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

Indemnification by the Company and the Guarantors. The Company and the Guarantors agree and covenant to jointly and severally hold harmless and indemnify the Initial Purchaser and any director, officer, employee, agent or controlling Person of any of the foregoing from and against any losses, claims, damages, liabilities and expenses (including expenses of investigation) to which the Initial Purchaser and such Affiliates of the Initial Purchaser may become subject arising out of or based upon any untrue statement or alleged untrue statement of any material fact contained in the Memoranda and any amendments or supplements thereto, any documents filed with the Commission or any State Commission (collectively, the "Offering Materials") or arising out of or based upon the omission or alleged omission to state in any of the Offering Materials a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the Company and the Guarantors shall not be liable under this paragraph (a) to the extent that such losses, claims, damages or liabilities arose out of or are based upon an untrue statement or omission or alleged untrue statement or omission made in any of the documents referred

Indemnification by the Company and the Guarantors. The Company and the Guarantors agree and covenant to jointly and severally agree to indemnify and hold harmless each Holder of Registrable Notes and indemnify Exchange Notes and each Participating Broker-Dealer selling Exchange Notes during the Initial Purchaser and any directorApplicable Period, officereach Person, employeeif any, agent or controlling Person who controls each such Holder (within the meaning of any Section 15 of the foregoing Securities Act or Section 20(a) of the Exchange Act) and the officers, directors, agents, employees and partners of each such Holder, Participating Broker- Dealer and controlling person, to the fullest extent lawful, from and against any and all losses, claims, damages, liabilities liabilities, costs (including, without limitation, reasonable costs of preparation and reasonable attorneys’ fees as provided in this Section 8) and reasonable expenses (including, without limitation, reasonable costs and expenses (including expenses of investigation) to which the Initial Purchaser and such Affiliates incurred in connection with investigating, preparing, pursuing or defending against any of the Initial Purchaser may become subject foregoing) (collectively, “Losses”), as incurred, based upon or arising out of or based upon any untrue statement or alleged untrue statement of any a material fact contained in the Memoranda and any amendments Registration Statement or supplements thereto, any documents filed with the Commission Prospectus or any State Commission (collectively, the "Offering Materials") or arising out of or based upon the omission or alleged omission to state in any of the Offering Materials therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading; provided, however, that except insofar as such Losses are based upon or arise out of information relating to such Holder or Participating Broker-Dealer and furnished in writing to the Company and the Guarantors shall not be liable under this paragraph (a) to the extent that by such losses, claims, damages Holder or liabilities arose out of Participating Broker-Dealer or are based upon an untrue statement or omission or alleged untrue statement or omission made in any of the documents referredtheir counsel expressly for use therein.