Common use of Indemnification of the Agents Clause in Contracts

Indemnification of the Agents. The Company and Trust agree to jointly and severally indemnify and hold harmless each Agent and each person, if any, who controls such Agent within the meaning of Section 15 of the 1933 Act against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto) or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, or arising out of an untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission 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; provided, however, that this indemnity does not apply to (i) any loss, liability, claim, damage or expense to the extent arising out of an untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company or Trust by the Agents expressly for use in the Registration Statement (or any amendment thereto) or any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), (ii) any loss, liability, claim, damage or expense arising out of any statements in or omissions from that part of the Registration Statement which constitutes the Statements of Eligibility and Qualification (Form T-1) under the 1939 Act of the Indenture Trustee or (iii) with respect to any preliminary prospectus to the extent that any such loss, claim, expense, damage or liability of such Agent results from the fact that such Agent sold Notes to a person as to whom it shall be established by the Company and the Trust that there was not sent or given, at or prior to the written confirmation of such sale, a copy of the Prospectus (as amended or supplemented) in any case where such delivery is required by the 1933 Act, if such Agent failed to make reasonable efforts generally consistent with the then prevailing industry practice to effect such delivery and the Company and the Trust has previously furnished copies thereof in sufficient quantities to such Agent and the loss, claim, expense, damage or liability of such Agent results from an untrue statement or omission of a material fact contained in the preliminary prospectus that was corrected in the Prospectus.

Indemnification of the Agents. The Company and Trust agree agrees to jointly and severally indemnify and hold harmless each Agent and each person, if any, who controls such each Agent within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all losslosses, liabilityliabilities, claimclaims, damage damages and expense expenses whatsoever, as incurred, arising out of an or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (Statement, as originally filed or any amendment thereof, or in the Basic Prospectus, any Preliminary Prospectus, any Prospectus, any Disclosure Package, any Issuer Free Writing Prospectus or in any amendment thereof or supplement thereto) , or arising out of or based upon the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, or arising out of an untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission 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, and agrees to reimburse each such indemnified party to the extent set forth below, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that this indemnity does the Company will not apply be liable in any such case to (i) the extent that any such loss, liability, claim, damage or expense to the extent arising liability arises out of an or is based on any such untrue statement or omission or such alleged untrue statement or omission made therein in reliance upon and in conformity with written information furnished to the Company or Trust by the Agents expressly for use therein. This indemnity agreement will be in the Registration Statement (or any amendment thereto) or any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), (ii) any loss, liability, claim, damage or expense arising out of any statements in or omissions from that part of the Registration Statement which constitutes the Statements of Eligibility and Qualification (Form T-1) under the 1939 Act of the Indenture Trustee or (iii) with respect addition to any preliminary prospectus to the extent that any such loss, claim, expense, damage or liability of such Agent results from the fact that such Agent sold Notes to a person as to whom it shall be established by which the Company and the Trust that there was not sent or given, at or prior to the written confirmation of such sale, a copy of the Prospectus (as amended or supplemented) in any case where such delivery is required by the 1933 Act, if such Agent failed to make reasonable efforts generally consistent with the then prevailing industry practice to effect such delivery and the Company and the Trust has previously furnished copies thereof in sufficient quantities to such Agent and the loss, claim, expense, damage or liability of such Agent results from an untrue statement or omission of a material fact contained in the preliminary prospectus that was corrected in the Prospectusmay otherwise have.

Indemnification of the Agents. The Company and Trust agree to jointly and severally shall indemnify and hold harmless each Agent the Agents, the directors, officers, employees, counsel and agents of the Agents and each person, if any, who controls such any Agent within the meaning of Section 15 of the 1933 Act or Section 20 of the Exchange Act from and against any and all losslosses, liabilityclaims, claimliabilities, damage expenses and expense whatsoeverdamages (including, without limitation, any and all investigative, legal and other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), to which they, or any of them, may become subject under the Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as incurredsuch losses, arising claims, liabilities, expenses or damages arise out of an or are based on (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto) ), including all documents incorporated therein by reference, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, misleading or arising out of an (ii) any untrue statement or alleged untrue statement of a material fact included contained in any preliminary prospectus Permitted Free Writing Prospectus or the Prospectus Prospectuses (or any amendment or supplement thereto)) or the omission or alleged omission 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 or (iii) any untrue statement or alleged untrue statement of a material fact contained in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Shares, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) or the omission or alleged omission 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; provided, however, that this indemnity does the Company shall not apply be liable to (i) any the extent that such loss, claim, liability, claim, expense or damage or expense arises from the sale of the Shares in the public offering to any person by the extent arising out of Agents and is based on an untrue statement or omission or alleged untrue statement or omission made in reliance upon on and in conformity with written information relating to the Agents furnished in writing to the Company or Trust by the Agents expressly for use inclusion in the Registration Statement (Statement, the Prospectuses or any amendment thereto) or any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), (ii) any loss, liability, claim, damage or expense arising out of any statements Permitted Free Writing Prospectus. This indemnity agreement will be in or omissions from that part of the Registration Statement which constitutes the Statements of Eligibility and Qualification (Form T-1) under the 1939 Act of the Indenture Trustee or (iii) with respect addition to any preliminary prospectus to the extent liability that any such loss, claim, expense, damage or liability of such Agent results from the fact that such Agent sold Notes to a person as to whom it shall be established by the Company and the Trust that there was not sent or given, at or prior to the written confirmation of such sale, a copy of the Prospectus (as amended or supplemented) in any case where such delivery is required by the 1933 Act, if such Agent failed to make reasonable efforts generally consistent with the then prevailing industry practice to effect such delivery and the Company and the Trust has previously furnished copies thereof in sufficient quantities to such Agent and the loss, claim, expense, damage or liability of such Agent results from an untrue statement or omission of a material fact contained in the preliminary prospectus that was corrected in the Prospectusmight otherwise have.

Indemnification of the Agents. The Company and Trust agree agrees to jointly and severally indemnify and hold harmless each Agent and each person, if any, who controls such each Agent within the meaning of Section 15 of the 1933 Securities Act or Section 20 of the Exchange Act against any and all losslosses, liabilityliabilities, claimclaims, damage damages and expense expenses whatsoever, as incurred, arising out of an or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (Statement, as originally filed or any amendment thereof, or in the Basic Prospectus, any Preliminary Final Prospectus, the Final Prospectus, any Disclosure Package, any Issuer Free Writing Prospectus or in any amendment thereof or supplement thereto) , or arising out of or based upon the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, or arising out of an untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission 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, and agrees to reimburse each such indemnified party to the extent set forth below, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that this indemnity does the Company will not apply be liable in any such case to (i) the extent that any such loss, liability, claim, damage or expense to the extent arising liability arises out of an or is based on any such untrue statement or omission or such alleged untrue statement or omission made therein in reliance upon and in conformity with written information furnished to the Company or Trust by the Agents expressly for use therein. This indemnity agreement will be in the Registration Statement (or any amendment thereto) or any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), (ii) any loss, liability, claim, damage or expense arising out of any statements in or omissions from that part of the Registration Statement which constitutes the Statements of Eligibility and Qualification (Form T-1) under the 1939 Act of the Indenture Trustee or (iii) with respect addition to any preliminary prospectus to the extent that any such loss, claim, expense, damage or liability of such Agent results from the fact that such Agent sold Notes to a person as to whom it shall be established by which the Company and the Trust that there was not sent or given, at or prior to the written confirmation of such sale, a copy of the Prospectus (as amended or supplemented) in any case where such delivery is required by the 1933 Act, if such Agent failed to make reasonable efforts generally consistent with the then prevailing industry practice to effect such delivery and the Company and the Trust has previously furnished copies thereof in sufficient quantities to such Agent and the loss, claim, expense, damage or liability of such Agent results from an untrue statement or omission of a material fact contained in the preliminary prospectus that was corrected in the Prospectusmay otherwise have.

Indemnification of the Agents. The Company and Trust the Guarantor, jointly and severally, agree to jointly and severally indemnify and hold harmless each Agent and each person, if any, who controls such each Agent within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all losslosses, liabilityliabilities, claimclaims, damage damages and expense expenses whatsoever, as incurred, arising out of an or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (Statement, as originally filed or any amendment thereof, or in the Basic Prospectus, any Preliminary Prospectus, any Prospectus, any Disclosure Package, any Issuer Free Writing Prospectus or in any amendment thereof or supplement thereto) , or arising out of or based upon the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, or arising out of an untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission 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, and agrees to reimburse each such indemnified party to the extent set forth below, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that this indemnity does not apply the neither Company nor the Guarantor will be liable in any such case to (i) the extent that any such loss, liability, claim, damage or expense to the extent arising liability arises out of an or is based on any such untrue statement or omission or such alleged untrue statement or omission made therein in reliance upon and in conformity with written information furnished to the Company or Trust the Guarantor by the Agents expressly for use therein. This indemnity agreement will be in addition to any liability which the Registration Statement (or any amendment thereto) or any preliminary prospectus Company or the Prospectus (or any amendment or supplement thereto), (ii) any loss, liability, claim, damage or expense arising out of any statements in or omissions from that part of the Registration Statement which constitutes the Statements of Eligibility and Qualification (Form T-1) under the 1939 Act of the Indenture Trustee or (iii) with respect to any preliminary prospectus to the extent that any such loss, claim, expense, damage or liability of such Agent results from the fact that such Agent sold Notes to a person as to whom it shall be established by the Company and the Trust that there was not sent or given, at or prior to the written confirmation of such sale, a copy of the Prospectus (as amended or supplemented) in any case where such delivery is required by the 1933 Act, if such Agent failed to make reasonable efforts generally consistent with the then prevailing industry practice to effect such delivery and the Company and the Trust has previously furnished copies thereof in sufficient quantities to such Agent and the loss, claim, expense, damage or liability of such Agent results from an untrue statement or omission of a material fact contained in the preliminary prospectus that was corrected in the ProspectusGuarantor may otherwise have.

Indemnification of the Agents. The Company and Trust agree to jointly and severally indemnify and hold harmless each Agent and each person, if any, who controls such Agent within the meaning of Section 15 of the 1933 Act against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto) or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, or arising out of an untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus prospectus, any Permitted Free Writing Prospectus, the Time of Sale Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission 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; provided, however, that this indemnity does not apply to (i) any loss, liability, claim, damage or expense to the extent arising out of an untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company or Trust in writing by the Agents expressly for use in the Registration Statement (or any amendment thereto) or any preliminary prospectus prospectus, any Permitted Free Writing Prospectus, such Time of Sale Prospectus or the Prospectus (or any amendment or supplement thereto), ) or (ii) any loss, liability, claim, damage or expense arising out of any statements in or omissions from that part of the Registration Statement which constitutes the Statements of Eligibility and Qualification (Form T-1) under the 1939 Act of the Indenture Trustee or (iii) with respect to any preliminary prospectus to the extent that any such loss, claim, expense, damage or liability of such Agent results from the fact that such Agent sold Notes to a person as to whom it shall be established by the Company and the Trust that there was not sent or given, at or prior to the written confirmation of such sale, a copy of the Prospectus (as amended or supplemented) in any case where such delivery is required by the 1933 Act, if such Agent failed to make reasonable efforts generally consistent with the then prevailing industry practice to effect such delivery and the Company and the Trust has previously furnished copies thereof in sufficient quantities to such Agent and the loss, claim, expense, damage or liability of such Agent results from an untrue statement or omission of a material fact contained in the preliminary prospectus that was corrected in the ProspectusTrustee.

Indemnification of the Agents. The Company and Trust agree to jointly and severally shall indemnify and hold harmless each Agent the Agents, the directors, officers, employees, affiliates and agents of the Agents and each person, if any, who controls such Agent the Agents within the meaning of Section 15 of the 1933 Act or Section 20 of the Exchange Act from and against any and all losslosses, liabilityclaims, claimliabilities, damage expenses and expense whatsoeverdamages (including, without limitation, any and all investigative, legal and other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding between any indemnified party and any third party), to which they, or any of them, may become subject under the Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as incurredsuch losses, arising claims, liabilities, expenses or damages arise out of an or are based on (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto) ), including any information deemed to be a part thereof pursuant to Rules 430A, 430B or 430C, as applicable, including all documents incorporated therein by reference, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, misleading or arising out of an (ii) any untrue statement or alleged untrue statement of a material fact included contained in any preliminary prospectus Permitted Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), ) or the omission or alleged omission 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; provided, however, that this indemnity does the Company shall not apply be liable to (i) any the extent that such loss, claim, liability, claim, expense or damage or expense arises from the sale of the Shares in the public offering to any person by the extent arising out of Agents and is based on an untrue statement or omission or alleged untrue statement or omission made in reliance upon on and in conformity with written information relating to the Agents furnished in Schedule 2 hereof to the Company or Trust by the Agents expressly for use inclusion in the Registration Statement (Statement, the Prospectus or any amendment thereto) or any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), (ii) any loss, liability, claim, damage or expense arising out of any statements Permitted Free Writing Prospectus. This indemnity agreement will be in or omissions from that part of the Registration Statement which constitutes the Statements of Eligibility and Qualification (Form T-1) under the 1939 Act of the Indenture Trustee or (iii) with respect addition to any preliminary prospectus to the extent liability that any such loss, claim, expense, damage or liability of such Agent results from the fact that such Agent sold Notes to a person as to whom it shall be established by the Company and the Trust that there was not sent or given, at or prior to the written confirmation of such sale, a copy of the Prospectus (as amended or supplemented) in any case where such delivery is required by the 1933 Act, if such Agent failed to make reasonable efforts generally consistent with the then prevailing industry practice to effect such delivery and the Company and the Trust has previously furnished copies thereof in sufficient quantities to such Agent and the loss, claim, expense, damage or liability of such Agent results from an untrue statement or omission of a material fact contained in the preliminary prospectus that was corrected in the Prospectusmight otherwise have.

Indemnification of the Agents. The Company and Trust agree to jointly and severally will indemnify and hold harmless each Agent, the directors, officers, employees and agents of each Agent and each person, if any, who controls such each Agent within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act from and against any and all losslosses, liabilityclaims, claimdamages, damage expenses and expense whatsoeverliabilities (including any and all investigative, legal and other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted), to which they, or any of them, may become subject under the 1933 Act, the 1934 Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as incurredsuch losses, arising claims, damages, expenses or liabilities arise out of an or are based on any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (Statement, any preliminary prospectus supplement, the Prospectus or any amendment thereto) or supplement to the Registration Statement or the Prospectus, or the omission or alleged omission therefrom of to state in such document a material fact required to be stated therein in it or necessary to make the statements therein in it not misleading, or arising out of an untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus or provided that the Prospectus (or any amendment or supplement thereto), or Company will not be liable to the omission or alleged omission 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; provided, however, extent that this indemnity does not apply to (i) any such loss, liability, claim, damage damage, expense or expense liability arises from the sale of the Notes to the extent arising out of any person by an Agent and is based on an untrue statement or omission or alleged untrue statement or omission (1) made in reliance upon on and in conformity with written information furnished in writing to the Company or Trust by the Agents expressly for use inclusion in the Registration Statement (or any amendment thereto) or Statement, any preliminary prospectus supplement or the Prospectus or (2) in a preliminary prospectus supplement if the Prospectus (or any amendment the Prospectus as amended or supplement thereto), (iisupplemented) any corrects the untrue statement or omission or alleged untrue statement or omission that is the basis of the loss, liability, claim, damage damage, expense or expense arising out of any statements in or omissions from that part of liability for which indemnification is sought and the Registration Statement which constitutes the Statements of Eligibility and Qualification (Form T-1) under the 1939 Act of the Indenture Trustee or (iii) with respect to any preliminary prospectus to the extent that person asserting any such loss, claim, expensedamage, damage expense or liability of purchased Notes from such Agent results from the fact that such Agent sold Notes to a person as to whom it shall be established by the Company and the Trust that there but was not sent or given, given a copy of the Prospectus (excluding any documents incorporated by reference) at or prior to the written confirmation of the sale of such sale, a copy of the Prospectus (as amended or supplemented) Notes to such person. This indemnity agreement will be in addition to any case where such delivery is required by the 1933 Act, if such Agent failed to make reasonable efforts generally consistent with the then prevailing industry practice to effect such delivery and liability that the Company and the Trust has previously furnished copies thereof in sufficient quantities to such Agent and the loss, claim, expense, damage or liability of such Agent results from an untrue statement or omission of a material fact contained in the preliminary prospectus that was corrected in the Prospectusmight otherwise have.