Common use of Indemnification by the Initial Purchasers Clause in Contracts

Indemnification by the Initial Purchasers. Each Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless each of the Company, each of the Guarantors and their respective affiliates, directors, officers, employees 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 against any losses, claims, damages, liabilities or expenses to which the Company, such Guarantors or any such affiliate, director, officer, employee or controlling person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as a court of competent jurisdiction shall have determined by a final, unappealable judgment that such losses, claims, damages, liabilities or expenses (or actions in respect thereof) have resulted solely from (i) any untrue statement or alleged untrue statement of any material fact contained in the Preliminary Offering Memorandum, the Time of Sale Document or the Final Offering Memorandum or any amendment or supplement thereto or (ii) the omission or the alleged omission to state therein a material fact necessary to make the statements therein, in 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 in reliance upon and in conformity with written information concerning the Initial Purchasers furnished to the Company by the Representatives specifically for use therein as set forth in Section 13; and, subject to the limitation set forth immediately preceding this clause, will reimburse, as incurred, any reasonable legal or other expenses (including the fees and disbursements of counsel incurred in accordance with the provisions of Section 8(c)) incurred by the Company, each of the Guarantors or any such affiliate, director, officer, employee or controlling person in connection with any such loss, claim, damage, liability, expense or action in respect thereof. The indemnity agreement set forth in this Section shall be in addition to any liability that the Initial Purchasers may otherwise have.

Indemnification by the Initial Purchasers. Each Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless each of the CompanyIssuer, each of the Guarantors Company and the Guarantors, their respective affiliates, directors, officers, employees officers and directors and each person, if any, who controls the Issuer or the Company within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 6, as incurred, but only with respect to any losses, liabilities, claims, damages, liabilities damages or expenses to which the Company, such Guarantors arising out of or any such affiliate, director, officer, employee or controlling person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as a court of competent jurisdiction shall have determined by a final, unappealable judgment that such losses, claims, damages, liabilities or expenses (or actions in respect thereof) have resulted solely from (i) based upon any untrue statement statements or omissions, or alleged untrue statement of any material fact contained statements or omissions, made in the Preliminary Offering Memorandum, the Time of Sale any Issuer Free Writing Document or the Final Offering Memorandum (or any amendment or supplement thereto or (ii) the omission or the alleged omission to state therein a material fact necessary to make the statements therein, in light any of the circumstances under which they were made, not misleading, in each case to the extent (but only to the extentforegoing) that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information concerning furnished in writing to the Issuer, the Company or any Guarantor by or on behalf of such Initial Purchaser through the Representatives expressly for use therein. The Issuer, the Company and the Guarantors hereby acknowledge and agree that the information furnished to the Issuer, the Company and the Guarantors by the Initial Purchasers furnished to the Company by through the Representatives specifically expressly for use therein as set forth in Section 13; and, subject to the limitation set forth immediately preceding this clause, will reimburse, as incurredPreliminary Offering Memorandum, any reasonable legal Issuer Free Writing Document or other expenses the Offering Memorandum (including or any amendment or supplement to any of the fees foregoing), consists exclusively of the following information appearing under the caption “Plan of Distribution” in the Preliminary Offering Memorandum and disbursements the Offering Memorandum: the information appearing in the third paragraph, the fourth and fifth sentences of counsel incurred in accordance with the provisions seventh paragraph and the first and last sentences of Section 8(c)) incurred by the Companyninth paragraph, each of the Guarantors or any under such affiliate, director, officer, employee or controlling person in connection with any such loss, claim, damage, liability, expense or action in respect thereof. The indemnity agreement set forth in this Section shall be in addition to any liability that the Initial Purchasers may otherwise havecaption.

Indemnification by the Initial Purchasers. Each Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless each of the Company, each of the Guarantors and their respective its affiliates, directors, officers, employees 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 Act, against any and all losses, claims, damages, liabilities or expenses expenses, as incurred, to which the Company, such Guarantors Company or any such affiliate, director, officer, employee officer or controlling person may become subject subject, under the Securities Act, the Exchange Act Act, or otherwiseother federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Initial Purchaser or is otherwise permitted by paragraph (c)), insofar as a court of competent jurisdiction shall have determined by a finalsuch loss, unappealable judgment that such lossesclaim, claimsdamage, damages, liabilities liability or expenses expense (or actions in respect thereofthereof as contemplated below) have resulted solely from (i) arises out of or is based upon any untrue statement or alleged untrue statement of any a material fact contained or incorporated in the Preliminary Offering Memorandum, the Time of Sale Document Pricing Supplement, any Company Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto thereto), or (ii) the omission or the alleged omission to state therein therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent (extent, but only to the extent) , that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Preliminary Offering Memorandum, the Pricing Supplement, any Company Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto), in reliance upon and in conformity with written information concerning the relating to such Initial Purchasers Purchaser and furnished to the Company by such Initial Purchaser through the Representatives specifically Representative expressly for use therein as set forth in Section 13therein; and, subject and to reimburse the limitation set forth immediately preceding this clause, will reimburse, as incurred, Company and each such director or controlling person for any reasonable legal or other and all expenses (including the fees and disbursements of counsel incurred in accordance with the provisions of Section 8(c)counsel) as such expenses are reasonably incurred by the Company, each of the Guarantors Company or any such affiliate, director, officer, employee director or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action action. The Company hereby acknowledges that the only information that the Initial Purchasers through the Representative have furnished to the Company expressly for use in respect thereofthe Preliminary Offering Memorandum, the Pricing Supplement, any Company Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto) are the statements set forth in the fourth paragraph, the third sentence of the sixth paragraph and the eighth paragraph under the caption “Plan of Distribution” in the Preliminary Offering Memorandum and the Final Offering Memorandum. The indemnity agreement set forth in this Section 7(b) shall be in addition to any liability liabilities that the each Initial Purchasers Purchaser may otherwise have.

Indemnification by the Initial Purchasers. Each Initial Purchaser agreesPurchaser, severally and not jointly, agrees to indemnify and hold harmless each of the Company, each of the Guarantors Guarantor and their respective affiliates, directors, officers, employees 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 against any losses, claims, damages, liabilities or expenses to which the Company, such Guarantors the Guarantor or any such affiliate, director, officer, employee or controlling person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as a court of competent jurisdiction shall have determined by a final, unappealable judgment that such losses, claims, damages, liabilities or expenses (or actions in respect thereof) have resulted solely from (i) any untrue statement or alleged untrue statement of any material fact contained in the Preliminary Offering Memorandum, the Time of Sale Document or the Final Offering Memorandum or any amendment or supplement thereto or (ii) the omission or the alleged omission to state therein a material fact necessary to make the statements therein, in 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 in reliance upon and in conformity with written information concerning the Initial Purchasers furnished to the Company by the Representatives Initial Purchasers specifically for use therein as set forth in Section 13; and, subject to the limitation set forth immediately preceding this clause, will reimburse, as incurred, any reasonable legal or other expenses (including the fees and disbursements of counsel incurred in accordance with the provisions of Section 8(c)) incurred by the Company, each of the Guarantors Guarantor or any such affiliate, director, officer, employee or controlling person in connection with any such loss, claim, damage, liability, expense or action in respect thereof. The indemnity agreement set forth in this Section shall be in addition to any liability that the Initial Purchasers may otherwise havehave to the indemnified parties.

Indemnification by the Initial Purchasers. Each The Initial Purchaser agrees, severally and not jointly, Purchasers agree to indemnify and hold harmless each of the Company, each of the Guarantors Company and their respective affiliates, its directors, officers, employees 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 against any losses, claims, damages, liabilities or expenses to which the Company, such Guarantors Company or any such affiliate, director, officer, employee officer or controlling person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as a court of competent jurisdiction shall have determined by a final, unappealable judgment that such losses, claims, damages, liabilities or expenses (or actions in respect thereof) have resulted solely from (i) any untrue statement or alleged untrue statement of any material fact contained in the Preliminary Offering Memorandum, the Time of Sale Document or the Final Offering Memorandum or any amendment or supplement thereto or (ii) the omission or the alleged omission to state therein a material fact necessary to make the statements therein, in 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 in reliance upon and in conformity with written information concerning the Initial Purchasers furnished to the Company by the Representatives specifically for use therein as set forth in Section 1314; and, subject to the limitation set forth immediately preceding this clause, will reimburse, as incurred, any reasonable legal or other expenses (including the fees and disbursements of counsel incurred in accordance with the provisions of Section 8(c)) incurred by the Company, each of the Guarantors Company or any such affiliate, director, officer, employee officer or controlling person in connection with any such loss, claim, damage, liability, expense or action in respect thereof. The indemnity agreement set forth in this Section shall be in addition to any liability that the Initial Purchasers may otherwise havehave to the indemnified parties.

Indemnification by the Initial Purchasers. Each Initial Purchaser agrees, agrees severally and not jointly, jointly to indemnify and hold harmless each of the Company, each of the Guarantors and their respective affiliates, directors, officers, employees 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 against any losses, claims, damages, liabilities or expenses to which the Company, such Guarantors or any such affiliate, director, officer, employee officer or controlling person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as a court of competent jurisdiction shall have determined by a final, unappealable judgment that such losses, claims, damages, liabilities or expenses (or actions in respect thereof) have resulted solely from (i) any untrue statement or alleged untrue statement of any material fact contained in the Preliminary Offering Memorandum, the Time of Sale Document or the Final Offering Memorandum or any amendment or supplement thereto or (ii) the omission or the alleged omission to state therein a material fact necessary to make the statements therein, in 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 in reliance upon and in conformity with written information concerning the Initial Purchasers furnished to the Company by the Representatives Initial Purchasers specifically for use therein as set forth in Section 13; and, subject to the limitation set forth immediately preceding this clause, will reimburse, as incurred, any reasonable legal or other expenses (including the fees and disbursements of counsel incurred in accordance with the provisions of Section 8(c)) incurred by the Company, each of the Guarantors or any such affiliate, director, officer, employee officer or controlling person in connection with any such loss, claim, damage, liability, expense or action in respect thereof. The indemnity agreement set forth in this Section shall be in addition to any liability that the Initial Purchasers may otherwise havehave to the indemnified parties.

Indemnification by the Initial Purchasers. Each Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless each of the Company, each Guarantor, each of the Guarantors and their respective affiliates, directors, officers, employees officers 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 Act, against any and all losses, claims, damages, liabilities or expenses expenses, as incurred, to which the Company, such Guarantors any Guarantor or any such affiliate, director, officer, employee officer or controlling person may become subject subject, under the Securities Act, the Exchange Act Act, or otherwiseother federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Initial Purchaser), insofar as a court of competent jurisdiction shall have determined by a finalsuch loss, unappealable judgment that such lossesclaim, claimsdamage, damages, liabilities liability or expenses expense (or actions in respect thereofthereof as contemplated below) have resulted solely from (i) arises out of or is based upon any untrue statement or alleged untrue statement of any a material fact contained in the Preliminary Offering Memorandum, the Time of Sale Document Pricing Supplement, any Company Additional Written Communication, any Permitted General Solicitation or the Final Offering Memorandum (or any amendment or supplement thereto thereto), or (ii) the omission or the alleged omission to state therein therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent (extent, but only to the extent) , that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Preliminary Offering Memorandum, the Pricing Supplement, any Company Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto), in reliance upon and in conformity with written information concerning the relating to such Initial Purchasers Purchaser and furnished to the Company by such Initial Purchaser through the Representatives specifically Representative expressly for use therein as set forth in Section 13therein; and, subject and to reimburse the limitation set forth immediately preceding this clause, will reimburse, as incurredCompany, any reasonable legal Guarantor and each such director or other controlling person for any and all expenses (including the fees and disbursements of counsel incurred in accordance with the provisions of Section 8(c)counsel) as such expenses are reasonably incurred by the Company, each of the Guarantors any Guarantor or any such affiliate, director, officer, employee director or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action action. Each of the Company and the Guarantors hereby acknowledges that the only information that the Initial Purchasers through the Representative have furnished to the Company expressly for use in respect thereofthe Preliminary Offering Memorandum, the Pricing Supplement, any Company Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto) are the statements set forth in the fourth paragraph, the third sentence of the sixth paragraph and the eighth paragraph under the caption “Plan of Distribution” in the Preliminary Offering Memorandum and the Final Offering Memorandum. The indemnity agreement set forth in this Section 7(b) shall be in addition to any liability liabilities that the each Initial Purchasers Purchaser may otherwise have.

Indemnification by the Initial Purchasers. Each Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless each of the Company, each NN Guarantor and, upon execution and delivery of the Guarantors and Joinder Agreement, each PEP Guarantor, each of their respective affiliates, directors, officers, employees officers and each person, if any, who controls the Company or any such Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act, against any and all losses, claims, damages, liabilities or expenses expenses, as incurred, to which the Company, such Guarantors any Guarantor or any such affiliate, director, officer, employee officer or controlling person may become subject subject, under the Securities Act, the Exchange Act Act, or otherwiseother federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Initial Purchaser), insofar as a court of competent jurisdiction shall have determined by a finalsuch loss, unappealable judgment that such lossesclaim, claimsdamage, damages, liabilities liability or expenses expense (or actions in respect thereofthereof as contemplated below) have resulted solely from (i) arises out of or is based upon any untrue statement or alleged untrue statement of any a material fact contained in the Preliminary Offering Memorandum, the Time of Sale Document or any Company Additional Written Communication, any Permitted General Solicitation, the Final Offering Memorandum or any Updated Final Offering Memorandum (or any amendment or supplement thereto thereto), or (ii) the omission or the alleged omission to state therein therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent (extent, but only to the extent) , that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Preliminary Offering Memorandum, any Company Additional Written Communication, the Final Offering Memorandum or any Updated Final Offering Memorandum (or any amendment or supplement thereto), in reliance upon and in conformity with written information concerning the relating to such Initial Purchasers Purchaser and furnished to the Company by such Initial Purchaser through the Representatives specifically Representative expressly for use therein as set forth in Section 13therein; and to reimburse the Company, any NN Guarantor and, subject to upon execution and delivery of the limitation set forth immediately preceding this clause, will reimburse, as incurredJoinder Agreement, any reasonable legal PEP Guarantor and each such affiliate, director, officer or other controlling person for any and all expenses (including the fees and disbursements of counsel incurred in accordance with the provisions of Section 8(c)counsel) as such expenses are reasonably incurred by the Company, each of the Guarantors any such Guarantor or any such affiliate, director, officer, employee officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action action. Each of the Company and the NN Guarantors and, upon execution and delivery of the Joinder Agreement, the PEP Guarantors hereby acknowledges that the only information that the Initial Purchasers through the Representative have furnished to the Company expressly for use in respect thereofthe Preliminary Offering Memorandum, any Company Additional Written Communication, the Final Offering Memorandum or any Updated Final Offering Memorandum (or any amendment or supplement thereto) are the statements set forth in the third sentence of the sixth paragraph and eighth and ninth paragraphs under the caption “Plan of Distribution” in the Preliminary Offering Memorandum and the Final Offering Memorandum. The indemnity agreement set forth in this Section 7(b) shall be in addition to any liability liabilities that the each Initial Purchasers Purchaser may otherwise have.

Indemnification by the Initial Purchasers. Each The Initial Purchaser agreesPurchasers, severally and not jointly, agree to indemnify and hold harmless each of the Company, each of the Guarantors and their respective affiliates, directors, officers, employees 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 against any losses, claims, damages, liabilities or expenses to which the Company, such Guarantors or any such affiliate, director, officer, employee officer or controlling person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as a court of competent jurisdiction shall have determined by a final, unappealable judgment that such losses, claims, damages, liabilities or expenses (or actions in respect thereof) have resulted solely from (i) any untrue statement or alleged untrue statement of any material fact contained in the Preliminary Offering Memorandum, the Time of Sale Document or the Final Offering Memorandum or any amendment or supplement thereto or (ii) the omission or the alleged omission to state therein a material fact necessary to make the statements therein, in 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 in reliance upon and in conformity with written information concerning the Initial Purchasers furnished to the Company by the Representatives Initial Purchasers specifically for use therein as set forth in Section 1312; and, subject to the limitation set forth immediately preceding this clause, will reimburse, as incurred, any reasonable legal or other expenses (including the fees and disbursements of counsel incurred in accordance with the provisions of Section 8(c)) incurred by the Company, each of the Guarantors or any such affiliate, director, officer, employee officer or controlling person in connection with any such loss, claim, damage, liability, expense or action in respect thereof. The indemnity agreement set forth in this Section shall be in addition to any liability that the Initial Purchasers may otherwise havehave to the indemnified parties.

Indemnification by the Initial Purchasers. Each The Initial Purchaser agreesPurchasers, severally and not jointly, agree to indemnify and hold harmless each of the CompanyIssuers, each of the Guarantors and their respective affiliates, directors, officers, employees officers and each person, if any, who controls the Company Issuers within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any losses, claims, damages, liabilities or expenses to which the CompanyIssuers, such Guarantors or any such affiliate, director, officer, employee officer or controlling person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as a court of competent jurisdiction shall have determined by a final, unappealable judgment that such losses, claims, damages, liabilities or expenses (or actions in respect thereof) have resulted solely from (i) any untrue statement or alleged untrue statement of any material fact contained in the Preliminary Offering Memorandum, the Time of Sale Document or the Final Offering Memorandum or any amendment or supplement thereto or (ii) the omission or the alleged omission to state therein a material fact necessary to make the statements therein, in 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 in reliance upon and in conformity with written information concerning the Initial Purchasers furnished to the Company Issuers by the Representatives Initial Purchasers specifically for use therein as set forth in Section 13; and, subject to the limitation set forth immediately preceding this clause, will reimburse, as incurred, any reasonable legal or other expenses (including the fees and disbursements of counsel incurred in accordance with the provisions of Section 8(c)) as such expenses are reasonably incurred by the CompanyIssuers, each of the Guarantors or any such affiliate, director, officer, employee officer or controlling person in connection with any such loss, claim, damage, liability, expense or action in respect thereof. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liability that the Initial Purchasers may otherwise havehave to the indemnified parties.

Indemnification by the Initial Purchasers. Each The Initial Purchaser agreesPurchasers, severally and not jointly, agree to indemnify and hold harmless each of the Company, each of the Guarantors and their respective affiliates, directors, officers, employees and agents 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 against any losses, claims, damages, liabilities or expenses to which the Company, such Guarantors or any such affiliate, director, officer, employee employee, agent or controlling person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as a court of competent jurisdiction shall have determined by a final, unappealable judgment that such losses, claims, damages, liabilities or expenses (or actions in respect thereof) have resulted solely from arises out of or is based upon (i) any untrue statement or alleged untrue statement of any material fact contained in the Preliminary Offering Memorandum, the Time of Sale Document or the Final Offering Memorandum or any amendment or supplement thereto or (ii) the omission or the alleged omission to state therein a material fact necessary to make the statements therein, in 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 in reliance upon and in conformity with written information concerning the such Initial Purchasers Purchaser furnished to the Company by the Representatives specifically for use therein as set forth in Section 13; and, subject to the limitation set forth immediately preceding this clause, will reimburse, as incurred, any reasonable legal or other reasonable expenses (including the fees and disbursements of counsel incurred in accordance with the provisions of Section 8(c)) incurred by the Company, each of the Guarantors or any such affiliate, director, officer, employee officer or controlling person in connection with any such loss, claim, damage, liability, expense or action in respect thereof. The indemnity agreement set forth in this Section shall be in addition to any liability that the Initial Purchasers may otherwise havehave to the indemnified parties.

Indemnification by the Initial Purchasers. Each Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless each of the CompanyIssuers, each of the Guarantors and Guarantors, each of their respective affiliates, directors, officers, employees officers and each person, if any, who controls the Company Issuers within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any losses, claims, damages, liabilities or expenses to which the CompanyIssuers, such Guarantors or any such affiliate, director, officer, employee officer or controlling person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as a court of competent jurisdiction shall have determined by a final, unappealable judgment that such losses, claims, damages, liabilities or expenses (or actions in respect thereof) have resulted solely from (i) any untrue statement or alleged untrue statement of any material fact contained in the Preliminary Offering Memorandum, the Time of Sale Document or the Final Offering Memorandum or any amendment or supplement thereto or (ii) the omission or the alleged omission to state therein a material fact necessary to make the statements therein, in 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 in reliance upon and in conformity with written information concerning the such Initial Purchasers Purchaser furnished to the Company Issuers by such Initial Purchaser through the Representatives Representative specifically for use therein as set forth in Section 13; and, subject to the limitation set forth immediately preceding this clause, will reimburse, as incurred, any reasonable legal or other expenses (including the fees and disbursements of counsel incurred in accordance with the provisions of Section 8(c)) as such expenses are reasonably incurred by the CompanyIssuers, each of the Guarantors or any such affiliate, director, officer, employee officer or controlling person in connection with any such loss, claim, damage, liability, expense or action in respect thereof. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liability that the any Initial Purchasers Purchaser may otherwise havehave to the indemnified parties.

Indemnification by the Initial Purchasers. Each Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless each of the Company, each of the Guarantors and their respective its affiliates, directors, officers, employees 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 Act, against any and all losses, claims, damages, liabilities or expenses expenses, as incurred, to which the Company, such Guarantors Company or any such affiliate, director, officer, employee officer or controlling person may become subject subject, under the Securities Act, the Exchange Act Act, or otherwiseother federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Initial Purchaser), insofar as a court of competent jurisdiction shall have determined by a finalsuch loss, unappealable judgment that such lossesclaim, claimsdamage, damages, liabilities liability or expenses expense (or actions in respect thereofthereof as contemplated below) have resulted solely from (i) arises out of or is based upon any untrue statement or alleged untrue statement of any a material fact contained or incorporated in the Preliminary Offering Memorandum, the Time of Sale Document Pricing Supplement, any Company Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto thereto), or (ii) the omission or the alleged omission to state therein therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent (extent, but only to the extent) , that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Preliminary Offering Memorandum, the Pricing Supplement, any Company Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto), in reliance upon and in conformity with written information concerning the relating to such Initial Purchasers Purchaser and furnished to the Company by such Initial Purchaser through the Representatives specifically Representative expressly for use therein as set forth in Section 13therein; and, subject and to reimburse the limitation set forth immediately preceding this clause, will reimburse, as incurred, Company and each such director or controlling person for any reasonable legal or other and all expenses (including the fees and disbursements of counsel incurred in accordance with the provisions of Section 8(c)counsel) as such expenses are reasonably incurred by the Company, each of the Guarantors Company or any such affiliate, director, officer, employee director or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action action. The Company hereby acknowledges that the only information that the Initial Purchasers through the Representative have furnished to the Company expressly for use in respect thereofthe Preliminary Offering Memorandum, the Pricing Supplement, any Company Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto) are the statements set forth in the fourth paragraph, the third sentence of the sixth paragraph and the seventh paragraph under the caption “Plan of Distribution” in the Preliminary Offering Memorandum and the Final Offering Memorandum. The indemnity agreement set forth in this Section 7(b) shall be in addition to any liability liabilities that the each Initial Purchasers Purchaser may otherwise have.

Indemnification by the Initial Purchasers. Each The Initial Purchaser agreesPurchasers, severally and not jointly, agree to indemnify and hold harmless each of the Company, each of the Guarantors Company and their respective affiliates, its directors, officers, employees 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 against any losses, claims, damages, liabilities or expenses to which the Company, such Guarantors Company or any such affiliate, director, officer, employee officer or controlling person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as a court of competent jurisdiction shall have determined by a final, unappealable judgment that such losses, claims, damages, liabilities or expenses (or actions in respect thereof) have resulted solely from (i) any untrue statement or alleged untrue statement of any material fact contained in the Preliminary Offering Memorandum, the Time of Sale Document or the Final Offering Memorandum or any amendment or supplement thereto or (ii) the omission or the alleged omission to state therein a material fact necessary to make the statements therein, in 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 in reliance upon and in conformity with written information concerning the Initial Purchasers furnished to the Company by the Representatives Representative specifically for use therein as set forth in Section 1312; and, subject to the limitation set forth immediately preceding this clause, will reimburse, as incurred, any reasonable legal or other expenses (including the fees and disbursements of counsel incurred in accordance with the provisions of Section 8(c)) incurred by the Company, each of the Guarantors Company or any such affiliate, director, officer, employee officer or controlling person in connection with any such loss, claim, damage, liability, expense or action in respect thereof. The indemnity agreement set forth in this Section shall be in addition to any liability that the Initial Purchasers may otherwise havehave to the indemnified parties.

Indemnification by the Initial Purchasers. Each The Initial Purchaser agreesPurchasers, severally and not jointly, agree to indemnify and hold harmless each of the Company, each of the Guarantors and their respective affiliates, directors, officers, employees 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 against any losses, claims, damages, liabilities or expenses to which the Company, such Guarantors or any such affiliate, director, officer, employee officer or controlling person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as a court of competent jurisdiction shall have determined by a final, unappealable judgment that such losses, claims, damages, liabilities or expenses (or actions in respect thereof) have resulted solely from (i) any untrue statement or alleged untrue statement of any material fact contained in the Preliminary Offering Memorandum, the Time of Sale Document or the Final Offering Memorandum or any amendment or supplement thereto or (ii) the omission or the alleged omission to state therein a material fact necessary to make the statements therein, in 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 in reliance upon and in conformity with written information concerning the Initial Purchasers furnished to the Company by the Representatives Initial Purchasers specifically for use therein as set forth in Section 13; and, subject to the limitation set forth immediately preceding this clause, will reimburse, as incurred, any reasonable legal or other expenses (including the fees and disbursements of counsel incurred in accordance with the provisions of Section 8(c)) incurred by the Company, each of the Guarantors or any such affiliate, director, officer, employee officer or controlling person in connection with any such loss, claim, damage, liability, expense or action in respect thereof. The indemnity agreement set forth in this Section shall be in addition to any liability that the Initial Purchasers may otherwise havehave to the indemnified parties.

Indemnification by the Initial Purchasers. Each The Initial Purchaser agreesPurchasers, severally and not jointly, agree to indemnify and hold harmless each of the CompanyIssuers, each of the Guarantors and their respective affiliates, directors, officers, employees officers and each person, if any, who controls each of the Company Issuers and each of the Guarantors within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any losses, claims, damages, liabilities or expenses to which the Companysuch Issuer, such Guarantors Guarantor or any such affiliate, director, officer, employee officer or controlling person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as a court of competent jurisdiction shall have determined by a final, unappealable judgment that such losses, claims, damages, liabilities or expenses (or actions in respect thereof) have resulted solely from (i) any untrue statement or alleged untrue statement of any material fact contained in the Preliminary Offering Memorandum, the Time of Sale Document or the Final Offering Memorandum or any amendment or supplement thereto or (ii) the omission or the alleged omission to state therein a material fact necessary to make the statements therein, in 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 in reliance upon and in conformity with written information concerning the Initial Purchasers furnished to the Company by the Representatives Initial Purchasers specifically for use therein as set forth in Section 13; and, subject to the limitation set forth immediately preceding this clause, will reimburse, as incurred, any reasonable legal or other expenses (including the fees and disbursements of counsel incurred in accordance with the provisions of Section 8(c)) incurred by the CompanyIssuers, each of the Guarantors or any such affiliate, director, officer, employee officer or controlling person in connection with any such loss, claim, damage, liability, expense or action in respect thereof. The indemnity agreement set forth in this Section shall be in addition to any liability that the Initial Purchasers may otherwise havehave to the indemnified parties.

Indemnification by the Initial Purchasers. Each Initial Purchaser agrees, agrees severally and not jointly, jointly to indemnify and hold harmless each of the CompanyKratos, each of the Guarantors and their respective affiliates, directors, officers, employees officers and each person, if any, who controls the Company Kratos within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any losses, claims, damages, liabilities or expenses to which the CompanyKratos, such Guarantors or any such affiliate, director, officer, employee officer or controlling person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as a court of competent jurisdiction shall have determined by a final, unappealable judgment that such losses, claims, damages, liabilities or expenses (or actions in respect thereof) have resulted solely from (i) any untrue statement or alleged untrue statement of any material fact contained in the Preliminary Offering Memorandum, the Time of Sale Document or the Final Offering Memorandum or any amendment or supplement thereto or (ii) the omission or the alleged omission to state therein a material fact necessary to make the statements therein, in 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 in reliance upon and in conformity with written information concerning the Initial Purchasers furnished to the Company Kratos by the Representatives Initial Purchasers specifically for use therein as set forth in Section 13; and, subject to the limitation set forth immediately preceding this clause, will reimburse, as incurred, any reasonable legal or other expenses (including the fees and disbursements of counsel incurred in accordance with the provisions of Section 8(c)) incurred by the CompanyKratos, each of the Guarantors or any such affiliate, director, officer, employee officer or controlling person in connection with any such loss, claim, damage, liability, expense or action in respect thereof. The indemnity agreement set forth in this Section shall be in addition to any liability that the Initial Purchasers may otherwise havehave to the indemnified parties.

Indemnification by the Initial Purchasers. Each The Initial Purchaser agreesPurchasers agree to, severally and not jointly, to indemnify and hold harmless each of the Company, each of the Guarantors Company and their respective affiliates, its directors, officers, employees 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 Act, against any losses, claims, damages, liabilities or expenses to which the Company, such Guarantors Company or any such affiliate, director, officer, employee officer or controlling person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as a court of competent jurisdiction shall have determined by a final, unappealable judgment that such losses, claims, damages, liabilities or expenses (or actions in respect thereof) have resulted solely from (i) any untrue statement or alleged untrue statement of any material fact contained in the Preliminary Offering Memorandum, the Time of Sale Document or the Final Offering Memorandum or any amendment or supplement thereto or (ii) the omission or the alleged omission to state therein a material fact necessary to make the statements therein, in 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 in reliance upon and in conformity with written US-DOCS\102962941.8 information concerning the Initial Purchasers furnished to the Company by the Representatives specifically for use therein as set forth in Section 13; and, subject to the limitation set forth immediately preceding this clause, will reimburse, as incurred, any reasonable legal or other expenses (including the fees and disbursements of counsel incurred in accordance with the provisions of Section 8(c)) incurred by the Company, each of the Guarantors Company or any such affiliate, director, officer, employee officer or controlling person in connection with any such loss, claim, damage, liability, expense or action in respect thereof. The indemnity agreement set forth in this Section shall be in addition to any liability that the Initial Purchasers may otherwise havehave to the indemnified parties.

Indemnification by the Initial Purchasers. Each Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless each of the Company, each of the Guarantors and their respective affiliates, directors, officers, employees 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 against any losses, claims, damages, liabilities or expenses to which the Company, such Guarantors or any such affiliate, director, officer, employee or controlling person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as a court of competent jurisdiction shall have determined by a final, unappealable judgment that such losses, claims, damages, liabilities or expenses (or actions in respect thereof) have resulted solely from (i) any untrue statement or alleged untrue statement of any material fact contained in the Preliminary Offering Memorandum, the Time of Sale Document or the Final Offering Memorandum or any amendment or supplement thereto or (ii) the omission or the alleged omission to state therein a material fact necessary to make the statements therein, in 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 in reliance upon and in conformity with written information concerning the Initial Purchasers furnished to the Company by the Representatives Representative specifically for use therein as set forth in Section 13; and, subject to the limitation set forth immediately preceding this clause, will reimburse, as incurred, any reasonable legal or other expenses (including the fees and disbursements of counsel incurred in accordance with the provisions of Section 8(c)) incurred by the Company, each of the Guarantors or any such affiliate, director, officer, employee or controlling person in connection with any such loss, claim, damage, liability, expense or action in respect thereof. The indemnity agreement set forth in this Section shall be in addition to any liability that the Initial Purchasers may otherwise have.

Indemnification by the Initial Purchasers. Each Initial Purchaser agreesPurchaser, severally and not jointly, agrees to indemnify and hold harmless each of the Company, each of the Guarantors Company and their respective affiliates, its directors, officers, employees 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 against any losses, claims, damages, liabilities or expenses to which the Company, such Guarantors Company or any such affiliate, director, officer, employee officer or controlling person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as a court of competent jurisdiction shall have determined by a final, unappealable judgment that such losses, claims, damages, liabilities or expenses (or actions in respect thereof) have resulted solely from (i) any untrue statement or alleged untrue statement of any material fact contained in the Preliminary Offering Memorandum, the Time of Sale Document or the Final Offering Memorandum or any amendment or supplement thereto or (ii) the omission or the alleged omission to state therein a material fact necessary to make the statements therein, in 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 in reliance upon and in conformity with written information concerning the Initial Purchasers furnished to the Company by the Representatives specifically for use therein as set forth in Section 13; and, subject to the limitation set forth immediately preceding this clause, will reimburse, as incurred, any reasonable legal or other expenses (including the fees and disbursements of counsel incurred in accordance with the provisions of Section 8(c)) incurred by the Company, each of the Guarantors Company or any such affiliate, director, officer, employee officer or controlling person in connection with any such loss, claim, damage, liability, expense or action in respect thereof. The indemnity agreement set forth in this Section shall be in addition to any liability that the Initial Purchasers may otherwise havehave to the indemnified parties.

Indemnification by the Initial Purchasers. Each of the Initial Purchaser Purchasers agrees, severally and not jointly, to indemnify and hold harmless each of the CompanyIssuers, each of the Guarantors and their respective affiliates, directors, officers, employees officers and each person, if any, who controls the Company either Issuer within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any losses, claims, damages, liabilities or expenses to which the Companysuch Issuer, such Guarantors Guarantor or any such affiliate, director, officer, employee officer or controlling person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as a court of competent jurisdiction shall have determined by a final, unappealable judgment that such losses, claims, damages, liabilities or expenses (or actions in respect thereof) have resulted solely from (i) any untrue statement or alleged untrue statement of any material fact contained in the Preliminary Offering Memorandum, the Time of Sale Document Document, any Issuer Additional Written Communication or the Final Offering Memorandum or any amendment or supplement thereto or (ii) the omission or the alleged omission to state therein a material fact necessary to make the statements therein, in 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 in reliance upon and in conformity with written information concerning the Initial Purchasers furnished to the Company Issuers by or on behalf of the Representatives Initial Purchasers specifically for use therein as set forth in Section 1312; and, subject to the limitation set forth immediately preceding this clause, will reimburse, as incurred, any reasonable legal or other expenses (including the fees and disbursements of counsel incurred in accordance with the provisions of Section 8(c)) incurred by the Companysuch Issuer, each of the Guarantors such Guarantor or any such affiliate, director, officer, employee officer or controlling person in connection with any such loss, claim, damage, liability, expense or action in respect thereof. The indemnity agreement set forth in this Section shall be in addition to any liability that the Initial Purchasers may otherwise havehave to the indemnified parties.

Indemnification by the Initial Purchasers. Each Initial Purchaser agreesPurchaser, severally and not jointly, agrees to indemnify and hold harmless each of the Company, each of the Guarantors Company and their respective affiliates, its directors, officers, employees 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 against any losses, claims, damages, liabilities or expenses to which the Company, such Guarantors Company or any such affiliate, director, officer, employee officer or controlling person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as a court of competent jurisdiction shall have determined by a final, unappealable judgment that such losses, claims, damages, liabilities or expenses (or actions in respect thereof) have resulted solely from arise out of, or was based upon, (i) any untrue statement or alleged untrue statement of any material fact contained in the Preliminary Offering Memorandum, the Time of Sale Document or the Final Offering Memorandum or any amendment or supplement thereto or (ii) the omission or the alleged omission to state therein a material fact necessary to make the statements therein, in 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 in reliance upon and in conformity with written information concerning the Initial Purchasers furnished to the Company by the Representatives specifically for use therein as set forth in Section 13; and, subject to the limitation set forth immediately preceding this clause, will reimburse, as incurred, any reasonable legal or other expenses (including the fees and disbursements of counsel incurred in accordance with the provisions of Section 8(c)) incurred by the Company, each of the Guarantors Company or any such affiliate, director, officer, employee officer or controlling person in connection with any such loss, claim, damage, liability, expense or action in respect thereof. The indemnity agreement set forth in this Section shall be in addition to any liability that the Initial Purchasers may otherwise havehave to the indemnified parties.

Indemnification by the Initial Purchasers. Each Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless each of the Company, each Guarantor, each of the Guarantors and their respective affiliates, directors, officers, employees officers 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 Act, against any and all losses, claims, damages, liabilities or expenses expenses, as incurred, to which the Company, such Guarantors any Guarantor or any such affiliate, director, officer, employee officer or controlling person may become subject subject, under the Securities Act, the Exchange Act Act, or otherwiseother federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Initial Purchaser), insofar as a court of competent jurisdiction shall have determined by a finalsuch loss, unappealable judgment that such lossesclaim, claimsdamage, damages, liabilities liability or expenses expense (or actions in respect thereofthereof as contemplated below) have resulted solely from (i) arises out of or is based upon any untrue statement or alleged untrue statement of any a material fact contained or incorporated in the Preliminary Offering Memorandum, the Time of Sale Document Pricing Supplement, any Company Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto thereto), or (ii) the omission or the alleged omission to state therein therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent (extent, but only to the extent) , that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Preliminary Offering Memorandum, the Pricing Supplement, any Company Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto), in reliance upon and in conformity with written information concerning the relating to such Initial Purchasers Purchaser and furnished to the Company by such Initial Purchaser through the Representatives specifically Representative expressly for use therein as set forth in Section 13therein; and, subject and to reimburse the limitation set forth immediately preceding this clause, will reimburse, as incurredCompany, any reasonable legal Guarantor and each such director or other controlling person for any and all expenses (including the fees and disbursements of counsel incurred in accordance with the provisions of Section 8(c)counsel) as such expenses are reasonably incurred by the Company, each of the Guarantors any Guarantor or any such affiliate, director, officer, employee director or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action action. Each of the Company and the Guarantors hereby acknowledges that the only information that the Initial Purchasers through the Representative have furnished to the Company expressly for use in respect thereofthe Preliminary Offering Memorandum, the Pricing Supplement, any Company Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto) are the statements set forth in the fourth paragraph, the third sentence of the sixth paragraph and the seventh paragraph under the caption “Plan of Distribution” in the Preliminary Offering Memorandum and the Final Offering Memorandum. The indemnity agreement set forth in this Section 7(b) shall be in addition to any liability liabilities that the each Initial Purchasers Purchaser may otherwise have.

Indemnification by the Initial Purchasers. Each Initial Purchaser agrees, agrees severally and not jointly, jointly to indemnify and hold harmless each of the CompanyIssuers, each of the Guarantors and their respective affiliates, directors, officers, employees officers and each person, if any, who controls the Company Kratos within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any losses, claims, damages, liabilities or expenses to which the Companysuch Issuer, such Guarantors Guarantor or any such affiliate, director, officer, employee officer or controlling person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as a court of competent jurisdiction shall have determined by a final, unappealable judgment that such losses, claims, damages, liabilities or expenses (or actions in respect thereof) have resulted solely from (i) any untrue statement or alleged untrue statement of any material fact contained in the Preliminary Offering Memorandum, the Time of Sale Document or the Final Offering Memorandum or any amendment or supplement thereto or (ii) the omission or the alleged omission to state therein a material fact necessary to make the statements therein, in 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 in reliance upon and in conformity with written information concerning the Initial Purchasers furnished to the Company Kratos by the Representatives Initial Purchasers specifically for use therein as set forth in Section 13; and, subject to the limitation set forth immediately preceding this clause, will reimburse, as incurred, any reasonable legal or other expenses (including the fees and disbursements of counsel incurred in accordance with the provisions of Section 8(c)) incurred by the CompanyIssuers, each of the Guarantors or any such affiliate, director, officer, employee officer or controlling person in connection with any such loss, claim, damage, liability, expense or action in respect thereof. The indemnity agreement set forth in this Section shall be in addition to any liability that the Initial Purchasers may otherwise havehave to the indemnified parties.

Indemnification by the Initial Purchasers. Each Initial Purchaser agreesPurchaser, severally and not jointly, agrees to indemnify and hold harmless each of the CompanyIssuer, each of the Guarantors and each of their respective affiliates, directors, officers, employees 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 (each, a “Purchaser Indemnified Party”) against any losses, claims, damages, liabilities or expenses to which the CompanyIssuer, such Guarantors or any such affiliate, director, officer, employee or controlling person Purchaser Indemnified Party may become subject under the Securities Act, the Exchange Act other federal or state statutory law or regulation or otherwise, insofar as a court of competent jurisdiction shall have determined by a final, unappealable judgment that such losses, claims, damages, liabilities or expenses (or actions in respect thereof) have resulted solely from arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in the Preliminary Offering Memorandum, the Time of Sale Document or the Final Offering Memorandum Memorandum, in each case, as amended or any amendment or supplement thereto supplemented or (ii) the omission or the alleged omission to state therein a material fact necessary to make the statements 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 in reliance upon and in conformity with written information concerning the Initial Purchasers furnished to the Company Issuer by the Representatives such Initial Purchaser specifically for use therein as set forth in Section 13; and, subject to the limitation set forth immediately preceding this clause, will reimburse, as reasonably incurred, any reasonable legal or other expenses (including the fees and disbursements of counsel incurred in accordance with the provisions of Section 8(c)) incurred by the Company, each of the Guarantors or any such affiliate, director, officer, employee or controlling person Purchaser Indemnified Party in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action in respect thereofaction. The indemnity agreement set forth in this Section shall be in addition to any liability that the Initial Purchasers may otherwise havehave to the indemnified parties.

Indemnification by the Initial Purchasers. Each The Initial Purchaser agreesPurchasers, severally and not jointly, agrees to indemnify and hold harmless each of the Company, each of the Guarantors Company and their respective affiliates, its directors, officers, employees 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 against any losses, claims, damages, liabilities or expenses to which the Company, such Guarantors Company or any such affiliate, director, officer, employee officer or controlling person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as a court of competent jurisdiction shall have determined by a final, unappealable judgment that such losses, claims, damages, liabilities or expenses (or actions in respect thereof) have resulted solely from (i) any untrue statement or alleged untrue statement of any material fact contained in the Preliminary Offering Memorandum, the Time of Sale Document or the Final Offering Memorandum or any amendment or supplement thereto or (ii) the omission or the alleged omission to state therein a material fact necessary to make the statements therein, in 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 in reliance upon and in conformity with written information concerning the Initial Purchasers furnished to the Company by the Representatives Initial Purchasers specifically for use therein as set forth in Section 13; and, subject to the limitation set forth immediately preceding this clause, will reimburse, as incurred, any reasonable legal or other expenses (including the fees and disbursements of counsel incurred in accordance with the provisions of Section 8(c)) incurred by the Company, each of the Guarantors Company or any such affiliate, director, officer, employee officer or controlling person in connection with any such loss, claim, damage, liability, expense or action in respect thereof. The indemnity agreement set forth in this Section shall be in addition to any liability that the Initial Purchasers may otherwise havehave to the indemnified parties.

Indemnification by the Initial Purchasers. Each Initial Purchaser agreesPurchaser, severally and not jointly, agrees to indemnify and hold harmless each of the Company, each of the Guarantors and their respective affiliates, directors, officers, employees 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 against any losses, claims, damages, liabilities or expenses to which the Company, such the Guarantors or any such affiliate, director, officer, employee or controlling person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as a court of competent jurisdiction shall have determined by a final, unappealable judgment that such losses, claims, damages, liabilities or expenses (or actions in respect thereof) have resulted solely from (i) any untrue statement or alleged untrue statement of any material fact contained in the Preliminary Offering Memorandum, the Time of Sale Document or the Final Offering Memorandum or any amendment or supplement thereto or (ii) the omission or the alleged omission to state therein a material fact necessary to make the statements therein, in 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 in reliance upon and in conformity with written information concerning the Initial Purchasers furnished to the Company by the Representatives Initial Purchasers specifically for use therein as set forth in Section 13; and, subject to the limitation set forth immediately preceding this clause, will reimburse, as incurred, any reasonable legal or other expenses (including the fees and disbursements of counsel incurred in accordance with the provisions of Section 8(c)) incurred by the Company, each of the Guarantors or any such affiliate, director, officer, employee or controlling person in connection with any such loss, claim, damage, liability, expense or action in respect thereof. The indemnity agreement set forth in this Section shall be in addition to any liability that the Initial Purchasers may otherwise havehave to the indemnified parties.

Indemnification by the Initial Purchasers. Each The Initial Purchaser agreesPurchasers, severally and not jointly, agree to indemnify and hold harmless each of the Company, each of the Guarantors and their respective affiliates, directors, officers, employees and agents 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 against any losses, claims, damages, liabilities or expenses to which the Company, such Guarantors or any such affiliate, director, officer, employee employee, agent or controlling person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as a court of competent jurisdiction shall have determined by a final, unappealable judgment that such losses, claims, damages, liabilities or expenses (or actions in respect thereof) have resulted solely from arises out of or is based upon (i) any untrue statement or alleged untrue statement of any material fact contained in the Preliminary Offering Memorandum, the Time of Sale Document or the Final Offering Memorandum or any amendment or supplement thereto or (ii) the omission or the alleged omission to state therein a material fact necessary to make the statements therein, in 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 in reliance upon and in conformity with written information concerning the such Initial Purchasers Purchaser furnished to the Company by the Representatives Representative specifically for use therein as set forth in Section 13; and, subject to the limitation set forth immediately preceding this clause, will reimburse, as incurred, any reasonable legal or other reasonable expenses (including the fees and disbursements of counsel incurred in accordance with the provisions of Section 8(c)) incurred by the Company, each of the Guarantors or any such affiliate, director, officer, employee officer or controlling person in connection with any such loss, claim, damage, liability, expense or action in respect thereof. The indemnity agreement set forth in this Section shall be in addition to any liability that the Initial Purchasers may otherwise havehave to the indemnified parties.

Indemnification by the Initial Purchasers. Each Initial Purchaser agreesPurchaser, severally and not jointly, agrees to indemnify and hold harmless each of the Company, each of the Guarantors and their respective affiliates, directors, officers, employees 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 against any losses, claims, damages, liabilities or expenses to which the Company, such Guarantors or any such affiliate, director, officer, employee officer or controlling person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as a court of competent jurisdiction shall have determined by a final, unappealable judgment that such losses, claims, damages, liabilities or expenses (or actions in respect thereof) have resulted solely from (i) any untrue statement or alleged untrue statement of any material fact contained in the Preliminary Offering Memorandum, the Time of Sale Document or the Final Offering Memorandum Circular or any amendment or supplement thereto or (ii) the omission or the alleged omission to state therein a material fact necessary to make the statements therein, in 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 in reliance upon and in conformity with written information concerning the any Initial Purchasers Purchaser furnished to the Company by the Representatives Initial Purchasers specifically for use therein as set forth in Section 1312; and, subject to the limitation set forth immediately preceding this clause, will reimburse, as incurred, any reasonable legal or other expenses (including the fees and disbursements of counsel incurred in accordance with the provisions of Section 8(c)) incurred by the Company, each of the Guarantors or any such affiliate, director, officer, employee officer or controlling person in connection with any such loss, claim, damage, liability, expense or action in respect thereof. The indemnity agreement set forth in this Section shall be in addition to any liability that the Initial Purchasers may otherwise havehave to the indemnified parties.

Indemnification by the Initial Purchasers. Each The Initial Purchaser agreesPurchasers, severally and not jointly, agree to indemnify and hold harmless each of the Company, each of the Guarantors and their respective affiliates, directors, officers, employees 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 against any losses, claims, damages, liabilities or expenses to which the Company, such Guarantors or any such affiliate, director, officer, employee officer or controlling person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as a court of competent jurisdiction shall have determined by a final, unappealable judgment that such losses, claims, damages, liabilities or expenses (or actions in respect thereof) have resulted solely from (i) any untrue statement or alleged untrue statement of any material fact contained in the Preliminary Offering Memorandum, the Time of Sale Document or the Final Offering Memorandum or any amendment or supplement thereto or (ii) the omission or the alleged omission to state therein a material fact necessary to make the statements therein, in 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 in reliance upon and in conformity with written information concerning the Initial Purchasers furnished to the Company by the Representatives Representative specifically for use therein as set forth in Section 13; and, subject to the limitation set forth immediately preceding this clause, will reimburse, as incurred, any reasonable legal or other expenses (including the fees and disbursements of counsel incurred in accordance with the provisions of Section 8(c)) incurred by the Company, each of the Guarantors or any such affiliate, director, officer, employee officer or controlling person in connection with any such loss, claim, damage, liability, expense or action in respect thereof. The indemnity agreement set forth in this Section shall be in addition to any liability that the Initial Purchasers may otherwise havehave to the indemnified parties.