealer Indemnified Parties”) from and against any and all losses, claims, damages or liabilities to which the Company Dealer Indemnified Parties may become subject subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) the failure or alleged failure by the Dealer-Manager and/or such Soliciting Dealer to perform fully and to act in compliance with the provisions of this Agreement or the Soliciting Dealer Agreement, or (ii) any untrue statement or alleged untrue statement of any a material fact made by the Dealer-Manager or such Soliciting Dealer to any offeree or purchaser of any of Shares (other than any statement contained in the Prospectus Registration Statement or any Authorized Sales Literaturepost-effective amendment thereto, the Prospectus or any amendment or supplement thereto), or (iii) any Blue Sky Application, or the omission or alleged omission by the Dealer-Manager or such Soliciting Dealer to state to in the Registration Statement or any offeree post-effective amendment thereto, the Prospectus or purchaser of any Shares a amendment or supplement thereto, or in any Blue Sky Application any material fact required to be stated therein or necessary in order to make the statements made to such offeree or purchaser not misleading therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made (other than in reliance upon and in conformity with written information furnished to any one of the Dealer Indemnified Parties by or on behalf of such Dealer specifically for use with reference to such Dealer in the preparation of the Registration Statement or any such material fact omitted from the Prospectus, post-effective amendments thereto or any such Blue Sky Application or the Prospectus or any such amendment or supplement thereto), or (ii) any unauthorized use of sales materials or use of unauthorized verbal representations concerning the Shares by such Dealer, and will reimburse any legal or other expenses (includingthe Dealer Indemnified Parties, but not limited to, reasonable attorneys' fees) reasonably incurred by the Company in connection with investigating or defending any such claim loss, claim, damage, liability or action, whether or not resulting in any liability. The indemnity agreement in this Section 7(b) This Indemnity Agreement will be in addition to any liability which the Dealer-Manager and/or such Soliciting Dealer may otherwise have and shall extend upon the same terms and conditions to each person signing the Registration Statement on behalf of the Company and each person, if any, who controls the Company within the meaning of the 1933 Act or the 1934 Acthave.