Common use of Indemnification of the Company Clause in Contracts

Indemnification of the Company. The Placement Agent agrees to indemnify and hold harmless the Company, its directors, its officers who signed the Registration Statement and persons who control the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all Liabilities, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in the Registration Statement, any Preliminary Prospectus, the Disclosure Package or Prospectus or any amendment or supplement thereto, in reliance upon, and in strict conformity with, the Placement Agent’s Information. In case any action shall be brought against the Company or any other person so indemnified based on any Preliminary Prospectus, the Registration Statement, the Disclosure Package or Prospectus or any amendment or supplement thereto, and in respect of which indemnity may be sought against the Placement Agent, the Placement Agent shall have the rights and duties given to the Company, and the Company and each other person so indemnified shall have the rights and duties given to the Placement Agent by the provisions of Section 9.B. The Company agrees promptly to notify the Placement Agent of the commencement of any litigation or proceedings against the Company or any of its officers, directors or any person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, in connection with the issuance and sale of the Securities or in connection with the Registration Statement, the Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus, provided, that failure by the Company so to notify the Placement Agent shall not relieve the Placement Agent from any obligation or liability which the Placement Agent may have on account of this Section 9.C. or otherwise to the Company, except to the extent the Placement Agent is materially prejudiced as a proximate result of such failure..

Indemnification of the Company. The Placement Agent agrees to indemnify and hold harmless the Company, its directors, its officers who signed the Registration Statement and persons who control the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all Liabilities, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in the Registration Statement, any Preliminary Prospectus, the Disclosure Package or Prospectus or any amendment or supplement thereto, in reliance upon, and in strict conformity with, the Placement Agent’s Information. In case any action shall be brought against the Company or any other person so indemnified based on any Preliminary Prospectus, the Registration Statement, the Disclosure Package or Prospectus or any amendment or supplement thereto, and in respect of which indemnity may be sought against the Placement Agent, the Placement Agent shall have the rights and duties given to the Company, and the Company and each other person so indemnified shall have the rights and duties given to the Placement Agent by the provisions of Section 9.B. The Company agrees promptly to notify the Placement Agent of the commencement of any litigation or proceedings against the Company or any of its officers, directors or any person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, in connection with the issuance and sale of the Securities or in connection with the Registration Statement, the Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus, provided, that failure by the Company so to notify the Placement Agent shall not relieve the Placement Agent from any obligation or liability which the Placement Agent may have on account of this Section 9.C. or otherwise to the Company, except to the extent the Placement Agent is materially prejudiced as a proximate result of such failure...

Indemnification of the Company. The Placement Agent Each Underwriter, severally and not jointly, agrees to indemnify and hold harmless the Company, its directors, its officers who signed the Registration Statement and persons who control the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all Liabilities, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in the Registration Statement, any Preliminary Prospectus, the Pricing Disclosure Package or Prospectus or any amendment or supplement thereto, in reliance upon, and in strict conformity with, the Placement Agent’s Underwriters’ Information. In case any action shall be brought against the Company or any other person so indemnified based on any Preliminary Prospectus, the Registration Statement, the Pricing Disclosure Package or Prospectus or any amendment or supplement thereto, and in respect of which indemnity may be sought against the Placement Agentany Underwriter, the Placement Agent such Underwriter shall have the rights and duties given to the Company, and the Company and each other person so indemnified shall have the rights and duties given to the Placement Agent several Underwriters by the provisions of Section 9.B. 5(b). The Company agrees promptly to notify the Placement Agent Representative of the commencement of any litigation or proceedings against the Company or any of its officers, directors or any person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, in connection with the issuance and sale of the Public Securities or in connection with the Registration Statement, the Pricing Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus, provided, ; provided that failure by the Company so to notify the Placement Agent Representative shall not relieve the Placement Agent any Underwriter from any obligation or liability which the Placement Agent such Underwriter may have on account of this Section 9.C. 5 or otherwise to the Company, except to the extent the Placement Agent such Underwriter is materially prejudiced as a proximate result of such failure...

Indemnification of the Company. The Placement Agent agrees to indemnify and hold harmless the Company, its directors, its officers who signed the Registration Statement and persons who control the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all Liabilities, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in the Registration Statement, any Preliminary Prospectus, the Disclosure Package or Prospectus or any amendment or supplement thereto, in reliance upon, and in strict conformity with, the Placement Agent’s Information. In case any action shall be brought against the Company or any other person so indemnified based on any Preliminary Prospectus, the Registration Statement, the Disclosure Package or Prospectus or any amendment or supplement thereto, and in respect of which indemnity may be sought against the Placement Agent, the Placement Agent shall have the rights and duties given to the Company, and the Company and each other person so indemnified shall have the rights and duties given to the Placement Agent by the provisions of Section 9.B. The Company agrees promptly to notify the Placement Agent of the commencement of any litigation or proceedings against the Company or any of its officers, directors or any person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, in connection with the issuance and sale of the Securities or in connection with the Registration Statement, the Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus, provided, ; provided that failure by the Company so to notify the Placement Agent shall not relieve the Placement Agent from any obligation or liability which the Placement Agent may have on account of this Section 9.C. 9 or otherwise to the Company, except to the extent (and only to the Placement Agent extent) that its ability to assume the defense is materially prejudiced as a proximate result of actually impaired by such failure..failure or delay.

Indemnification of the Company. The Placement Agent Underwriter agrees to indemnify and hold harmless the Company, its directors, its officers who signed the Registration Statement and persons who control the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all Liabilities, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in the Registration Statement, any Preliminary Prospectus, the Pricing Disclosure Package or Prospectus or any amendment or supplement theretothereto or in any application, in reliance upon, and in strict conformity with, the Placement Agent’s Underwriter’ Information. In case any action shall be brought against the Company or any other person so indemnified based on any Preliminary Prospectus, the Registration Statement, the Pricing Disclosure Package or Prospectus or any amendment or supplement theretothereto or in any application, and in respect of which indemnity may be sought against the Placement Agentany Underwriter, the Placement Agent such Underwriter shall have the rights and duties given to the Company, and the Company and each other person so indemnified shall have the rights and duties given to the Placement Agent Underwriter by the provisions of Section 9.B. 5(a). The Company agrees promptly to notify the Placement Agent Underwriter of the commencement of any litigation or proceedings against the Company or any of its officers, directors or any person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, in connection with the issuance and sale of the Public Securities or in connection with the Registration Statement, the Pricing Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus, provided, ; provided that failure by the Company so to notify the Placement Agent Underwriter shall not relieve the Placement Agent any Underwriter from any obligation or liability which the Placement Agent such Underwriter may have on account of this Section 9.C. 5 or otherwise to the Company, except to the extent the Placement Agent such Underwriter is materially prejudiced as a proximate result of such failure...

Indemnification of the Company. The Placement Agent agrees to indemnify and hold harmless the Company, its directors, its officers who signed the Registration Offering Statement and persons who control the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all Liabilities, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in the Registration Offering Statement, any Preliminary Prospectus, the Pricing Disclosure Package or Prospectus or Materials and the Final Offering Circular any amendment or supplement thereto, in reliance upon, and in strict conformity with, the Placement Agent’s Information. In case any action shall be brought against the Company or any other person so indemnified based on any Preliminary Prospectus, the Registration Offering Statement, the Pricing Disclosure Package or Prospectus Materials and the Final Offering Circular or any amendment or supplement thereto, and in respect of which indemnity may be sought against the Placement Agent, the Placement Agent shall have the rights and duties given to the Company, and the Company and each other person so indemnified shall have the rights and duties given to the Placement Agent by the provisions of Section 9.B. The Company agrees promptly to notify the Placement Agent of the commencement of any litigation or proceedings against the Company or any of its officers, directors or any person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, in connection with the issuance and sale of the Securities or in connection with the Registration Offering Statement, the Pricing Disclosure Package, Materials and the Prospectus Final Offering Circular or any Issuer Free Writing ProspectusTesting-the-Waters Communication, provided, that failure by the Company so to notify the Placement Agent shall not relieve the Placement Agent from any obligation or liability which the Placement Agent may have on account of this Section 9.C. or otherwise to the Company, except to the extent the Placement Agent is materially prejudiced as a proximate result of such failure...

Indemnification of the Company. The Placement Agent Each Underwriter, severally and not jointly, agrees to indemnify and hold harmless the Company, its directors, its officers who signed the Registration Statement officers, employees and persons who control the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all Liabilities, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in the Registration Statement, any Preliminary Prospectus, the Pricing Disclosure Package or Prospectus or any amendment or supplement theretothereto or in any application, in reliance upon, and in strict conformity with, the Placement Agent’s Underwriters’ Information. In case any action shall be brought against the Company or any other person so indemnified based on any Preliminary Prospectus, the Registration Statement, the Pricing Disclosure Package or Prospectus or any amendment or supplement theretothereto or in any application, and in respect of which indemnity may be sought against the Placement Agentany Underwriter, the Placement Agent such Underwriter shall have the rights and duties given to the Company, and the Company and each other person so indemnified shall have the rights and duties given to the Placement Agent several Underwriters by the provisions of Section 9.B. 5(a). The Company agrees promptly to notify the Placement Agent Representative of the commencement of any litigation or proceedings against the Company or any of its officers, directors or any person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, in connection with the issuance and sale of the Securities Shares or in connection with the Registration Statement, the Pricing Disclosure Package, or the Prospectus or any Issuer Free Writing Prospectus, provided, ; provided that failure by the Company so to notify the Placement Agent Representative shall not relieve the Placement Agent any Underwriter from any obligation or liability which the Placement Agent such Underwriter may have on account of this Section 9.C. 5 or otherwise to the Company, except to the extent the Placement Agent such Underwriter is materially prejudiced as a proximate result of such failure...

Indemnification of the Company. The Placement Agent agrees agree to indemnify and hold harmless the Company, its directors, its officers who signed the Registration Statement and persons who control the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all Liabilities, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in the Registration Statement, any Preliminary Prospectus, the Disclosure Package or Prospectus or any amendment or supplement thereto, in reliance upon, and in strict conformity with, the Placement Agent’s ’ Information. In case any action shall be brought against the Company or any other person so indemnified based on any Preliminary Prospectus, the Registration Statement, the Disclosure Package or Prospectus or any amendment or supplement thereto, and in respect of which indemnity may be sought against the Placement Agent, the Placement Agent shall have the rights and duties given to the Company, and the Company and each other person so indemnified shall have the rights and duties given to the Placement Agent by the provisions of Section 9.B. The Company agrees promptly to notify each of the Placement Agent of the commencement of any litigation or proceedings against the Company or any of its officers, directors or any person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, in connection with the issuance and sale of the Securities or in connection with the Registration Statement, the Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus, provided, ; provided that failure by the Company so to notify the Placement Agent shall not relieve the Placement Agent from any obligation or liability which the Placement Agent may have on account of this Section 9.C. 9 or otherwise to the Company, except to the extent (and only to the Placement Agent extent) that its ability to assume the defense is materially prejudiced as a proximate result of actually impaired by such failure..failure or delay.

Indemnification of the Company. The Placement Agent agrees to indemnify and hold harmless the Company, its directors, its officers who signed the Registration Statement and persons who control the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all Liabilities, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in the Registration Statement, any Preliminary Prospectus, the Pricing Disclosure Package or Prospectus or any amendment or supplement thereto, in reliance upon, and in strict conformity with, the Placement Agent’s Information. In case any action shall be brought against the Company or any other person so indemnified based on any Preliminary Prospectus, the Registration Statement, the Pricing Disclosure Package or Prospectus or any amendment or supplement thereto, and in respect of which indemnity may be sought against the Placement Agent, the Placement Agent shall have the rights and duties given to the Company, and the Company and each other person so indemnified shall have the rights and duties given to the Placement Agent by the provisions of Section 9.B. The Company agrees promptly to notify the Placement Agent of the commencement of any litigation or proceedings against the Company or any of its officers, directors or any person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, in connection with the issuance and sale of the Securities or in connection with the Registration Statement, the Pricing Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus, provided, that failure by the Company so to notify the Placement Agent shall not relieve the Placement Agent from any obligation or liability which the Placement Agent may have on account of this Section 9.C. or otherwise to the Company, except to the extent the Placement Agent is materially prejudiced as a proximate result of such failure...

Indemnification of the Company. The Placement Agent agrees to indemnify and hold harmless the Company, its directors, its officers who signed the Registration Statement and persons who control the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all Liabilities, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in the Registration Statement, any Preliminary Prospectus, the Disclosure Package or Prospectus or any amendment or supplement thereto, in reliance upon, and in strict conformity with, the Placement Agent’s Information. In case any action shall be brought against the Company or any other person so indemnified based on any Preliminary Prospectus, the Registration Statement, the Disclosure Package or Prospectus or any amendment or supplement thereto, and in respect of which indemnity may be sought against the Placement Agent, the Placement Agent shall have the rights and duties given to the Company, and the Company and each other person so indemnified shall have the rights and duties given to the Placement Agent and the other Indemnified Persons by the provisions of Section 9.B. The Company agrees promptly to notify the Placement Agent of the commencement of any litigation or proceedings against the Company or any of its officers, directors or any person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, in connection with the issuance and sale of the Securities or in connection with the Registration Statement, the Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus, provided, that failure by the Company so to notify the Placement Agent shall not relieve the Placement Agent from any obligation or liability which the Placement Agent may have on account of this Section 9.C. or otherwise to the Company, except to the extent the Placement Agent is materially prejudiced as a proximate result of such failure...

Indemnification of the Company. The Placement Without limiting the rights of the Company under applicable law, the Shareholder Servicing Agent agrees to will indemnify and hold the Company harmless from all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) from any Claim (a) resulting from (i) the bad faith or negligence of the Shareholder Servicing Agent, its officers, employees or agents, or (ii) any breach of applicable law by the Shareholder Servicing Agent, its officers, employees or agents, or (iii) any action of the Shareholder Servicing Agent, its officers, employees or agents which exceeds the legal authority of the Shareholder Servicing Agent or its authority hereunder, or (iv) any error or omission of the Shareholder Servicing Agent, its officers, employees or agents with respect to the purchase, redemption and transfer of Customers' Class B Shares or the Shareholder Servicing Agent's verification or guarantee of any Customer signature, and (b) not resulting from the Shareholder Servicing Agent's actions in accordance with written instructions reasonably believed by the Shareholder Servicing Agent to have been executed by any person duly authorized by the Company, its directorsor in reliance upon any instrument or stock certificate reasonably believed by the Shareholder Servicing Agent to have been genuine and signed, its officers who signed countersigned or executed by a person duly authorized by the Registration Statement and persons who control Company. In any case in which the Shareholder Servicing Agent may be asked to indemnify or hold the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all Liabilities, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in the Registration Statement, any Preliminary Prospectusharmless, the Disclosure Package or Prospectus or any amendment or supplement thereto, in reliance upon, and in strict conformity with, the Placement Agent’s Information. In case any action Shareholder Servicing Agent shall be brought advised of all pertinent facts concerning the situation in question and the Company shall use reasonable care to identify and notify the Shareholder Servicing Agent promptly concerning any situation which presents or appears likely to present a claim for indemnification against the Company or any other person so indemnified based on any Preliminary Prospectus, the Registration Statement, the Disclosure Package or Prospectus or any amendment or supplement thereto, and in respect of which indemnity may be sought against the Placement Shareholder Servicing Agent, the Placement . The Shareholder Servicing Agent shall have the rights option to defend the Company against any Claim which may be the subject of indemnification hereunder. In the event that the Shareholder Servicing Agent elects to defend against such Claim, the defense shall be conducted by counsel chosen by the Shareholder Servicing Agent and duties given satisfactory to the Company. The Company may retain additional counsel at its expense. Except with the prior written consent of the Shareholder Servicing Agent, and the Company and each other person so indemnified shall have the rights and duties given to the Placement Agent by the provisions of Section 9.B. The Company agrees promptly to notify the Placement Agent of the commencement of any litigation or proceedings against the Company or any of its officers, directors or any person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, in connection with the issuance and sale of the Securities or in connection with the Registration Statement, the Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus, provided, that failure by the Company so to notify the Placement Agent shall not relieve the Placement Agent from confess any obligation Claim or liability make any compromise in any case in which the Placement Shareholder Servicing Agent may have on account of this Section 9.C. or otherwise will be asked to indemnify the Company, except to the extent the Placement Agent is materially prejudiced as a proximate result of such failure...

Indemnification of the Company. The Placement Agent agrees Agents agree to indemnify and hold harmless the Company, its directors, its officers who signed the Registration Statement and persons who control the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all Liabilities, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in the Registration Statement, any Preliminary Prospectus, the Disclosure Package or Prospectus or any amendment or supplement thereto, in reliance upon, and in strict conformity with, the Placement Agent’s Agents’ Information. In case any action shall be brought against the Company or any other person so indemnified based on any Preliminary Prospectus, the Registration Statement, the Disclosure Package or Prospectus or any amendment or supplement thereto, and in respect of which indemnity may be sought against the Placement AgentAgents, the Placement Agent Agents shall have the rights and duties given to the Company, and the Company and each other person so indemnified shall have the rights and duties given to the Placement Agent Agents by the provisions of Section 9.B. The Company agrees promptly to notify the Placement Agent Agents of the commencement of any litigation or proceedings against the Company or any of its officers, directors or any person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, in connection with the issuance and sale of the Securities or in connection with the Registration Statement, the Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus, provided, that failure by the Company so to notify the Placement Agent Agents shall not relieve the Placement Agent Agents from any obligation or liability which the Placement Agent Agents may have on account of this Section 9.C. or otherwise to the Company, except to the extent the Placement Agent is Agents are materially prejudiced as a proximate result of such failure...

Indemnification of the Company. The Placement Agent Agents agrees to indemnify and hold harmless the Company, its directors, its officers who signed the Registration Statement and persons who control the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all Liabilities, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in the Registration Statement, any Preliminary Prospectus, the Disclosure Package or Prospectus or any amendment or supplement thereto, in reliance upon, and in strict conformity with, the Placement Agent’s Agent Information. In case any action shall be brought against the Company or any other person so indemnified based on any Preliminary Prospectus, the Registration Statement, the Disclosure Package or Prospectus or any amendment or supplement thereto, and in respect of which indemnity may be sought against the Placement AgentAgents, the Placement Agent Agents shall have the rights and duties given to the Company, and the Company and each other person so indemnified shall have the rights and duties given to the Placement Agent Agents by the provisions of Section 9.B. The Company agrees promptly to notify the Placement Agent Agents of the commencement of any litigation or proceedings against the Company or any of its officers, directors or any person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, in connection with the issuance and sale of the Securities or in connection with the Registration Statement, the Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus, provided, that failure by the Company so to notify the Placement Agent Agents shall not relieve the Placement Agent Agents from any obligation or liability which the Placement Agent Agents may have on account of this Section 9.C. or otherwise to the Company, except to the extent the Placement Agent is Agents are materially prejudiced as a proximate result of such failure...

Indemnification of the Company. The Placement Agent Each Underwriter, severally and not jointly, agrees to indemnify and hold harmless the Company, its directors, its officers who signed the Registration Statement and persons who control the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all Liabilities, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in the Registration Statement, any Preliminary Prospectus, the Pricing Disclosure Package or Prospectus or any amendment or supplement theretothereto or in any Issuer Free Writing Prospectus or in any application or other document or communication, in reliance upon, and in strict conformity with, the Placement Agent’s Underwriters’ Information. In case any action shall be brought against the Company or any other person so indemnified based on any Preliminary Prospectus, the Registration Statement, the Pricing Disclosure Package or Prospectus or any document in connection with the private placement of the Preferred Shares or any amendment or supplement theretothereto or any Issuer Free Writing Prospectus or in any application or other document or communication, and in respect of which indemnity may be sought against the Placement Agentany Underwriter, the Placement Agent such Underwriter shall have the rights and duties given to the Company, and the Company and each other person so indemnified shall have the rights and duties given to the Placement Agent several Underwriters by the provisions of Section 9.B. 5(b). The Company agrees promptly to notify the Placement Agent Representative of the commencement of any litigation or proceedings against the Company or any of its officers, directors or any person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, in connection with the issuance and sale of the Public Securities or the Preferred Shares or in connection with the Registration Statement, the Pricing Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus, provided, ; provided that failure by the Company so to notify the Placement Agent Representative shall not relieve the Placement Agent any Underwriter from any obligation or liability which the Placement Agent such Underwriter may have on account of this Section 9.C. 5 or otherwise to the Company, except to the extent the Placement Agent such Underwriter is materially prejudiced as a proximate result of such failure...

Indemnification of the Company. The Placement Without limiting the rights of the Company under applicable law, the Shareholder Servicing Agent agrees to will indemnify and hold the Company harmless from all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) from any Claim (a) resulting from (i) the bad faith or negligence of the Shareholder Servicing Agent, its officers, employees or agents, or (ii) any breach of applicable law by the Shareholder Servicing Agent, its officers, employees or agents, or (iii) any action of the Shareholder Servicing Agent, its officers, employees or agents which exceeds the legal authority of the Shareholder Servicing Agent or its authority hereunder, or (iv) any error or omission of the Shareholder Servicing Agent, its officers, employees or agents with respect to the purchase, redemption and transfer of Customers' Class A Shares or the Shareholder Servicing Agent's verification or guarantee of any Customer signature, and (b) not resulting from the Shareholder Servicing Agent's actions in accordance with written instructions reasonably believed by the Shareholder Servicing Agent to have been executed by any person duly authorized by the Company, its directorsor in reliance upon any instrument or stock certificate reasonably believed by the Shareholder Servicing Agent to have been genuine and signed, its officers who signed countersigned or executed by a person duly authorized by the Registration Statement and persons who control Company. In any case in which the Shareholder Servicing Agent may be asked to indemnify or hold the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all Liabilities, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in the Registration Statement, any Preliminary Prospectusharmless, the Disclosure Package or Prospectus or any amendment or supplement thereto, in reliance upon, and in strict conformity with, the Placement Agent’s Information. In case any action Shareholder Servicing Agent shall be brought advised of all pertinent facts concerning the situation in question and the Company shall use reasonable care to identify and notify the Shareholder Servicing Agent promptly concerning any situation which presents or appears likely to present a claim for indemnification against the Company or any other person so indemnified based on any Preliminary Prospectus, the Registration Statement, the Disclosure Package or Prospectus or any amendment or supplement thereto, and in respect of which indemnity may be sought against the Placement Shareholder Servicing Agent, the Placement . The Shareholder Servicing Agent shall have the rights option to defend the Company against any Claim which may be the subject of indemnification hereunder. In the event that the Shareholder Servicing Agent elects to defend against such Claim, the defense shall be conducted by counsel chosen by the Shareholder Servicing Agent and duties given satisfactory to the Company. The Company may retain additional counsel at its expense. Except with the prior written consent of the Shareholder Servicing Agent, and the Company and each other person so indemnified shall have the rights and duties given to the Placement Agent by the provisions of Section 9.B. The Company agrees promptly to notify the Placement Agent of the commencement of any litigation or proceedings against the Company or any of its officers, directors or any person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, in connection with the issuance and sale of the Securities or in connection with the Registration Statement, the Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus, provided, that failure by the Company so to notify the Placement Agent shall not relieve the Placement Agent from confess any obligation Claim or liability make any compromise in any case in which the Placement Shareholder Servicing Agent may have on account of this Section 9.C. or otherwise will be asked to indemnify the Company, except to the extent the Placement Agent is materially prejudiced as a proximate result of such failure...

Indemnification of the Company. The Placement Agent agrees Agents agree to indemnify and hold harmless the Company, its directors, its officers who signed the Registration Statement and persons who control the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all Liabilities, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in the Registration Statement, any Preliminary Prospectus, the Disclosure Package or Prospectus or any amendment or supplement thereto, in reliance upon, and in strict conformity with, the Placement Agent’s Agents’ Information. In case any action shall be brought against the Company or any other person so indemnified based on any Preliminary Prospectus, the Registration Statement, the Disclosure Package or Prospectus or any amendment or supplement thereto, and in respect of which indemnity may be sought against the Placement AgentAgents, the Placement Agent Agents shall have the rights and duties given to the Company, and the Company and each other person so indemnified shall have the rights and duties given to the Placement Agent Agents by the provisions of Section 9.B. The Company agrees promptly to notify each of the Placement Agent Agents of the commencement of any litigation or proceedings against the Company or any of its officers, directors or any person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, in connection with the issuance and sale of the Securities or in connection with the Registration Statement, the Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus, provided, ; provided that failure by the Company so to notify the Placement Agent Agents shall not relieve the Placement Agent Agents from any obligation or liability which the Placement Agent Agents may have on account of this Section 9.C. 9 or otherwise to the Company, except to the extent (and only to the Placement Agent extent) that its ability to assume the defense is materially prejudiced as a proximate result of actually impaired by such failure..failure or delay.

Indemnification of the Company. The Placement Agent agrees to indemnify and hold holds harmless the Company, its directors, its officers who signed the Registration Statement and persons who control the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all Liabilities, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in the Registration Statement, any Preliminary Prospectus, the Disclosure Package or Prospectus or any amendment or supplement thereto, in reliance upon, and in strict conformity with, the Placement Agent’s ’ Information. In case any action shall be brought against the Company or any other person so indemnified based on any Preliminary Prospectus, the Registration Statement, the Disclosure Package or Prospectus or any amendment or supplement thereto, and in respect of which indemnity may be sought against the Placement Agent, the Placement Agent shall have the rights and duties given to the Company, and the Company and each other person so indemnified shall have the rights and duties given to the Placement Agent by the provisions of Section 9.B. 9.2. The Company agrees promptly to notify each of the Placement Agent of the commencement of any litigation or proceedings against the Company or any of its officers, directors or any person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, in connection with the issuance and sale of the Securities or in connection with the Registration Statement, the Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus, provided, ; provided that failure by the Company so to notify the Placement Agent shall not relieve the Placement Agent from any obligation or liability which the Placement Agent may have on account of this Section 9.C. 9 or otherwise to the Company, except to the extent (and only to the Placement Agent extent) that its ability to assume the defense is materially prejudiced as a proximate result of actually impaired by such failure..failure or delay.

Indemnification of the Company. The Placement Agent agrees to indemnify and hold harmless the Company, its directors, its officers who signed the Registration Statement and persons who control the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all Liabilities, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in the Registration Statement, any Preliminary Prospectus, the Pricing Disclosure Package or Prospectus or any amendment or supplement thereto, in reliance upon, and in strict conformity with, the Placement Agent’s 's Information. In case any action shall be brought against the Company or any other person so indemnified based on any Preliminary Prospectus, the Registration Statement, the Pricing Disclosure Package or Prospectus or any amendment or supplement thereto, and in respect of which indemnity may be sought against the Placement Agent, the Placement Agent shall have the rights and duties given to the Company, and the Company and each other person so indemnified shall have the rights and duties given to the Placement Agent by the provisions of Section 9.B. The Company agrees promptly to notify the Placement Agent of the commencement of any litigation or proceedings against the Company or any of its officers, directors or any person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, in connection with the issuance and sale of the Securities or in connection with the Registration Statement, the Pricing Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus, provided, that failure by the Company so to notify the Placement Agent shall not relieve the Placement Agent from any obligation or liability which the Placement Agent may have on account of this Section 9.C. or otherwise to the Company, except to the extent the Placement Agent is materially prejudiced as a proximate result of such failure...

Indemnification of the Company. The Placement Agent agrees to indemnify and hold harmless the Company, its directors, its officers who signed the Registration Statement and persons who control the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all Liabilities, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in the Registration Statement, any Preliminary Prospectus, the Disclosure Package or Prospectus or any amendment or supplement thereto, in reliance upon, and in strict conformity with, the Placement Agent’s Agent Information. In case any action shall be brought against the Company or any other person so indemnified based on any Preliminary Prospectus, the Registration Statement, the Disclosure Package or Prospectus or any amendment or supplement thereto, and in respect of which indemnity may be sought against the Placement Agent, the Placement Agent shall have the rights and duties given to the Company, and the Company and each other person so indemnified shall have the rights and duties given to the Placement Agent by the provisions of Section 9.B. The Company agrees promptly to notify the Placement Agent of the commencement of any litigation or proceedings against the Company or any of its officers, directors or any person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, in connection with the issuance and sale of the Securities or in connection with the Registration Statement, the Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus, provided, that failure by the Company so to notify the Placement Agent shall not relieve the Placement Agent from any obligation or liability which the Placement Agent may have on account of this Section 9.C. or otherwise to the Company, except to the extent the Placement Agent is materially prejudiced as a proximate result of such failure...

Indemnification of the Company. The Placement Agent Each Underwriter, severally and not jointly, agrees to indemnify and hold harmless the Company, its directors, its officers who signed the Registration Statement and persons who control the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all Liabilitiesloss, liability, claim, damage and expense described in the foregoing indemnity from the Company to the several Underwriters, as incurred, but only with respect to such losses, liabilities, claims, damages and expenses (or actions in respect thereof) which arise out of or are based upon untrue statements or omissions, or alleged untrue statements or omissions made in the Registration Statement, any Preliminary Prospectus, the Pricing Disclosure Package or Prospectus or any amendment or supplement theretothereto or in any application, in reliance upon, and in strict conformity with, the Placement Agent’s Underwriters’ Information. In case any action shall be brought against the Company or any other person so indemnified based on any Preliminary Prospectus, the Registration Statement, the Pricing Disclosure Package or Prospectus or any amendment or supplement theretothereto or any application, and in respect of which indemnity may be sought against the Placement Agentany Underwriter, the Placement Agent such Underwriter shall have the rights and duties given to the Company, and the Company and each other person so indemnified shall have the rights and duties given to the Placement Agent several Underwriters by the provisions of Section 9.B. 5.1. The Company agrees promptly to notify the Placement Agent Representative of the commencement of any litigation or proceedings against the Company or any of its officers, directors or any person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, in connection with the issuance and sale of the Securities Shares or in connection with the Registration Statement, the Pricing Disclosure Package, the Prospectus Prospectus, or any Issuer Free Writing Prospectus, provided, that failure by the Company so to notify the Placement Agent shall not relieve the Placement Agent from Prospectus or any obligation or liability which the Placement Agent may have on account of this Section 9.C. or otherwise to the Company, except to the extent the Placement Agent is materially prejudiced as a proximate result of such failure..Written Testing-the-Waters Communication.

Indemnification of the Company. The Each Placement Agent agrees Agent, severally and not jointly, agree to indemnify and hold harmless the Company, its directors, its officers who signed the Registration Statement and persons who control the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all Liabilities, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in the Registration Statement, any Preliminary Prospectus, the Disclosure Package or Prospectus or any amendment or supplement thereto, in reliance upon, and in strict conformity with, the Placement Agent’s Information. In case any action shall be brought against the Company or any other person so indemnified based on any Preliminary Prospectus, the Registration Statement, the Disclosure Package or Prospectus or any amendment or supplement thereto, and in respect of which indemnity may be sought against the Placement AgentAgents, the Placement Agent Agents shall have the rights and duties given to the Company, and the Company and each other person so indemnified shall have the rights and duties given to the Placement Agent Agents by the provisions of Section 9.B. The Company agrees promptly to notify the Placement Agent Agents of the commencement of any litigation or proceedings against the Company or any of its officers, directors or any person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, in connection with the issuance and sale of the Securities or in connection with the Registration Statement, the Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus, provided, that failure by the Company so to notify the Placement Agent Agents shall not relieve the Placement Agent Agents from any obligation or liability which the Placement Agent Agents may have on account of this Section 9.C. or otherwise to the Company, except to the extent the Placement Agent is Agents are materially prejudiced as a proximate result of such failure... The obligation of each Placement Agent to indemnify the Company (including any controlling person, director or officer thereof) shall be limited to the amount of the commissions applicable to the Shares placed by such Placement Agent hereunder actually received by such Placement Agent.

Indemnification of the Company. The Placement Selling Agent agrees to indemnify and hold harmless the Company, its directors, its officers who signed the Registration Statement Offering Circular and persons who control the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all Liabilities, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in the Registration Statement, any Preliminary Prospectus, the Disclosure Package or Prospectus and the Final Offering Circular or any amendment or supplement thereto, in reliance upon, and in strict conformity with, the Placement Selling Agent’s Information. In case any action shall be brought against the Company or any other person so indemnified based on any Preliminary Prospectus, the Registration Statement, the Disclosure Package or Prospectus and the Final Offering Circular or any amendment or supplement thereto, and in respect of which indemnity may be sought against the Placement Selling Agent, the Placement Selling Agent shall have the rights and duties given to the Company, and the Company and each other person so indemnified shall have the rights and duties given to the Placement Selling Agent by the provisions of Section 9.B. The Company agrees promptly to notify the Placement Selling Agent of the commencement of any litigation or proceedings against the Company or any of its officers, directors or any person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, in connection with the issuance and sale of the Securities or in connection with the Registration Statement, Disclosure Package and the Disclosure Package, the Prospectus or any Issuer Free Writing ProspectusFinal Offering Circular, provided, that failure by the Company so to notify the Placement Selling Agent shall not relieve the Placement Selling Agent from any obligation or liability which the Placement Selling Agent may have on account of this Section 9.C. or otherwise to the Company, except to the extent the Placement Selling Agent is materially prejudiced as a proximate result of such failure... March 22, 2018

Indemnification of the Company. The Placement Agent agrees to indemnify and hold harmless the Company, its directors, its officers who signed the Registration Statement and persons who control the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all Liabilities, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in the Registration Statement, any the Preliminary Prospectus, the Disclosure Package or Prospectus or any amendment or supplement thereto, in reliance upon, and in strict conformity with, the Placement Agent’s Information. In case any action shall be brought against the Company or any other person so indemnified based on any the Preliminary Prospectus, the Registration Statement, the Disclosure Package or Prospectus or any amendment or supplement thereto, and in respect of which indemnity may be sought against the Placement Agent, the Placement Agent shall have the rights and duties given to the Company, and the Company and each other person so indemnified shall have the rights and duties given to the Placement Agent by the provisions of Section 9.B. The Company agrees promptly to notify the Placement Agent of the commencement of any litigation or proceedings against the Company or any of its officers, directors or any person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, in connection with the issuance and sale of the Securities or in connection with the Registration Statement, the Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus, provided, that failure by the Company so to notify the Placement Agent shall not relieve the Placement Agent from any obligation or liability which the Placement Agent may have on account of this Section 9.C. or otherwise to the Company, except to the extent the Placement Agent is materially prejudiced as a proximate result of such failure...

Indemnification of the Company. The Placement Agent Each Underwriter, severally and not jointly, agrees to indemnify and hold harmless the Company, its directors, its officers who signed the Registration Statement and persons who control the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all Liabilities, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in the Registration Statement, any Preliminary Prospectus, the Pricing Disclosure Package or Prospectus or any amendment or supplement thereto, in reliance upon, and in strict conformity with, the Placement Agent’s Underwriters’ Information. In case any action shall be brought against the Company or any other person so indemnified based on any Preliminary Prospectus, the Registration Statement, the Pricing Disclosure Package or Prospectus or any amendment or supplement thereto, and in respect of which indemnity may be sought against the Placement Agentany Underwriter, the Placement Agent such Underwriter shall have the rights and duties given to the Company, and the Company and each other person so indemnified shall have the rights and duties given to the Placement Agent several Underwriters by the provisions of Section 9.B. 5(b). The Company agrees promptly to notify the Placement Agent Representatives of the commencement of any litigation or proceedings against the Company or any of its officers, directors or any person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, in connection with the issuance and sale of the Public Securities or in connection with the Registration Statement, the Pricing Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus, provided, ; provided that failure by the Company so to notify the Placement Agent Representatives shall not relieve the Placement Agent any Underwriter from any obligation or liability which the Placement Agent such Underwriter may have on account of this Section 9.C. 5 or otherwise to the Company, except to the extent the Placement Agent such Underwriter is materially prejudiced as a proximate result of such failure...

Indemnification of the Company. The Placement Agent Each Underwriter, severally and not jointly, agrees to indemnify and hold harmless the Company, its directors, its officers who signed the Registration Statement and persons who control the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all Liabilities, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in the Registration StatementUnderwriters’ Information; provided, any Preliminary Prospectushowever, the Disclosure Package or Prospectus or any amendment or supplement thereto, total indemnity provided by the Underwriters hereunder in reliance upon, and the aggregate shall not exceed the Underwriters’ discount provided for in strict conformity with, the Placement Agent’s InformationSection 1(a)(i)(B). In case any action shall be brought against the Company or any other person so indemnified based on any Preliminary Prospectus, the Registration Statement, the Pricing Disclosure Package or Prospectus or any amendment or supplement theretothereto or in any application, and in respect of which indemnity may be sought against the Placement Agentany Underwriter, the Placement Agent such Underwriter shall have the rights and duties given to the Company, and the Company and each other person so indemnified shall have the rights and duties given to the Placement Agent several Underwriters by the provisions of Section 9.B. 5(a). The Company agrees promptly to notify the Placement Agent Representative of the commencement of any litigation or proceedings against the Company or any of its officers, directors or any person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, in connection with the issuance and sale of the Public Securities or in connection with the Registration Statement, the Pricing Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus, provided, ; provided that failure by the Company so to notify the Placement Agent Representative shall not relieve the Placement Agent any Underwriter from any obligation or liability which the Placement Agent such Underwriter may have on account of this Section 9.C. 5 or otherwise to the Company, except to the extent the Placement Agent such Underwriter is materially prejudiced as a proximate result of such failure...

Indemnification of the Company. The Placement Selling Agent agrees to indemnify and hold harmless the Company, its directors, its officers who signed the Registration Statement Offering Circular and persons who control the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all Liabilities, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in the Registration Statement, any Preliminary Prospectus, the Disclosure Package or Prospectus and the Final Offering Circular or any amendment or supplement thereto, in reliance upon, and in strict conformity with, the Placement Selling Agent’s Information. In case any action shall be brought against the Company or any other person so indemnified based on any Preliminary Prospectus, the Registration Statement, the Disclosure Package or Prospectus and the Final Offering Circular or any amendment or supplement thereto, and in respect of which indemnity may be sought against the Placement Selling Agent, the Placement Selling Agent shall have the rights and duties given to the Company, and the Company and each other person so indemnified shall have the rights and duties given to the Placement Selling Agent by the provisions of Section 9.B. The Company agrees promptly to notify the Placement Selling Agent of the commencement of any litigation or proceedings against the Company or any of its officers, directors or any person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, in connection with the issuance and sale of the Securities or in connection with the Registration Statement, Disclosure Package and the Disclosure Package, the Prospectus or any Issuer Free Writing ProspectusFinal Offering Circular, provided, that failure by the Company so to notify the Placement Selling Agent shall not relieve the Placement Selling Agent from any obligation or liability which the Placement Selling Agent may have on account of this Section 9.C. or otherwise to the Company, except to the extent the Placement Selling Agent is materially prejudiced as a proximate result of such failure... Page 13 March 22, 2018

Indemnification of the Company. The Placement Agent Each Underwriter, severally and not jointly, agrees to indemnify and hold harmless the Company, its directors, its officers who signed the Registration Statement officers, employees and persons who control the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all Liabilities, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in the Registration Statement, any Preliminary Prospectus, the Pricing Disclosure Package or Prospectus or any amendment or supplement theretothereto or in any application, in reliance upon, and in strict conformity with, the Placement Agent’s Underwriters’ Information. In case any action shall be brought against the Company or any other person so indemnified based on any Preliminary Prospectus, the Registration Statement, the Pricing Disclosure Package or Prospectus or any amendment or supplement theretothereto or in any application, and in respect of which indemnity may be sought against the Placement Agentany Underwriter, the Placement Agent such Underwriter shall have the rights and duties given to the Company, and the Company and each other person so indemnified shall have the rights and duties given to the Placement Agent several Underwriters by the provisions of Section 9.B. 5(a). The Company agrees promptly to notify the Placement Agent Representative of the commencement of any litigation or proceedings against the Company or any of its officers, directors or any person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, in connection with the issuance and sale of the Public Securities or in connection with the Registration Statement, the Pricing Disclosure Package, or the Prospectus or any Issuer Free Writing Prospectus, provided, ; provided that failure by the Company so to notify the Placement Agent Representative shall not relieve the Placement Agent any Underwriter from any obligation or liability which the Placement Agent such Underwriter may have on account of this Section 9.C. 5 or otherwise to the Company, except to the extent the Placement Agent such Underwriter is materially prejudiced as a proximate result of such failure...

Indemnification of the Company. The Placement Agent agrees to indemnify and hold harmless the Company, its directors, its officers who signed the Registration Statement and persons who control the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all Liabilities, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in the Registration Statement, any Preliminary Prospectus, the Disclosure Package or Prospectus or any amendment or supplement thereto, in reliance upon, and in strict conformity with, the Placement Agent’s ’ Information. In case any action shall be brought against the Company or any other person so indemnified based on any Preliminary Prospectus, the Registration Statement, the Disclosure Package or Prospectus or any amendment or supplement thereto, and in respect of which indemnity may be sought against the Placement Agent, the Placement Agent shall have the rights and duties given to the Company, and the Company and each other person so indemnified shall have the rights and duties given to the Placement Agent by the provisions of Section 9.B. 9.2. The Company agrees promptly to notify each of the Placement Agent of the commencement of any litigation or proceedings against the Company or any of its officers, directors or any person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, in connection with the issuance and sale of the Securities or in connection with the Registration Statement, the Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus, provided, ; provided that failure by the Company so to notify the Placement Agent shall not relieve the Placement Agent from any obligation or liability which the Placement Agent may have on account of this Section 9.C. 9 or otherwise to the Company, except to the extent (and only to the Placement Agent extent) that its ability to assume the defense is materially prejudiced as a proximate result of actually impaired by such failure..failure or delay.

Indemnification of the Company. The Placement Selling Agent agrees to indemnify and hold harmless the Company, its directors, its officers who signed the Registration Offering Statement and persons who control the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all Liabilities, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in the Registration Offering Statement, any Preliminary Prospectus, the Disclosure Package or Prospectus and the Final Offering Circular or any amendment or supplement thereto, in reliance upon, and in strict conformity with, the Placement Selling Agent’s Information. In case any action shall be brought against the Company or any other person so indemnified based on any Preliminary Prospectus, the Registration Offering Statement, the Disclosure Package or Prospectus and the Final Offering Circular or any amendment or supplement thereto, and in respect of which indemnity may be sought against the Placement Selling Agent, the Placement Selling Agent shall have the rights and duties given to the Company, and the Company and each other person so indemnified shall have the rights and duties given to the Placement Selling Agent by the provisions of Section 9.B. The Company agrees promptly to notify the Placement Selling Agent of the commencement of any litigation or proceedings against the Company or any of its officers, directors or any person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, in connection with the issuance and sale of the Securities or in connection with the Registration Offering Statement, the Disclosure Package, Package and the Prospectus or any Issuer Free Writing ProspectusFinal Offering Circular, provided, that failure by the Company so to notify the Placement Selling Agent shall not relieve the Placement Selling Agent from any obligation or liability which the Placement Selling Agent may have on account of this Section 9.C. or otherwise to the Company, except to the extent the Placement Selling Agent is materially prejudiced as a proximate result of such failure...

Indemnification of the Company. The Placement Agent agrees Agents agree to indemnify and hold harmless the Company, its directors, its officers who signed the Registration Statement and persons who control the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all Liabilities, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in the Registration Statement, any Preliminary Prospectus, the Disclosure Package or Prospectus or any amendment or supplement thereto, in reliance upon, and in strict conformity with, the Placement Agent’s Agents’ Information. In case any action shall be brought against the Company or any other person so indemnified based on any Preliminary Prospectus, the Registration Statement, the Disclosure Package or Prospectus or any amendment or supplement thereto, and in respect of which indemnity may be sought against the Placement AgentAgents, the Placement Agent Agents shall have the rights and duties given to the Company, and the Company and each other person so indemnified shall have the rights and duties given to the Placement Agent Agents by the provisions of Section 9.B. The Company agrees promptly to notify the Placement Agent Agents of the commencement of any litigation or proceedings against the Company or any of its officers, directors or any person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, in connection with the issuance and sale of the Securities or in connection with the Registration Statement, the Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus, provided, that failure by the Company so to notify the Placement Agent Agents shall not relieve the Placement Agent Agents from any obligation or liability which the Placement Agent Agents may have on account of this Section 9.C. or otherwise to the Company, except to the extent the Placement Agent is Agents are materially prejudiced as a proximate result of such failure..

Indemnification of the Company. The Placement Without limiting the rights of the Company under applicable law, the Shareholder Servicing Agent agrees to will indemnify and hold the Company harmless from all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) from any Claim (a) resulting from (i) the bad faith or negligence of the Shareholder Servicing Agent, its officers, employees or agents, or (ii) any breach of applicable law by the Shareholder Servicing Agent, its officers, employees or agents, or (iii) any action of the Shareholder Servicing Agent, its officers, employees or agents which exceeds the legal authority of the Shareholder Servicing Agent or its authority hereunder, or (iv) any error or omission of the Shareholder Servicing Agent, its officers, employees or agents with respect to the purchase, redemption and transfer of Customers' Class A shares or the Shareholder Servicing Agent's verification or guarantee of any Customer signature, and (b) not resulting from the Shareholder Servicing Agent's actions in accordance with written instructions reasonably believed by the Shareholder Servicing Agent to have been executed by any person duly authorized by the Company, its directorsor in reliance upon any instrument or stock certificate reasonably believed by the Shareholder Servicing Agent to have been genuine and signed, its officers who signed countersigned or executed by a person duly authorized by the Registration Statement and persons who control Company. In any case in which the Shareholder Servicing Agent may be asked to indemnify or hold the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all Liabilities, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in the Registration Statement, any Preliminary Prospectusharmless, the Disclosure Package or Prospectus or any amendment or supplement thereto, in reliance upon, and in strict conformity with, the Placement Agent’s Information. In case any action Shareholder Servicing Agent shall be brought advised of all pertinent facts concerning the situation in question and the Company shall use reasonable care to identify and notify the Shareholder Servicing Agent promptly concerning any situation which presents or appears likely to present a claim for indemnification against the Company or any other person so indemnified based on any Preliminary Prospectus, the Registration Statement, the Disclosure Package or Prospectus or any amendment or supplement thereto, and in respect of which indemnity may be sought against the Placement Shareholder Servicing Agent, the Placement . The Shareholder Servicing Agent shall have the rights option to defend the Company against any Claim which may be the subject of indemnification hereunder. In the event that the Shareholder Servicing Agent elects to defend against such Claim, the defense shall be conducted by counsel chosen by the Shareholder Servicing Agent and duties given satisfactory to the Company. The Company may retain additional counsel at its expense. Except with the prior written consent of the Shareholder Servicing Agent, and the Company and each other person so indemnified shall have the rights and duties given to the Placement Agent by the provisions of Section 9.B. The Company agrees promptly to notify the Placement Agent of the commencement of any litigation or proceedings against the Company or any of its officers, directors or any person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, in connection with the issuance and sale of the Securities or in connection with the Registration Statement, the Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus, provided, that failure by the Company so to notify the Placement Agent shall not relieve the Placement Agent from confess any obligation Claim or liability make any compromise in any case in which the Placement Shareholder Servicing Agent may have on account of this Section 9.C. or otherwise will be asked to indemnify the Company, except to the extent the Placement Agent is materially prejudiced as a proximate result of such failure...

Indemnification of the Company. The Placement Agent Each Underwriter, severally and not jointly, agrees to indemnify and hold harmless the Company, its directors, its officers who signed the Registration Statement and persons who control the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all Liabilitiesloss, liability, claim, damage and expense described in the foregoing indemnity from the Company to the several Underwriters, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made or incorporated by reference in the Registration Statement, any the Preliminary Prospectus, the Pricing Disclosure Package or Prospectus or any amendment or supplement theretothereto or in any application, in reliance upon, and in strict conformity with, the Placement Agent’s Underwriters’ Information. In case any action shall be brought against the Company or any other person so indemnified based on any the Preliminary Prospectus, the Registration Statement, the Pricing Disclosure Package or Prospectus or any amendment or supplement theretothereto or any document incorporated by reference therein or any application, and in respect of which indemnity may be sought against the Placement Agentany Underwriter, the Placement Agent such Underwriter shall have the rights and duties given to the Company, and the Company and each other person so indemnified shall have the rights and duties given to the Placement Agent several Underwriters by the provisions of Section 9.B. 5.1.2. The Company agrees promptly to notify the Placement Agent Representative of the commencement of any litigation or proceedings against the Company or any of its officers, directors or any person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, in connection with the issuance and sale of the Public Securities or in connection with the Registration Statement, the Pricing Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus, provided, that failure or the documents incorporated by the Company so to notify the Placement Agent shall not relieve the Placement Agent from any obligation or liability which the Placement Agent may have on account of this Section 9.C. or otherwise to the Company, except to the extent the Placement Agent is materially prejudiced as a proximate result of such failure..reference therein.

Indemnification of the Company. The Placement Without limiting the rights of the Company under applicable law, the Shareholder Servicing Agent agrees to will indemnify and hold the Company harmless from all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) from any Claim (a) resulting from (i) the bad faith or negligence of the Shareholder Servicing Agent, its officers, employees or agents, or (ii) any breach of applicable law by the Shareholder Servicing Agent, its officers, employees or agents, or (iii) any action of the Shareholder Servicing Agent, its officers, employees or agents which exceeds the legal authority of the Shareholder Servicing Agent or its authority hereunder, or (iv) any error or omission of the Shareholder Servicing Agent, its officers, employees or agents with respect to the purchase, redemption and transfer of Customers' Class B shares or the Shareholder Servicing Agent's verification or guarantee of any Customer signature, and (b) not resulting from the Shareholder Servicing Agent's actions in accordance with written instructions reasonably believed by the Shareholder Servicing Agent to have been executed by any person duly authorized by the Company, its directorsor in reliance upon any instrument or stock certificate reasonably believed by the Shareholder Servicing Agent to have been genuine and signed, its officers who signed countersigned or executed by a person duly authorized by the Registration Statement and persons who control Company. In any case in which the Shareholder Servicing Agent may be asked to indemnify or hold the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all Liabilities, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in the Registration Statement, any Preliminary Prospectusharmless, the Disclosure Package or Prospectus or any amendment or supplement thereto, in reliance upon, and in strict conformity with, the Placement Agent’s Information. In case any action Shareholder Servicing Agent shall be brought advised of all pertinent facts concerning the situation in question and the Company shall use reasonable care to identify and notify the Shareholder Servicing Agent promptly concerning any situation which presents or appears likely to present a claim for indemnification against the Company or any other person so indemnified based on any Preliminary Prospectus, the Registration Statement, the Disclosure Package or Prospectus or any amendment or supplement thereto, and in respect of which indemnity may be sought against the Placement Shareholder Servicing Agent, the Placement . The Shareholder Servicing Agent shall have the rights option to defend the Company against any Claim which may be the subject of indemnification hereunder. In the event that the Shareholder Servicing Agent elects to defend against such Claim, the defense shall be conducted by counsel chosen by the Shareholder Servicing Agent and duties given satisfactory to the Company. The Company may retain additional counsel at its expense. Except with the prior written consent of the Shareholder Servicing Agent, and the Company and each other person so indemnified shall have the rights and duties given to the Placement Agent by the provisions of Section 9.B. The Company agrees promptly to notify the Placement Agent of the commencement of any litigation or proceedings against the Company or any of its officers, directors or any person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, in connection with the issuance and sale of the Securities or in connection with the Registration Statement, the Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus, provided, that failure by the Company so to notify the Placement Agent shall not relieve the Placement Agent from confess any obligation Claim or liability make any compromise in any case in which the Placement Shareholder Servicing Agent may have on account of this Section 9.C. or otherwise will be asked to indemnify the Company, except to the extent the Placement Agent is materially prejudiced as a proximate result of such failure...

Indemnification of the Company. The Placement Agent agrees to indemnify and hold harmless the Company, its directors, its officers who signed the Registration Statement and persons who control the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all Liabilities, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in the Registration Statement, any Preliminary Prospectus, the Disclosure Package or Prospectus or any amendment or supplement thereto, in reliance upon, and in strict conformity with, the Placement Agent’s 's Information. In case any action shall be brought against the Company or any other person so indemnified based on any Preliminary Prospectus, the Registration Statement, the Disclosure Package or Prospectus or any amendment or supplement thereto, and in respect of which indemnity may be sought against the Placement Agent, the Placement Agent shall have the rights and duties given to the Company, and the Company and each other person so indemnified shall have the rights and duties given to the Placement Agent by the provisions of Section 9.B. The Company agrees promptly to notify the Placement Agent of the commencement of any litigation or proceedings against the Company or any of its officers, directors or any person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, in connection with the issuance and sale of the Securities or in connection with the Registration Statement, the Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus, provided, that failure by the Company so to notify the Placement Agent shall not relieve the Placement Agent from any obligation or liability which the Placement Agent may have on account of this Section 9.C. or otherwise to the Company, except to the extent the Placement Agent is materially prejudiced as a proximate result of such failure..