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

Indemnification of the Company and the Guarantors. Each Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless each of the Company, the Guarantors, its respective directors and officers and each person, if any, who controls the Company 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 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 Initial Purchaser furnished to the Company in writing by such Initial Purchaser through the Representative expressly for use in the Preliminary Offering Memorandum, any of the other Time of Sale Information (including any of the other Time of Sale Information that has subsequently been amended), any Issuer Written Communication, any road show or the Offering Memorandum (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by any Initial Purchaser consists exclusively of the following information appearing under the caption “Plan of Distribution” in the Preliminary Offering Memorandum and the Offering Memorandum: the information contained in the first sentence of the third paragraph, the fourth sentence of the ninth paragraph, the eleventh paragraph, the twelfth paragraph and the thirteenth paragraph, each under such caption.

Indemnification of the Company and the Guarantors. Each Initial Purchaser Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of the Company, the Guarantors, its each of their respective directors and directors, their respective officers who signed the Registration Statement and each person, if any, who controls the Company or any 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 and all losses, claims, damages or liabilities (or actions and proceedings in respect thereof) 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 Initial Purchaser Underwriter furnished to the Company in writing by such Initial Purchaser Underwriter through the Representative expressly for use in the Preliminary Offering MemorandumRegistration Statement, any of the other Time of Sale Information (including any of the other Time of Sale Information that has subsequently been amended), any Issuer Written Communication, any road show or the Offering Memorandum 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 furnished by any Initial Purchaser consists exclusively of the following information following: the concession and reallowance figures appearing in the third paragraph under the caption “Plan of Distribution” in the Preliminary Offering Memorandum and the Offering Memorandum: Underwriting”, the information contained in the first sentence third and fourth sentences of the third paragraph, fifth paragraph under the fourth sentence of caption “Underwriting” and the information contained in the ninth paragraph, paragraph under the eleventh paragraph, the twelfth paragraph and the thirteenth paragraph, each under such captioncaption “Underwriting.

Indemnification of the Company and the Guarantors. Each Initial Purchaser Underwriter agrees, severally and not jointly, to indemnify and hold harmless each of the Company, the Guarantors, its their respective directors and directors, their respective officers and each person, if any, who controls the Company or any 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 outside legal fees and other expenses reasonably 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 Initial Purchaser furnished to the Company Underwriter Information (as defined below in writing by such Initial Purchaser through the Representative expressly for use this Section 7(b)) in the Preliminary Offering MemorandumRegistration Statement, any of the other Time of Sale Information (including any of the other Time of Sale Information that has subsequently been amended), any Issuer Written Communication, any road show or the Offering Memorandum Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure Package, it being understood and agreed that the only such information furnished by any Initial Purchaser Underwriter consists exclusively of the following information appearing (collectively, the “Underwriter Information”): (1) the names of the Underwriters on the cover page of the Preliminary Prospectus and the Prospectus; (2) the names of the Underwriters in the first paragraph (including the table) under the caption “Plan of DistributionUnderwriting” in the Preliminary Offering Memorandum Prospectus and the Offering Memorandum: Prospectus; and (3) the information contained seventh and eighth paragraphs under the caption “Underwriting” in the first sentence of the third paragraph, the fourth sentence of the ninth paragraph, the eleventh paragraph, the twelfth paragraph Preliminary Prospectus and the thirteenth paragraph, each under such captionProspectus.

Indemnification of the Company and the Guarantors. Each Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Company, each of the Company, the Guarantors, its each of their respective directors directors, officers and officers employees and each person, if any, who controls the Company or any 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 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 Initial Purchaser furnished to the Company in writing by such Initial Purchaser through the Representative expressly for use in the Preliminary Offering Memorandum, any of the other Time of Sale Information (including any of the other Time of Sale Information that has subsequently been amended)Information, any Issuer Written Communication, any road show Communication or the Offering Memorandum (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by any Initial Purchaser consists exclusively of the following information appearing in (i) the fourth and fifth sentences of the tenth paragraph concerning market making activities of the Initial Purchasers under the caption “Plan of Distributiondistribution” in the Preliminary Offering Memorandum and (ii) the twelfth paragraph concerning overallotment, stabilizing transactions and syndicate covering transactions under the caption “Plan of distribution” in the Offering Memorandum: the information contained in the first sentence of the third paragraph, the fourth sentence of the ninth paragraph, the eleventh paragraph, the twelfth paragraph and the thirteenth paragraph, each under such caption.

Indemnification of the Company and the Guarantors. Each Initial Purchaser agrees, severally and not jointly, agrees to indemnify and hold harmless each of the Company, the Guarantors, its each of their respective directors and officers and each person, if any, who controls the Company or any of the Guarantors within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act to the same extent as against any and all loss, liability, claim, damage and expense described in the indemnity set forth contained in paragraph Subsection (aa)(i) aboveof this Section 6, as incurred, but only with respect to any lossesuntrue statements or omissions, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement statements or omission omissions, made in the Preliminary Offering Memorandum, the General Disclosure Package, any Issuer Written Communication or the Offering Memorandum (or any amendment or supplement thereto) in reliance upon and in conformity with any written information relating to such Initial Purchaser furnished to the Company in writing by such Initial Purchaser through the Representative expressly for use in the Preliminary Offering Memorandum, any of the other Time of Sale Information (including any of the other Time of Sale Information that has subsequently been amended)General Disclosure Package, any Issuer Written Communication, any road show Communication or the Offering Memorandum (or any amendment or supplement thereto), it being understood and agreed upon that the only such information furnished by any Initial Purchaser consists exclusively of the following information appearing under the caption “Plan of Distribution” in the Preliminary Offering Memorandum and the Offering MemorandumMemorandum furnished on behalf of each Initial Purchaser: under the information contained in the first sentence caption “Plan of distribution,” the third paragraph, the fourth sentence and fifth sentences of the seventh paragraph, and the ninth paragraph, the eleventh paragraph, the twelfth paragraph and the thirteenth paragraph, each under such caption.

Indemnification of the Company and the Guarantors. Each Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless each of the Company, the Guarantors, its each of their respective directors and directors, their officers and each person, if any, who controls the Company or 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 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 Initial Purchaser furnished to the Company in writing by such Initial Purchaser through the Representative expressly for use in the Preliminary Offering Memorandum, any of the other Time of Sale Information (including any of the other Time of Sale Information that has subsequently been amended), any Issuer Written Communication, any road show or the Offering Memorandum (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by any Initial Purchaser consists exclusively of the following information appearing in the Offering Memorandum furnished on behalf of each Initial Purchaser: the information under the caption “Plan of Distribution” in the Preliminary Offering Memorandum third and the Offering Memorandum: the information contained in the first fourth sentence of the third sixth paragraph, the fourth and fifth sentence of the ninth paragraph, the eleventh paragraph, the twelfth eighth paragraph and the thirteenth twelfth paragraph, each under such captionwhich for the avoidance of doubt relates to price stabilization and short positions.

Indemnification of the Company and the Guarantors. Each Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Company, each of the Company, the Guarantors, its each of their respective directors and directors, their respective officers who signed the Registration Statement and each person, if any, who controls the Company or any 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 and all losses, claims, damages or liabilities (or actions and proceedings in respect thereof) 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 Initial Purchaser furnished to the Company in writing by such Initial Purchaser through the Representative Representatives expressly for use in the Preliminary Offering Memorandum, any of the other Time of Sale Information (including any of the other Time of Sale Information that has subsequently been amended)Pricing Supplement, any Issuer Company Additional Written Communication, any road show Communication or the Final Offering Memorandum (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by any Initial Purchaser consists exclusively of the following information appearing following: the statements in set forth in the ninth and tenth paragraphs under the caption “Plan of Distribution” in the Preliminary Offering Memorandum and the Final Offering Memorandum: the information contained in the first sentence of the third paragraph, the fourth sentence of the ninth paragraph, the eleventh paragraph, the twelfth paragraph and the thirteenth paragraph, each under such caption.

Indemnification of the Company and the Guarantors. Each Initial Purchaser Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of the Company, the Guarantors, its each of their respective directors and each of their respective officers who signed the Registration Statement and each person, if any, who controls the Company or any 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 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 Initial Purchaser Underwriter furnished to the Company in writing by such Initial Purchaser Underwriter through the Representative Representatives expressly for use in the Preliminary Offering MemorandumRegistration Statement, any of the other Time of Sale Information (including any of the other Time of Sale Information that has subsequently been amended), any Issuer Written Communication, any road show or the Offering Memorandum Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale Information, it being understood and agreed upon that the only such information furnished by any Initial Purchaser Underwriter consists exclusively of the following information in the Prospectus furnished on behalf of each Underwriter: the concession and reallowance figures appearing in the fourth paragraph under the caption “Plan of DistributionUnderwriting” in the Preliminary Offering Memorandum and the Offering Memorandum: the information regarding stabilization transactions contained in the first sentence of fifteenth and sixteenth paragraphs under the third paragraph, the fourth sentence of the ninth paragraph, the eleventh paragraph, the twelfth paragraph and the thirteenth paragraph, each under such captioncaption “Underwriting.”

Indemnification of the Company and the Guarantors. Each Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless each of the Company, the Guarantors, its respective directors and officers and each person, if any, who controls the Company 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 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 Initial Purchaser furnished to the Company in writing by such Initial Purchaser through the Representative expressly for use in the Preliminary Offering Memorandum, any of the other Time of Sale Information (including any of the other Time of Sale Information that has subsequently been amended), any Issuer Written Communication, any road show or the Offering Memorandum (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by any Initial Purchaser consists exclusively of the following information appearing under the caption “Plan of Distribution” in the Preliminary Offering Memorandum and the Offering Memorandumfurnished on behalf of each Initial Purchaser: the information contained in the first sentence of the fourth paragraph in the caption “Plan of distribution” and the third paragraph, the and fourth sentence sentences of the ninth paragraph, third paragraph of the eleventh paragraph, subsection “General” in the twelfth paragraph and the thirteenth paragraph, each under such captioncaption “Plan of distribution.”

Indemnification of the Company and the Guarantors. Each Initial Purchaser Underwriter agrees, severally and not jointly, to indemnify and hold harmless each of the Company, Company and the Guarantors, its and their respective directors directors, their respective officers, and officers to the extent applicable, their respective general partners, managers or members and other persons 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 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 Initial Purchaser Underwriter furnished to the Company in writing by such Initial Purchaser Underwriter through the Representative expressly for use in the Preliminary Offering MemorandumRegistration Statement, any of the other Time of Sale Information (including any of the other Time of Sale Information that has subsequently been amended), any Issuer Written Communication, any road show or the Offering Memorandum Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any General Disclosure Package, it being understood and agreed upon that the only such information furnished by any Initial Purchaser Underwriter consists exclusively of the following information appearing in the Prospectus furnished on behalf of each Underwriter: each Underwriter’s name, the information contained in the fifth sentence under the caption “Plan The Offering—Absence of Distribution” in the Preliminary Offering Memorandum and the Offering Memorandum: a Public Market”, the information contained in the first sentence of the third paragraphparagraph under the caption “Underwriting”, the concession and reallowance figures appearing in the third paragraph under the caption “Underwriting”, the information contained in the seventh and eighth paragraph under the caption “Underwriting” and the information contained in the first, third, fourth sentence and eleventh sentences of the ninth paragraph, paragraph under the eleventh paragraph, the twelfth paragraph and the thirteenth paragraph, each under such captioncaption “Underwriting”.

Indemnification of the Company and the Guarantors. Each The Initial Purchaser agrees, severally and not jointly, agrees to indemnify and hold harmless the Company, each of the Company, the Guarantors, its each of their respective directors and officers and each person, if any, who controls the Company or any 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 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 the Initial Purchaser furnished to the Company in writing by such the Initial Purchaser through the Representative expressly for use in the Preliminary Offering Memorandum, any of the other Time of Sale Information (including any of the other Time of Sale Information that has subsequently been amended)Information, any Issuer Written Communication, any road show Communication or the Offering Memorandum (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by any the Initial Purchaser consists exclusively of the following following: the information appearing contained in (i) the first sentence in the second paragraph, (ii) the second and third sentences under the caption sixth paragraph, (iii) the third and fourth sentences under the seventh paragraph, (iv) the ninth paragraph and (v) the twentieth paragraph under the heading “Plan of Distribution” in the Preliminary Offering Memorandum and the Offering Memorandum: the information contained in the first sentence of the third paragraph, the fourth sentence of the ninth paragraph, the eleventh paragraph, the twelfth paragraph and the thirteenth paragraph, each under such caption.