Indemnification by Issuers. The Issuers shall indemnify and hold harmless, to the fullest extent permitted by law, Purchaser, each of its officers, directors, partners and each person who controls Purchaser (within the meaning of the Securities Act) against all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorney’s fees) amounts paid in settlement and expenses incurred by such person (collectively, “Claims”) insofar as such Claims arise out of or are based upon: (i) any untrue or alleged untrue statement of a material fact contained in any Registration Statement (as defined in the Note), 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, (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary Prospectus (as defined in the Note) if used prior to the effective date of such Registration Statement, or contained in the final Prospectus (as amended or supplemented, if the Parent files any amendment thereof or supplement thereto with the Securities and Exchange Commission) or the omission or alleged omission to state therein any material fact necessary to make the statements made therein, in the light of the circumstances under which the statements therein were made, not misleading, or (iii) any violation by the Issuers of any federal, state, provincial, territorial or common law, rule or regulation applicable to the Issuer in connection with any Registration Statement, Prospectus or any preliminary Prospectus, or any amendment or supplement thereto (clauses (i), (ii) and (iii) being collectively, “Violations”), and shall reimburse, in accordance with subparagraph (c) below, each of the foregoing persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claims. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section 7(d): (i) shall not apply to a Claim by an indemnified person arising out of or based upon a Violation that occurs in reliance upon and in conformity with information furnished in writing to the Issuers by such indemnified person or by Purchaser on behalf of such indemnified person expressly for use in connection with the preparation of the Registration Statement or Prospectus or any such amendment thereof or supplement thereto and; (ii) shall not be available to the...
Indemnification by Issuers. Each of the Issuers, jointly and severally, agree to indemnify and hold harmless each Selling Noteholder, its Affiliates, its selling agents and each person, if any, who controls any Selling Noteholder within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act as follows:
Indemnification by Issuers
