Common use of Indemnification of the Company and the Guarantors Clause in Contracts

Indemnification of the Company and the Guarantors. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, the Guarantors and their directors, officers who signed the Registration Statement and each person, if any, who controls the Company or any Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities (including, without limitation, reasonable legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred) that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale Information, it being understood and agreed that the only such information consists of the following: the statements concerning the Underwriters contained in the third paragraph, the third and fourth sentences of the sixth paragraph and the seventh paragraph under the caption “Underwriting” and, with respect to each Underwriter, such Underwriters’ name as it appears on the cover.

Indemnification of the Company and the Guarantors. Each Underwriter Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Company, each of the Guarantors Guarantors, each of their respective directors and their directors, officers who signed the Registration Statement and each person, if any, who controls the Company or any Guarantor of the Guarantors within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) aboveof this Section 8, but only with respect to any losses, claims, damages or liabilities (including, without limitation, reasonable legal fees and other reasonable expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred) that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter Initial Purchaser furnished to the Company in writing by such Underwriter Initial Purchaser through the Representatives expressly for use in the Registration StatementPreliminary Offering Memorandum, any of the Prospectus other Time of Sale Information, any Issuer Written Communication, any road show or the Offering Memorandum (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale Information, it being understood and agreed that the only such information consists of the followingfollowing paragraphs in the Preliminary Offering Memorandum and the Offering Memorandum: the statements concerning the Underwriters contained in the third paragraph, the third and fourth sentences of the sixth paragraph and the seventh tenth paragraph under the caption heading “UnderwritingPlan of Distribution” and(which, for the avoidance of doubt, begins with respect to each Underwriter“In connection with the offering of the notes, such Underwriters’ name as it appears on the coverinitial purchasers may engage in overallotment, stabilizing transactions and syndicate covering transactions”).

Indemnification of the Company and the Guarantors. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of the Guarantors Guarantors, and each of their directors, respective directors and officers who signed the Registration Statement and each person, if any, who controls the Company or any Guarantor of the Guarantors within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities (including, without limitation, reasonable legal fees and other reasonable expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred) that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale Information, it being understood and agreed that the only such information consists of the followingfollowing paragraphs in the Preliminary Prospectus and the Prospectus: the statements concerning the Underwriters contained in first, second and fourth sentences of the third paragraph, the third and fourth sentences second sentence of the sixth paragraph paragraph, and the first, second, third, fourth and sixth sentences of the seventh paragraph under the caption “Underwriting” and, with respect to each Underwriter, such Underwriters’ name as it appears on the cover”.

Indemnification of the Company and the Guarantors. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of the Guarantors Guarantors, their respective directors and their directors, officers who signed the Registration Statement and each person, if any, who controls the Company or any Guarantor and the Guarantors within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities (including, without limitation, reasonable legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred) that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company and the Guarantors in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale Information, it being understood and agreed that the only such information consists of the followingfollowing paragraphs or sentences in the Preliminary Prospectus and the Prospectus: the statements concerning third sentence of the Underwriters contained in second paragraph, the third paragraph, the third and fourth sentences of the sixth paragraph fourth paragraph, and the first sentence of the seventh paragraph paragraph, in each case under the caption heading “Underwriting” and, with respect to each Underwriter, such Underwriters’ name as it appears on the cover”.

Indemnification of the Company and the Guarantors. Each Underwriter agrees, severally and not jointly, The Initial Purchaser agrees to indemnify and hold harmless the Companyharmless, the Guarantors Company and Guarantors, each of their respective affiliates, directors, officers who signed the Registration Statement and employees and each person, if any, who controls controls, as of the date hereof, the Company or any Guarantor of the Guarantors within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities and expenses (including, without limitation, reasonable legal and documented fees and disbursements of counsel and other expenses ex- penses incurred in connection with investigating, defending, settling, compromising or paying any suitsuch loss, action claim, damage, liability, expense or proceeding or any claim asserted, as such fees and expenses are incurredaction) that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter the Initial Purchaser furnished to the Company Compa- ny in writing by such Underwriter through the Representatives Initial Purchaser expressly for use in the Registration StatementPreliminary Offering Memoran- dum, any of the Prospectus other Time of Sale Information, any Issuer Written Communication or the Offer- ing Memorandum (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale Information, it being understood and agreed that the only such information consists of the following: information set forth under (a) the statements concerning the Underwriters contained in first sentence of the third paragraph, (b) the third sentence of the ninth paragraph, and (c) the third and fourth sentences sen- tences of the sixth paragraph and the seventh twelfth paragraph under the caption heading “UnderwritingPlan of Distribution” and, with respect to each Underwriter, such Underwriters’ name as it appears on and the cover.second sentence of third paragraph under the heading “Canadian Offering Memorandum” in the Preliminary Of- fering Memorandum and the Offering Memorandum. (c)

Indemnification of the Company and the Guarantors. Each Underwriter Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Company, each of the Guarantors and Guarantors, each of their respective affiliates, directors, officers who signed the Registration Statement and employees and each person, if any, who controls the Company or any Guarantor of the Guarantors within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities and expenses (including, without limitation, reasonable legal and documented fees and disbursements of counsel and other expenses incurred in connection with investigating, defending, settling, compromising or paying any suitsuch loss, action claim, damage, liability, expense or proceeding or any claim asserted, as such fees and expenses are incurredaction) that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter Initial Purchaser furnished to the Company in writing by such Underwriter Initial Purchaser through the Representatives Representative expressly for use in the Registration StatementPreliminary Offering Memorandum, any of the Prospectus other Time of Sale Information, any Issuer Written Communication or the Offering Memorandum (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale Information, it being understood and agreed that the only such information consists of the following: information set forth under (a) the statements concerning the Underwriters contained in first sentence of the third paragraph, (b) the third first sentence of the fifth paragraph, and (c) the third, fourth and fifth sentences of the sixth paragraph and the seventh thirteenth paragraph under the caption heading “UnderwritingPlan of Distribution” and, with respect to each Underwriter, such Underwriters’ name as it appears on in the coverPreliminary Offering Memorandum and the Offering Memorandum.

Indemnification of the Company and the Guarantors. Each Underwriter Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Company, each of the Guarantors Guarantors, each of their respective directors and their directors, officers who signed the Registration Statement and each person, if any, who controls the Company or any Guarantor of the Guarantors within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) aboveof this Section 8, but only with respect to any losses, claims, damages or liabilities (including, without limitation, reasonable legal fees and other reasonable expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred) that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter Initial Purchaser furnished to the Company in writing by such Underwriter Initial Purchaser through the Representatives Representative expressly for use in the Registration StatementPreliminary Offering Memorandum, any of the Prospectus other Time of Sale Information, any Issuer Written Communication, any road show or the Offering Memorandum (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale Information, it being understood and agreed that the only such information consists of the followingfollowing paragraphs in the Preliminary Offering Memorandum and the Offering Memorandum: the statements concerning the Underwriters contained in the third paragraph, the third and fourth sentences of the sixth paragraph and the seventh tenth paragraph under the caption heading “UnderwritingPlan of Distribution” and(which, for the avoidance of doubt, begins with respect to each Underwriter“In connection with the offering of the notes, such Underwriters’ name as it appears on the coverinitial purchasers may engage in overallotment, stabilizing transactions and syndicate covering transactions”).

Indemnification of the Company and the Guarantors. Each Underwriter Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Company, each of the Guarantors and each of their directors, respective directors and officers who signed the Registration Statement and each person, if any, who controls the Company or any Guarantor of the Guarantors within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities (including, without limitation, reasonable and documented out-of-pocket legal fees and other reasonable and documented out-of-pocket expenses incurred in a connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred) that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter Initial Purchaser furnished to the Company in writing by such Underwriter Initial Purchaser through the Representatives Representative expressly for use in the Registration StatementPreliminary Offering Memorandum, any of the Prospectus other Time of Sale Information, any Issuer Written Communication or the Offering Memorandum (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale Information, it being understood and agreed that the only such information consists of the following: the statements concerning the Underwriters contained in second and third sentences of the third paragraph, the third and fourth sentences sentence of the sixth nineteenth paragraph and the seventh paragraph twenty-first paragraph, each under the caption heading “UnderwritingPlan of distribution” and, with respect to each Underwriter, such Underwriters’ name as it appears on in the coverPreliminary Offering Memorandum and the Offering Memorandum.

Indemnification of the Company and the Guarantors. Each Underwriter Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Company, each of the Guarantors Guarantors, each of their respective directors and their directors, officers who signed the Registration Statement and each person, if any, who controls the Company or any Guarantor of the Guarantors within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) aboveof this Section 8, but only with respect to any losses, claims, damages or liabilities (including, without limitation, reasonable legal fees and other reasonable expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred) that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter Initial Purchaser furnished to the Company in writing by such Underwriter Initial Purchaser through the Representatives expressly for use in the Registration StatementPreliminary Offering Memorandum, any of the Prospectus other Time of Sale Information, any Issuer Written Communication, any road show or the Offering Memorandum (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale Information, it being understood and agreed that the only such information consists of the followingfollowing paragraphs in the Preliminary Offering Memorandum and the Offering Memorandum: the statements concerning the Underwriters contained in the third paragraph, the third and fourth sentences of the sixth paragraph and the seventh tenth paragraph under the caption heading “UnderwritingPlan of distribution” and(which, for the avoidance of doubt, begins with respect to each Underwriter“In connection with the offering of the notes, such Underwriters’ name as it appears on the coverinitial purchasers may engage in overallotment, stabilizing transactions and syndicate covering transactions”).

Indemnification of the Company and the Guarantors. Each Underwriter Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Company, each of the Guarantors Guarantors, each of their respective directors and their directors, officers who signed the Registration Statement and each person, if any, who controls the Company or any Guarantor of the Guarantors within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities (including, without limitation, reasonable legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred) that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter Initial Purchaser furnished to the Company in writing by such Underwriter Initial Purchaser through the Representatives Representative expressly for use in the Registration StatementPreliminary Offering Memorandum, any of the Prospectus other Time of Sale Information, any Issuer Written Communication or the Offering Memorandum (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale Information, it being understood and agreed that the only such information consists of the following: (i) the statements concerning second, third, fourth and fifth sentences under the Underwriters contained in subheading “Securities owned by the initial purchasers”, found under the heading “Principal stockholders,” (ii) the third paragraphsentence of footnote four and the first sentence of footnote six, in each case found under the heading “Principal stockholders” and (iii) the second, third and fourth sentences of the sixth paragraph and the seventh paragraph fourteenth paragraph, found under the caption heading “Underwriting” and, with respect to each Underwriter, such Underwriters’ name as it appears on the coverPlan of distribution.”