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 the Company and the Guarantors, their respective affiliates, officers, directors, employees, agents, partners and members and each person, if any, who controls the Company or the Guarantors within the meaning of Section 15 of the 1933 Act or Section 20 of the 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 untrue statements or omissions, or alleged untrue statements or omissions, made in the Preliminary Offering Memorandum, any Issuer Free Writing Document or the Offering Memorandum (or any amendment or supplement to any of the foregoing), in reliance upon and in conformity with written information relating to such Initial Purchaser furnished to the Company or any Guarantor by such Initial Purchaser through the Representative expressly for use therein. The Company and the Guarantors hereby acknowledge and agree that the information furnished to the Company and any Guarantor by the Initial Purchasers through the Representative expressly for use in the Preliminary Offering Memorandum, any Issuer Free Writing Document or the Offering Memorandum (or any amendment or supplement to any of the foregoing), consists exclusively of the following information appearing under the caption “Plan of Distribution” in the Preliminary Offering Memorandum and the Offering Memorandum: the fourth paragraph, the third and fourth sentences of the sixth paragraph and the ninth, tenth and eleventh paragraphs, all under such caption.

Indemnification by the Initial Purchasers. Each Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Company and the GuarantorsMRD Parties, their respective affiliates, officers, directors, employees, agents, partners and members directors and each person, if any, who controls the Company or the Guarantors within the meaning of Section 15 of the 1933 Act or Section 20 of the 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 untrue statements or omissions, or alleged untrue statements or omissions, made in the Preliminary Offering Memorandum, any Issuer Free Writing Document Document, Permitted General Solicitation or the Offering Memorandum (or any amendment or supplement to any of the foregoing), in reliance upon and in conformity with written information relating to such Initial Purchaser furnished to the Company or any Guarantor MRD Party by such any Initial Purchaser through the Representative expressly for use therein. The Company and the Guarantors MRD Parties hereby acknowledge and agree that the information furnished to any of the Company and any Guarantor MRD Parties by the Initial Purchasers through the Representative expressly for use in the Preliminary Offering MemorandumGeneral Disclosure Package, any Issuer Free Writing Document Document, General Solicitation consented to by the Company in writing or the Offering Memorandum (or any amendment or supplement to any of the foregoing), consists exclusively of the following information appearing under the caption “Plan of Distribution” in the Preliminary Offering Memorandum and the Offering Memorandum: (i) the fourth paragraph, statements set forth in the third and fourth sentences last paragraph of the sixth cover page regarding delivery of the Securities and (ii) under the heading “Plan of Distribution,” the information found in the table in the first paragraph and in the ninththird, ninth and tenth and eleventh paragraphs, all under such caption.

Indemnification by the Initial Purchasers. Each Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Company and the GuarantorsGrantors, their respective affiliates, officers, directors, employees, agents, partners officers and members directors and each person, if any, who controls the Company or the Guarantors within the meaning of Section 15 of the 1933 Act or Section 20 of the 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 or expenses arising out of or based upon any untrue statements or omissions, or alleged untrue statements or omissions, made in the Preliminary Offering Memorandum, any Issuer Free Writing Document or the Offering Memorandum (or any amendment or supplement to any of the foregoing), ) in reliance upon and in conformity with written information relating to such Initial Purchaser furnished in writing to the Company or any Guarantor by or on behalf of such Initial Purchaser through the Representative expressly for use therein. The Company and the Guarantors Grantors hereby acknowledge and agree that the information furnished to the Company and any Guarantor Grantors by the Initial Purchasers through the Representative Initial Purchasers expressly for use in the Preliminary Offering Memorandum, any Issuer Free Writing Document or the Offering Memorandum (or any amendment or supplement to any of the foregoing), consists exclusively of the following information appearing under the caption “Plan of Distribution” in the Preliminary Offering Memorandum and the Offering Memorandum: the fourth information appearing in the third paragraph, the third fourth and fourth fifth sentences of the sixth seventh paragraph and the ninthfirst and last sentences of the ninth paragraph, tenth and eleventh paragraphs, all each under such caption.

Indemnification by the Initial Purchasers. Each Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Company and the Guarantors, their respective affiliates, officers, directors, employees, agents, partners and members directors and each person, if any, who controls the Company or the Guarantors within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) (1) of this Section 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Preliminary Offering Memorandum, any Issuer Free Writing Document Document, any Permitted General Solicitation or the Offering Memorandum (or any amendment or supplement to any of the foregoing), in reliance upon and in conformity with written information relating to such Initial Purchaser furnished to the Company or any Guarantor by such Initial Purchaser through the Representative expressly for use therein. The Company and the Guarantors hereby acknowledge and agree that the information furnished to the Company and any Guarantor by the Initial Purchasers through the Representative expressly for use in the Preliminary Offering Memorandum, any Issuer Free Writing Document Document, any Permitted General Solicitation or the Offering Memorandum (or any amendment or supplement to any of the foregoing), consists exclusively of the following information appearing under the caption “Plan of Distribution” in the Preliminary Offering Memorandum and the Offering Memorandum: (i) the information regarding stabilization and syndicate covering transactions appearing in the second through fifth sentences of the seventh paragraph under such caption (but only insofar as such information concerns the Initial Purchasers) and (ii) the information regarding market making by the Initial Purchasers appearing in the fourth paragraph, the third and fourth sentences sentence of the sixth paragraph and the ninth, tenth and eleventh paragraphs, all under such caption.

Indemnification by the Initial Purchasers. Each Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Company Issuers and the Guarantors, their respective affiliates, officers, directors, employees, agents, partners and members directors and each person, if any, who controls the Company or the Guarantors Issuers within the meaning of Section 15 of the 1933 Act or Section 20 of the 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 untrue statements or omissions, or alleged untrue statements or omissions, made included in the Preliminary Offering Memorandum, any Issuer Free Writing Document or the Offering Memorandum (or any amendment or supplement to any of the foregoing), in reliance upon and in conformity with written information relating to such Initial Purchaser furnished to the Company Issuers or any Guarantor by such Initial Purchaser through the Representative Representatives expressly for use therein. The Company Issuers and the Guarantors hereby acknowledge and agree that the information furnished to the Company Issuers and any Guarantor by the Initial Purchasers through the Representative Representatives expressly for use in the Preliminary Offering Memorandum, any Issuer Free Writing Document or the Offering Memorandum (or any amendment or supplement to any of the foregoing), consists exclusively of the following information in the Preliminary Offering Memorandum and the Offering Memorandum appearing under the caption “Plan of Distribution—Stabilization and Short Positions” and the information regarding market making by the Initial Purchasers appearing in the Preliminary Offering Memorandum first paragraph under the caption “Plan of Distribution—Rule 144A and the Offering Memorandum: the fourth paragraph, the third and fourth sentences of the sixth paragraph and the ninth, tenth and eleventh paragraphs, all under such caption.Regulation S.”

Indemnification by the Initial Purchasers. Each Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Company and the Guarantors, their respective affiliates, officers, directors, employees, agents, partners and members directors and each person, if any, who controls the Company or the Guarantors within the meaning of Section 15 of the 1933 Act or Section 20 of the 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 untrue statements or omissions, or alleged untrue statements or omissions, made in the Preliminary Offering Memorandum, any Issuer Free Writing Document or the Offering Memorandum (or any amendment or supplement to any of the foregoing), in reliance upon and in conformity with written information relating to such Initial Purchaser furnished to the Company or any Guarantor by such Initial Purchaser through the Representative expressly for use therein. The Company and the Guarantors hereby acknowledge and agree that the information furnished to the Company and any Guarantor by the Initial Purchasers through the Representative expressly for use in the Preliminary Offering Memorandum, any Issuer Free Writing Document or the Offering Memorandum (or any amendment or supplement to any of the foregoing), consists exclusively of the following information appearing under the caption “Plan of Distribution” in the Preliminary Offering Memorandum and the Offering Memorandum: (i) the information regarding stabilization, syndicate covering transactions and penalty bids appearing in the fourth paragraph, paragraph under such caption (but only insofar as such information concerns the Initial Purchasers) and (ii) the information regarding market making by the Initial Purchasers appearing in the second and third and fourth sentences of the sixth seventh paragraph and the ninth, tenth and eleventh paragraphs, all under such caption.

Indemnification by the Initial Purchasers. Each Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Company and the GuarantorsGuarantor, their respective affiliates, officers, directors, employees, agents, partners officers and members directors and each person, if any, who controls the Company or the Guarantors within the meaning of Section 15 of the 1933 Act or Section 20 of the 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 or expenses arising out of or based upon any untrue statements or omissions, or alleged untrue statements or omissions, made in the Preliminary Offering Memorandum, any Issuer Free Writing Document or the Offering Memorandum (or any amendment or supplement to any of the foregoing), ) in reliance upon and in conformity with written information relating to such Initial Purchaser furnished in writing to the Company or any and the Guarantor by or on behalf of such Initial Purchaser through the Representative expressly for use therein. The Company and the Guarantors Guarantor hereby acknowledge and agree that the information furnished to the Company and any the Guarantor by the Initial Purchasers through the Representative expressly for use in the Preliminary Offering Memorandum, any Issuer Free Writing Document or the Offering Memorandum (or any amendment or supplement to any of the foregoing), consists exclusively of the following information appearing under the caption “Plan of Distribution” in the Preliminary Offering Memorandum and the Offering Memorandum: the information appearing in the fourth sentence of the seventh paragraph, the ninth paragraph, the tenth paragraph, and the third and fourth eighth sentences of the sixth paragraph and the nintheleventh paragraph, tenth and eleventh paragraphs, all each under such caption.

Indemnification by the Initial Purchasers. Each Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Company Issuers and the Guarantors, their respective affiliates, officers, directors, employees, agents, partners and members directors and each person, if any, who controls the Company or the Guarantors Issuers within the meaning of Section 15 of the 1933 Act or Section 20 of the 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 untrue statements or omissions, or alleged untrue statements or omissions, made included in the Preliminary Offering Memorandum, any Issuer Free Writing Document or the Offering Memorandum (or any amendment or supplement to any of the foregoing), in reliance upon and in conformity with written information relating to such Initial Purchaser furnished to the Company Issuers or any Guarantor by such Initial Purchaser through the Representative expressly for use therein. The Company Issuers and the Guarantors hereby acknowledge and agree that the information furnished to the Company Issuers and any Guarantor by the Initial Purchasers through the Representative expressly for use in the Preliminary Offering Memorandum, any Issuer Free Writing Document or the Offering Memorandum (or any amendment or supplement to any of the foregoing), consists exclusively of the following information in the Preliminary Offering Memorandum and the Offering Memorandum appearing under the caption “Plan of Distribution—Stabilization and Short Positions” and the information regarding market making by the Initial Purchasers appearing in the Preliminary Offering Memorandum first paragraph under the caption “Plan of Distribution—Rule 144A and the Offering Memorandum: the fourth paragraph, the third and fourth sentences of the sixth paragraph and the ninth, tenth and eleventh paragraphs, all under such caption.Regulation S.”

Indemnification by the Initial Purchasers. Each Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Company and the GuarantorsGuarantor, their respective affiliates, officers, directors, employees, agents, partners officers and members directors and each person, if any, who controls the Company or the Guarantors within the meaning of Section 15 of the 1933 Act or Section 20 of the 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 or expenses arising out of or based upon any untrue statements or omissions, or alleged untrue statements or omissions, made in the Preliminary Offering Memorandum, any Issuer Free Writing Document or the Offering Memorandum (or any amendment or supplement to any of the foregoing), ) in reliance upon and in conformity with written information relating to such Initial Purchaser furnished in writing to the Company or any the Guarantor by or on behalf of such Initial Purchaser through the Representative expressly for use therein. The Company and the Guarantors Guarantor hereby acknowledge and agree that the information furnished to the Company and any the Guarantor by the Initial Purchasers through the Representative expressly for use in the Preliminary Offering Memorandum, any Issuer Free Writing Document or the Offering Memorandum (or any amendment or supplement to any of the foregoing), consists exclusively of the following information appearing under the caption “Plan of Distribution” in the Preliminary Offering Memorandum and the Offering Memorandum: the fourth information appearing in the third paragraph, the third fourth and fourth fifth sentences of the sixth seventh paragraph and the ninthfirst and sixth sentences of the ninth paragraph, tenth and eleventh paragraphs, all each under such caption.

Indemnification by the Initial Purchasers. Each Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Company and the Guarantors, their respective affiliates, officers, directors, employees, agents, partners and members directors and each person, if any, who controls the Company or the Guarantors within the meaning of Section 15 of the 1933 Act or Section 20 of the 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 untrue statements or omissions, or alleged untrue statements or omissions, made in the Preliminary Offering Memorandum, any Issuer Free Writing Document or the Offering Memorandum (or any amendment or supplement to any of the foregoing), in reliance upon and in conformity with written information relating to such Initial Purchaser furnished to the Company or any Guarantor by such Initial Purchaser through the Representative expressly for use therein. The Company and the Guarantors hereby acknowledge and agree that the information furnished to the Company and any Guarantor by the Initial Purchasers through the Representative expressly for use in the Preliminary Offering Memorandum, any Issuer Free Writing Document or the Offering Memorandum (or any amendment or supplement to any of the foregoing), consists exclusively of the following information appearing under the caption “Plan of Distribution” in the Preliminary Offering Memorandum and the Offering Memorandum: the information in the second sentence of the second paragraph, the fourth paragraph, and the third and fourth sentences of the sixth seventh paragraph and the ninth, tenth and eleventh paragraphs, all under such captioncaption (but only insofar as such information concerns the Initial Purchasers).

Indemnification by the Initial Purchasers. Each Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Company and the Guarantors, their respective affiliates, officers, directors, employees, agents, partners and members directors and each person, if any, who controls the Company or the Guarantors any Guarantor within the meaning of Section 15 of the 1933 Act or Section 20 of the 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 untrue statements or omissions, or alleged untrue statements or omissions, made in the Preliminary Offering Memorandum, any Issuer Free Writing Document Document, the General Disclosure Package or the Offering Memorandum (or any amendment or supplement to any of the foregoing), in reliance upon and in conformity with written information relating to such Initial Purchaser furnished to the Company or any Guarantor by such Initial Purchaser through the Representative expressly for use therein. The Company and the Guarantors hereby acknowledge and agree that the information furnished to the Company and any Guarantor by the Initial Purchasers through the Representative expressly for use in the Preliminary Offering Memorandum, any Issuer Free Writing Document or the Offering Memorandum (or any amendment or supplement to any of the foregoing), consists exclusively of the following information appearing under the caption “Plan of Distribution” in the Preliminary Offering Memorandum and the Offering Memorandum: (i) the fourth paragraphinformation regarding stabilization, syndicate covering transactions and penalty bids appearing in the third ninth paragraph under such caption (but only insofar as such information concerns the Initial Purchasers) and fourth sentences of (ii) the sixth information regarding market making by the Initial Purchasers appearing in the seventh paragraph and the ninth, tenth and eleventh paragraphs, all under such caption.

Indemnification by the Initial Purchasers. Each Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Company and the Guarantors, their respective affiliates, officers, directors, employees, agents, partners officers and members directors and each person, if any, who controls the Company or the Guarantors within the meaning of Section 15 of the 1933 Act or Section 20 of the 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 or expenses arising out of or based upon any untrue statements or omissions, or alleged untrue statements or omissions, made in the Preliminary Offering Memorandum, any Issuer Free Writing Document or the Offering Memorandum (or any amendment or supplement to any of the foregoing), ) in reliance upon and in conformity with written information relating to such Initial Purchaser furnished to the Company or any Guarantor by such Initial Purchaser through the Representative Representatives expressly for use therein. The Company and the Guarantors hereby acknowledge and agree that the information furnished to the Company and any Guarantor the Guarantors by the Initial Purchasers through the Representative Representatives expressly for use in the Preliminary Offering Memorandum, any Issuer Free Writing Document or the Offering Memorandum (or any amendment or supplement to any of the foregoing), consists exclusively of the following information appearing under the caption “Plan of Distribution” in the Preliminary Offering Memorandum and the Offering Memorandum: the fourth information appearing in the third paragraph, the third fourth and fourth fifth sentences of the sixth seventh paragraph and the ninthfirst and last sentences of the ninth paragraph, tenth and eleventh paragraphs, all each under such caption.

Indemnification by the Initial Purchasers. Each Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Company and the Guarantors, their respective affiliates, officers, directors, employees, agents, partners and members agents and each person, if any, who controls the Company or the Guarantors any Guarantor within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense equivalent to that described in the indemnity contained in subsection (a) of this Section 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Preliminary Offering Memorandum, any Issuer Free Writing Document or the Offering Memorandum (or any amendment or supplement to any of the foregoing), in reliance upon and in conformity with written information relating to such Initial Purchaser furnished to the Company or any Guarantor by such Initial Purchaser through the Representative expressly for use therein. The Company and the Guarantors hereby acknowledge and agree that the information furnished to the Company and any Guarantor by the Initial Purchasers through the Representative expressly for use in the Preliminary Offering Memorandum, any Issuer Free Writing Document or the Offering Memorandum (or any amendment or supplement to any of the foregoing), consists exclusively of the following information appearing under the caption “Plan of Distribution” in the Preliminary Offering Memorandum and the Offering Memorandum: (i) the fourth paragraph, information regarding market making by the third and fourth sentences Initial Purchasers appearing in the second sentence of the sixth seventh paragraph and the ninth, tenth and eleventh paragraphs, all under such caption, (ii) the information regarding market making by the Initial Purchasers and (iii) the information regarding stabilization, syndicate covering transactions and penalty bids appearing in the eighth paragraph under such caption (but only insofar as such information concerns the Initial Purchasers).