Common use of Indemnifications Clause in Contracts

Indemnifications. (a) The Company, or, in the case of Offered Debt Securities, the Issuers, jointly and severally, will indemnify and hold harmless each Underwriter, their respective officers and employees and each person, if any, who controls any Underwriter within the meaning of the Act, from and against any loss, claim, damage or liability, joint or several, or any action in respect thereof (including, but not limited to, any loss, claim, damage, liability or action relating to purchases and sales of Offered Securities), to which that Underwriter, officer, employee or controlling person may become subject, under the Act or otherwise, insofar as such loss, claim, damage, liability or action arises out of, or is based upon: any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus or in any amendment or supplement thereto, or the omission or alleged omission to state in the Prospectus or in any amendment or supplement thereto, any material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse each Underwriter, and each such officer, employee or controlling person promptly upon demand for any legal or other expenses reasonably incurred by that Underwriter, officer, employee or controlling person in connection with investigating or defending or preparing to defend against any such loss, claim damage, liability or action as such expenses are incurred; provided, however, that the Company, or, in the case of Offered Debt Securities, the Issuers, shall not be liable in any such case to the extent that any such loss, claim, damage, liability, or action arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement or the Prospectus or any such amendment or supplement in reliance upon and in conformity with written information concerning such Underwriter furnished to the Company, or, in the case of Offered Debt Securities, the Issuers, by any Representatives by or on behalf of any Underwriter specifically for inclusion therein; provided further that the Company, or, in the case of Offered Debt Securities, the Issuers, shall not be liable to any Underwriter under the indemnity agreement in this paragraph 6(a) with respect to the Prospectus to the extent that any such loss, claim, damage or liability of such Underwriters results from the fact that such Underwriter sold Offered Securities to a person as to whom there was not sent or given, at or prior to written confirmation of such sale, a copy of the Prospectus as then amended or supplemented if the Company, or, in the case of Offered Debt Securities, the Issuers, had previously furnished copies thereof in the quantity requested and in a timely manner in accordance with Section 3(c) hereof to such Underwriter and the loss, claim, damage or liability of such Underwriter results from an untrue statement or omission of a material fact contained in the Registration Statement and corrected in the Prospectus as amended or supplemented.

Indemnifications. (a) The CompanyBuyer hereby waives and agrees to protect, orindemnify, in the case of Offered Debt Securities, the Issuers, jointly and severally, will indemnify defend and hold the Released Parties free and harmless each Underwriter, their respective officers and employees and each person, if any, who controls any Underwriter within the meaning of the Act, from and against any lossand all losses, claimdamages, damage injuries, accidents, fires or liabilityother casualties, joint liabilities, claims, costs or several, or any action in respect thereof expenses (including, including but not limited to, reasonable attorneys’ fees) of any losskind or character to any person or property relating to Buyer’s due diligence activities on the Property and arising from or caused by (a) any use or misuse of the Property or other land by any of the Buyer or its duly authorized attorneys, claimagents, employees and contractors, or their respective agents, employees or subcontractors (Buyer and such other parties collectively referred to as the “Buyer Parties”); (b) any act or omission of any of the Buyer Parties; (c) any death, bodily injury, property damage, liability or action relating to purchases and sales of Offered Securities)accident, to which that Underwriter, officer, employee or controlling person may become subject, under the Act or otherwise, insofar as such loss, claim, damage, liability or action arises out offire, or is based upon: other casualty to or involving any untrue statement of the Buyer Parties or their property; (d) any violation or alleged untrue statement violation by any of a material fact contained in the Registration Statement Buyer Parties of any law, ordinance or regulation now or hereafter enacted; (e) any loss or theft whatsoever of any property or anything placed or stored by any of the Prospectus Buyer Parties on or in about the Property; and (f) any amendment breach of any of the Buyer Parties of any provision of this Agreement. The indemnity hereunder covers any losses, damages, injuries, accidents, fires or supplement theretoother casualties, liabilities, claims, costs or expenses (including but not limited to, reasonable attorneys’ fees) arising or accruing prior to, on or after the Effective Date. Buyer also hereby indemnifies, protects, defends and holds Seller and the Property free and harmless from and against any other claims arising from the negligence or willful misconduct of Buyer, Buyer’s agents, contractors or subcontractors, or the omission contractors or alleged omission to state in the Prospectus or in any amendment or supplement theretosubcontractors of such agents, any material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse each Underwriter, and each such officer, employee or controlling person promptly upon demand for any legal or other expenses reasonably incurred by that Underwriter, officer, employee or controlling person in connection with investigating Buyer’s entry or defending activities upon the Property. All indemnity obligations of Buyer hereunder cover and include any losses, damages, injuries, accidents, fires or preparing to defend against any such lossother casualties, claim damageliabilities, liability claims, costs or action as such expenses are incurred; provided(including but not limited to, howeverreasonable attorneys’ fees) arising or accruing prior to, that on or after the Company, or, in the case of Offered Debt Securities, the Issuers, shall not be liable in any such case to the extent that any such loss, claim, damage, liability, or action arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement or the Prospectus or any such amendment or supplement in reliance upon and in conformity with written information concerning such Underwriter furnished to the Company, or, in the case of Offered Debt Securities, the Issuers, by any Representatives by or on behalf of any Underwriter specifically for inclusion therein; provided further that the Company, or, in the case of Offered Debt Securities, the Issuers, shall not be liable to any Underwriter under the indemnity agreement in this paragraph 6(a) with respect to the Prospectus to the extent that any such loss, claim, damage or liability of such Underwriters results from the fact that such Underwriter sold Offered Securities to a person as to whom there was not sent or given, at or prior to written confirmation of such sale, a copy of the Prospectus as then amended or supplemented if the Company, or, in the case of Offered Debt Securities, the Issuers, had previously furnished copies thereof in the quantity requested and in a timely manner in accordance with Section 3(c) hereof to such Underwriter and the loss, claim, damage or liability of such Underwriter results from an untrue statement or omission of a material fact contained in the Registration Statement and corrected in the Prospectus as amended or supplementedEffective Date.

Indemnifications. (a) The CompanyIn connection with any Registration Statement filed pursuant to this Section 4.6, or, in the case of Offered Debt Securities, the Issuers, jointly and severally, will Buyer shall indemnify and hold harmless each UnderwriterHolder whose Buyers Shares are included in the Registration Statement, their respective officers each underwriter who may purchase from or sell any Buyers Shares for any such Holder and employees each person who controls any such Holder or any such underwriter, within the meaning of the Securities Act, from and against any and all losses, claims, damages and liabilities caused by any untrue statements or alleged untrue statement of a material fact contained in the Registration Statement or nay related state securities or blue sky applications or other instruments or caused by any omission or alleged omission to state in the Registration Statement or any related stated securities or blue sky applications or other instruments any material fact required to be stated or necessary to make the statement which are made not misleading, except insofar as such losses, claims, damages or liabilities are caused by any untrue statement or alleged untrue statement or omission or alleged omission based upon information furnished to Buyer by such Holder, underwriter or controlling person expressly for use in the Registration Statement or any related state securities or blue sky applications or other instruments. Each Holder whose Buyer Shares are included in any Registration Statement filed pursuant to this Section 4.6 shall indemnify Buyer, its directors, each officer signing the Registration Statement, each other person (including each other Holder) whose securities are included in the Registration Statement, each underwriter who may purchase from or sell any securities for Buyer or any other person pursuant to the Registration Statement and each person, if any, who controls Buyer, any Underwriter such other person or any such underwriter, within the meaning of the Securities Act, from and against any lossand all losses, claimclaims, damage or liability, joint or several, or any action in respect thereof (including, but not limited to, any loss, claim, damage, liability or action relating to purchases damages and sales of Offered Securities), to which that Underwriter, officer, employee or controlling person may become subject, under the Act or otherwise, insofar as such loss, claim, damage, liability or action arises out of, or is based upon: liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus nay related state securities or in blue sky applications or other instruments or caused by any amendment or supplement thereto, or the omission or alleged omission to state in the Prospectus Registration Statement or in any amendment related state securities or supplement thereto, blue sky applications or other instruments any material fact required to be stated therein or necessary to make the statements therein which are made not misleading, and shall reimburse each Underwriter, and each such officer, employee or controlling person promptly upon demand for any legal or other expenses reasonably incurred by that Underwriter, officer, employee or controlling person in connection with investigating or defending or preparing to defend against any such loss, claim damage, liability or action insofar as such expenses losses, claims, damages or liabilities are incurred; provided, however, that the Company, or, in the case of Offered Debt Securities, the Issuers, shall not be liable in any such case to the extent that any such loss, claim, damage, liability, or action arises out of or is based upon caused by any untrue statement or alleged untrue statement or omission or alleged omission made based upon information furnished by the Holder from whom indemnification is sought expressly for use in the Registration Statement or any related state securities or blue sky applications or other instruments. To the Prospectus extent the provisions contained in this Section 4.6 are in conflict with any indemnification provisions that are included in any underwriting agreement entered into by Buyer and one or more Holders with one or more underwriters in connection with any such amendment or supplement in reliance upon and in conformity with written information concerning such Underwriter furnished underwritten public offering registered under any Registration Statement filed pursuant to the Company, or, in the case of Offered Debt Securitiesthis Section 4.6, the Issuers, by any Representatives by or on behalf provisions of any Underwriter specifically the underwriting agreement shall govern. The indemnities provided for inclusion therein; provided further that the Company, or, this Section 4.6.6 shall be independent of an in the case of Offered Debt Securities, the Issuers, shall not be liable addition to any Underwriter under the other indemnity agreement in provisions of this paragraph 6(a) with respect to the Prospectus to the extent that any such loss, claim, damage or liability of such Underwriters results from the fact that such Underwriter sold Offered Securities to a person as to whom there was not sent or given, at or prior to written confirmation of such sale, a copy of the Prospectus as then amended or supplemented if the Company, or, in the case of Offered Debt Securities, the Issuers, had previously furnished copies thereof in the quantity requested and in a timely manner in accordance with Section 3(c) hereof to such Underwriter and the loss, claim, damage or liability of such Underwriter results from an untrue statement or omission of a material fact contained in the Registration Statement and corrected in the Prospectus as amended or supplementedAgreement.

Indemnifications. (a) The Each Investor, its Affiliates and its and their respective officers, directors, members, employees, managers, general partners, advisors and agents (each, an “Indemnitee”) shall be indemnified to the fullest extent permitted by law by the Company, or, in the case of Offered Debt Securities, the Issuers, jointly and severally, will indemnify for any and hold harmless each Underwriterall Losses to which such Indemnitees may become subject as a result of, their respective officers and employees and each personarising in connection with, if any, who controls or relating to any Underwriter within the meaning of the Act, from and against any loss, actual or threatened claim, damage or liabilitysuit, joint or severalaction, arbitration, cause of action, complaint, allegation, criminal prosecution, investigation, inquiry, demand letter, or proceeding, whether at law or at equity, direct or derivative and whether public or private, before or by any action in respect thereof Governmental Entity, any arbitrator or other tribunal (each, and including any appeals therefrom, an “Action”) by any third party (including, but not limited towithout limitation, any lossstockholder of the Company or any regulator and including Losses arising from Actions not directly against an Indemnitee, claim, damage, liability such as witness expenses or action relating responding to purchases and sales of Offered Securities), inquiries from a Governmental Entity) related to which that Underwriter, officer, employee or controlling person may become subject, under the Act or otherwise, insofar as such loss, claim, damage, liability or action arises out of, or is based upon: any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus or in any amendment or supplement thereto, or the omission or alleged omission to state in the Prospectus or in any amendment or supplement thereto, any material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse each Underwriter, and each such officer, employee or controlling person promptly upon demand for any legal or other expenses reasonably incurred by that Underwriter, officer, employee or controlling person in connection with investigating or defending or preparing to defend against any such loss, claim damage, liability or action as such expenses are incurredTransactions; provided, however, provided that the Company, or, in the case of Offered Debt Securities, the Issuers, shall not be liable in any such case to the extent that any such loss, claim, damage, liability, or action arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement or the Prospectus or any such amendment or supplement in reliance upon and in conformity with written information concerning such Underwriter furnished to the Company, or, in the case of Offered Debt Securities, the Issuers, by any Representatives by or on behalf of any Underwriter specifically for inclusion therein; provided further that the Company, or, in the case of Offered Debt Securities, the Issuers, Company shall not be liable to indemnify any Underwriter under the indemnity agreement in this paragraph 6(a) with respect to the Prospectus Indemnitee for any such Losses to the extent that such Losses (i) have resulted from an Investor’s breach of this Agreement, (ii) related to any such losstransaction or arrangement, claimincluding any financing or hedging arrangement or trading in Company Common Stock, damage or liability of such Underwriters results Investor or its Affiliates in connection with the applicable Investor’s or its Affiliates’ investment in the New Notes or (iii) have resulted from an Indemnitee’s willful misconduct or fraud in connection with the fact Transactions; provided, further, that the Company shall not be liable to indemnify an Indemnitee or its Affiliates and its and their respective officers, directors, members, employees, managers, general partners, advisors and agents under this Section 4.09 unless such Underwriter sold Offered Securities to a person as to whom there was not sent or givenIndemnitee provides notice of an Action for which indemnification is sought no later than six (6) months following the Closing Date, at or prior to written confirmation of such sale, a copy of the Prospectus as then amended or supplemented if in which case the Company’s indemnification obligations under this Section 4.09 shall cover such Action and any appeals therefrom. The parties agree, orfor the avoidance of doubt, that this Section 4.09 shall not apply to any matter for which indemnification is otherwise provided in the case of Offered Debt Securities, the Issuers, had previously furnished copies thereof in the quantity requested and in a timely manner in accordance with Section 3(c) hereof to such Underwriter and the loss, claim, damage or liability of such Underwriter results from an untrue statement or omission of a material fact contained in the Registration Statement and corrected in the Prospectus as amended or supplemented5.06.

Indemnifications. (a) The Company, or, in the case of Offered Debt Securities, the Issuers, jointly and severally, Company will indemnify and hold harmless each Underwriter, their respective officers and employees and each person, if any, who controls any Underwriter within the meaning of the Act, from and against any losslosses, claimclaims, damage damages or liabilityliabilities, joint or several, or any action in respect thereof (including, but not limited to, any loss, claim, damage, liability or action relating to purchases and sales of Offered Securities), to which that Underwriter, officer, employee or controlling person such Underwriter may become subject, under the Act or otherwise, insofar as such losslosses, claimclaims, damage, liability damages or action arises liabilities (or actions in respect thereof) arise out of, of or is are based upon: any upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement Statement, the Basic Prospectus, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus Prospectus, or in any amendment or supplement thereto, any Issuer Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Act, or arise out of or are based upon the omission or alleged omission to state in the Prospectus or in any amendment or supplement thereto, any therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall will reimburse each Underwriter, and each such officer, employee or controlling person promptly upon demand Underwriter for any legal or other expenses reasonably incurred by that Underwriter, officer, employee or controlling person such Underwriter in connection with investigating or defending or preparing to defend against any such loss, action or claim damage, liability or action as such expenses are incurred; provided, however, that the Company, or, in the case of Offered Debt Securities, the Issuers, Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability, damage or action liability arises out of or is based upon any an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement Statement, the Basic Prospectus, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus Prospectus, or any such amendment or supplement thereto, or any Issuer Free Writing Prospectus, in reliance upon and in conformity with written information concerning such Underwriter furnished to the Company, or, in the case of Offered Debt Securities, the Issuers, Company by any Representatives by or on behalf of any Underwriter specifically you expressly for inclusion use therein; provided further that the Company, or, in the case of Offered Debt Securities, the Issuers, shall not be liable to any Underwriter under the indemnity agreement in this paragraph 6(a) with respect to the Prospectus to the extent that any such loss, claim, damage or liability of such Underwriters results from the fact that such Underwriter sold Offered Securities to a person as to whom there was not sent or given, at or prior to written confirmation of such sale, a copy of the Prospectus as then amended or supplemented if the Company, or, in the case of Offered Debt Securities, the Issuers, had previously furnished copies thereof in the quantity requested and in a timely manner in accordance with Section 3(c) hereof to such Underwriter and the loss, claim, damage or liability of such Underwriter results from an untrue statement or omission of a material fact contained in the Registration Statement and corrected in the Prospectus as amended or supplemented.

Indemnifications. (a) The Company, or, in Company [and the case of Offered Debt Securities, the IssuersSelling Stockholders, jointly and severally, ] will indemnify and hold harmless each Underwriter, their respective officers and employees and each person, if any, who controls any Underwriter within the meaning of the Act, from and against any loss, claim, damage or liability, joint or several, or any action in respect thereof (including, but not limited to, any loss, claim, damage, liability or action relating to purchases and sales of Offered Securities), to which that Underwriter, officer, employee or controlling person may become subject, under the Act or otherwise, insofar as such loss, claim, damage, liability or action arises out of, or is based upon: (i) any breach of the representations and warranties of [the Company or such Selling Stockholder, as the case may be, contained herein; provided that the indemnity by the Company and the Selling Stockholders solely with respect to this clause (i) shall be several and not joint, (ii) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus or in any amendment or supplement thereto, or (iii) the omission or alleged omission to in the Prospectus, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state in the Prospectus or in any amendment or supplement thereto, therein any material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse each Underwriter, and each such officer, employee or controlling person promptly upon demand for any legal or other expenses reasonably incurred by that Underwriter, officer, employee or controlling person in connection with investigating or defending or preparing to defend against any such loss, claim damage, liability or action as such expenses are incurred; provided, however, that the Company, or, in Company [and the case of Offered Debt Securities, the Issuers, Selling Stockholders] shall not be liable in any such case to the extent that any such loss, claim, damage, liability, or action arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement or the Prospectus or any such amendment or supplement in reliance upon and in conformity with written information concerning such Underwriter furnished to the Company, or, in the case of Offered Debt Securities, the Issuers, Company by any Representatives by or on behalf of any Underwriter underwriter specifically for inclusion thereintherein consented to by it pursuant to Section 7 hereof; provided further that [neither] the Company, or, in the case of Offered Debt Securities, the Issuers, Company [nor any Selling Stockholder] shall not be liable to any Underwriter under the indemnity agreement in this paragraph 6(a) with respect to the Prospectus to the extent that any such loss, claim, damage or liability of such Underwriters results from the fact that such Underwriter sold Offered Securities to a person as to whom there was not sent or given, at or prior to written confirmation of such sale, a copy of the Prospectus as then amended or supplemented if the Company, or, in the case of Offered Debt Securities, the Issuers, Company had previously furnished copies thereof in the quantity requested and in a timely manner in accordance with Section 3(c) hereof to such Underwriter and the loss, claim, damage or liability of such Underwriter results from an untrue statement or omission of a material fact contained in the Registration Statement and corrected in the Prospectus as amended or supplemented.. If there are Selling Stockholders: Notwithstanding the foregoing provisions, the indemnity and contribution obligations of the Selling Stockholders shall be subject to the following additional limitations: (i) the Underwriters shall pursue and satisfy any and all claims arising under this Agreement or otherwise (collectively, "Claims") by seeking recovery from the Company prior to pursuing any Claim against the Selling Stockholders and the Underwriters shall thereafter be entitled to pursue any remaining unsatisfied Claims by seeking recovery from the Selling Stockholders only following the Company's failure to satisfy in full the Claims as a result of the Company's insolvency, bankruptcy or liquidation; (ii) the aggregate amount of any Selling Stockholder's indemnity and contribution obligations under this paragraph 6(a) shall not exceed the net cash proceeds received by such Selling Stockholder from its sale of Offered Securities in the offering after reduction for (A) taxes, (B) underwriting commissions and discounts, (C) other fees and expenses incurred by such Selling Stockholder relating to the offering, including legal and financial advisory fees, and (D) the aggregate amount of any and all direct and indirect costs or expenses incurred by such Selling Stockholder in defense or settlement of any other claim against it relating or attributable to the offering or the sale of Offered Securities by such Selling Stockholder thereunder, including without limitation claims under the Act; and (iii) the Selling Stockholders shall be liable under this paragraph 6(a) solely with respect to any untrue statement of material fact contained in the Registration Statement or Prospectus which was actually known by such Selling Stockholder as of the date of the Registration Statement or Prospectus (or such amendment or supplement thereto) to be untrue, or any omission to state a material fact which was actually known by such Selling Stockholder as of the date of the Registration Statement or the Prospectus (or such amendment or supplement thereto) to be necessary to make the statements contained in the Registration Statement or Prospectus (or such amendment or supplement thereto) in the light of the circumstances under which they were made, not misleading as of the date of the Registration Statement or Prospectus (or such amendment or supplement thereto). The provisions of this Section 6 shall constitute the sole and exclusive remedy available to the Underwriters with respect to any claims against the Selling Stockholders relating to the offering or sale of Offered Securities by such Selling Stockholders under the Terms Agreement;

Indemnifications. (a) The Company, or, in the case of Offered Debt Securities, the Issuers, jointly and severally, will Company agrees to indemnify and hold harmless each Underwriter, their respective officers and employees of you and each person, if any, person who controls any Underwriter of you within the meaning of Section 15 of the Act, from and Act against any lossand all losses, claimclaims, damage damages or liabilityliabilities, joint or several, to which you and they or any action in respect thereof of you or them may become subject under the Act, the Exchange Act or any other statute or common law, and to reimburse each of you and each such controlling person for any legal or other expenses (including, but not limited toto the extent hereinafter provided, reasonable counsel fees) incurred by you or them in connection with investigating any losssuch losses, claimclaims, damage, liability damages or action relating to purchases and sales of Offered Securities), to which that Underwriter, officer, employee liabilities or controlling person may become subject, under the Act or otherwisein connection with defending any actions, insofar as such losslosses, claimclaims, damagedamages, liability liabilities, expenses or action arises actions arise out of, of or is are based upon: upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement Statement, any preliminary prospectus or the Prospectus as amended or in supplemented (if any amendment amendments or supplement thereto, supplements thereto shall have been furnished) or the omission or alleged omission to state in the Prospectus or in any amendment or supplement thereto, any therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse each Underwriter, and each such officer, employee or controlling person promptly upon demand for any legal or other expenses reasonably incurred by that Underwriter, officer, employee or controlling person in connection with investigating or defending or preparing to defend against any such loss, claim damage, liability or action as such expenses are incurred; provided, however, that the Companyindemnity agreement contained in this subsection (a) shall not apply to any such losses, orclaims, damages, liabilities, expenses or actions arising out of, or based upon, any such untrue statement or alleged untrue statement, or any such omission or alleged omission, if such statement or omission was made in reliance upon written information furnished to the case Company by or on behalf of Offered Debt Securitiesany of you specifically for use in connection with the preparation of the Registration Statement, any preliminary prospectus, the IssuersProspectus or any amendment or supplement to any of them; and provided, further, that the indemnity agreement contained in this paragraph shall not inure to the benefit of any of you (or of any of your controlling persons) on account of any losses, claims, damages, liabilities, expenses or actions arising from the sale of any of the Securities to any person (i) if a copy of the Prospectus, as amended or supplemented (if any amendments or supplements thereto shall have been furnished), excluding any document incorporated by reference therein, shall not be liable in any have been sent or given to such case person with or prior to the extent that written confirmation of the sale involved, unless such failure is the result of non-compliance by the Company with Section 5(a) hereof or (ii) as to any preliminary prospectus, if a copy of the Prospectus, as the same may be amended or supplemented (if any amendments or supplements thereto shall have been furnished), excluding any document incorporated by reference therein, shall not have been sent or given to such lossperson within the time required by the Securities Act, claim, damage, liability, or action arises out of or is based upon any and the untrue statement or alleged untrue statement of a material fact or omission or alleged omission made to state a material fact in such preliminary prospectus was corrected in the Registration Statement Prospectus, unless such failure to send or give such copy of the Prospectus or any such amendment or supplement is the result of non-compliance by the Company with Section 5(a) hereof. The indemnity agreement of the Company contained in reliance upon this Section 8(a) and the representations and warranties of the Company contained in Section 1 hereof shall remain operative and in conformity with written information concerning such Underwriter furnished to the Companyfull force and effect, or, in the case regardless of Offered Debt Securities, the Issuers, by any Representatives investigation made by or on behalf of any Underwriter specifically for inclusion therein; provided further that of you or any such controlling person, and shall survive the Company, or, delivery of the Securities. The indemnity agreement of the Company contained in the case of Offered Debt Securities, the Issuers, this Section 8(a) shall not be liable in addition to any Underwriter under liability which the indemnity agreement in this paragraph 6(a) with respect Company may otherwise have to the Prospectus to the extent that any such loss, claim, damage or liability of such Underwriters results from the fact that such Underwriter sold Offered Securities to a person as to whom there was not sent or given, at or prior to written confirmation of such sale, a copy of the Prospectus as then amended or supplemented if the Company, or, in the case of Offered Debt Securities, the Issuers, had previously furnished copies thereof in the quantity requested and in a timely manner in accordance with Section 3(c) hereof to such Underwriter and the loss, claim, damage or liability of such Underwriter results from an untrue statement or omission of a material fact contained in the Registration Statement and corrected in the Prospectus as amended or supplementedindemnified party hereunder.

Indemnifications. Tenant shall be liable for, and shall indemnify, defend, protect and hold Landlord and Landlord's partners, officers, directors, employees, agents, successors and assigns (collectively, "LANDLORD INDEMNIFIED PARTIES") harmless from and against, any and all claims, damages, judgments, suits, causes of action, losses, liabilities and expenses, including attorneys' fees and court costs (collectively, "INDEMNIFIED CLAIMS"), arising or resulting from (a) The Companyany occurrence at the Premises following the date Landlord delivers possession of the Premises to Tenant, unless caused by the gross negligence or willful misconduct of Landlord or its agents, employees or contractors, (b) any act or omission of Tenant or any of Tenant's agents, employees, contractors, subtenants, assignees, licensees or, with respect to acts or omissions within the Premises only, Tenant's invitees (collectively, "TENANT PARTIES"); (c) the use of the Premises and Common Areas and conduct of Tenant's business by Tenant or any Tenant Parties, or any other activity, work or thing done, or caused by Tenant or any Tenant Parties, in or about the case of Offered Debt SecuritiesPremises, the IssuersBuilding or elsewhere on the Project; and/or (d) any default by Tenant of any obligations on Tenant's part to be performed under the terms of this Lease or the terms of any contract or agreement to which Tenant is a party or by which it is bound, jointly affecting this Lease or the Premises. In case any action or proceeding is brought against Landlord or any Landlord Indemnified Parties by reason of any such Indemnified Claims, Tenant, upon notice from Landlord, shall defend the same at Tenant's expense by counsel approved in writing by Landlord, which approval shall not be unreasonably withheld. Subject to Section 22 hereof, Landlord will be liable for, and severallyshall indemnify, will indemnify protect, defend and hold harmless each UnderwriterTenant and Tenant's partners, their respective officers officers, directors, employees, agents, successors and employees and each personassigns (collectively, if any, who controls any Underwriter within the meaning of the Act, "TENANT INDEMNIFIED PARTIES") from and against any lossand all Indemnified Claims (but excluding claims for consequential damages or lost profits) that arise or result solely from (a) any negligent or willful act or omission of Landlord, claimLandlord's agents, damage employees or liability, joint or severalcontractors, or (b) any action occurrence in respect thereof (includingthe Common Area not caused by Tenant or the Tenant Parties, but not limited to, any loss, claim, damage, only to the extent covered by the liability insurance maintained or action relating to purchases and sales of Offered Securities), to which that Underwriter, officer, employee or controlling person may become subject, under the Act or otherwise, insofar as such loss, claim, damage, liability or action arises out of, or is based upon: any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus or in any amendment or supplement thereto, or the omission or alleged omission to state in the Prospectus or in any amendment or supplement thereto, any material fact required to be stated therein or necessary maintained by Landlord pursuant to make the statements therein not misleading, and shall reimburse each Underwriter, and each such officer, employee or controlling person promptly upon demand for any legal or other expenses reasonably incurred by that Underwriter, officer, employee or controlling person in connection with investigating or defending or preparing to defend against any such loss, claim damage, liability or action as such expenses are incurred; provided, however, that the Company, or, in the case of Offered Debt Securities, the Issuers, shall not be liable in any such case to the extent that any such loss, claim, damage, liability, or action arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement or the Prospectus or any such amendment or supplement in reliance upon and in conformity with written information concerning such Underwriter furnished to the Company, or, in the case of Offered Debt Securities, the Issuers, by any Representatives by or on behalf of any Underwriter specifically for inclusion therein; provided further that the Company, or, in the case of Offered Debt Securities, the Issuers, shall not be liable to any Underwriter under the indemnity agreement in this paragraph 6(a) with respect to the Prospectus to the extent that any such loss, claim, damage or liability of such Underwriters results from the fact that such Underwriter sold Offered Securities to a person as to whom there was not sent or given, at or prior to written confirmation of such sale, a copy of the Prospectus as then amended or supplemented if the Company, or, in the case of Offered Debt Securities, the Issuers, had previously furnished copies thereof in the quantity requested and in a timely manner in accordance with Section 3(c) hereof to such Underwriter and the loss, claim, damage or liability of such Underwriter results from an untrue statement or omission of a material fact contained in the Registration Statement and corrected in the Prospectus as amended or supplementedLease.

Indemnifications. (a) The Company, or, in the case of Offered Debt Securities, the Issuers, jointly and severally, Company will indemnify and hold harmless each Underwriter, their respective officers and employees and each person, if any, who controls any the Underwriter within the meaning of the Act, from and against any losslosses, claimclaims, damage damages or liabilityliabilities, joint or several, or any action in respect thereof (including, but not limited to, any loss, claim, damage, liability or action relating to purchases and sales of Offered Securities), to which that Underwriter, officer, employee or controlling person the Underwriter may become subject, under the Act or otherwise, insofar as such losslosses, claimclaims, damage, liability damages or action arises liabilities (or actions in respect thereof) arise out of, of or is are based upon: any upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement Statement, the Basic Prospectus, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus Prospectus, or in any amendment or supplement thereto, any Issuer Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Act, or arise out of or are based upon the omission or alleged omission to state in the Prospectus or in any amendment or supplement thereto, any therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall will reimburse each Underwriter, and each such officer, employee or controlling person promptly upon demand the Underwriter for any legal or other expenses reasonably incurred by that Underwriter, officer, employee or controlling person the Underwriter in connection with investigating or defending or preparing to defend against any such loss, action or claim damage, liability or action as such expenses are incurred; provided, however, that the Company, or, in the case of Offered Debt Securities, the Issuers, Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability, damage or action liability arises out of or is based upon any an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement Statement, the Basic Prospectus, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus Prospectus, or any such amendment or supplement thereto, or any Issuer Free Writing Prospectus, in reliance upon and in conformity with written information concerning such Underwriter furnished to the Company, or, in the case of Offered Debt Securities, the Issuers, by any Representatives Company by or on behalf of the Underwriter or any Underwriter specifically Selling Stockholder expressly for inclusion use therein; provided further that the Company, or, in the case of Offered Debt Securities, the Issuers, shall not be liable to any Underwriter under the indemnity agreement in this paragraph 6(a) with respect to the Prospectus to the extent that any such loss, claim, damage or liability of such Underwriters results from the fact that such Underwriter sold Offered Securities to a person as to whom there was not sent or given, at or prior to written confirmation of such sale, a copy of the Prospectus as then amended or supplemented if the Company, or, in the case of Offered Debt Securities, the Issuers, had previously furnished copies thereof in the quantity requested and in a timely manner in accordance with Section 3(c) hereof to such Underwriter and the loss, claim, damage or liability of such Underwriter results from an untrue statement or omission of a material fact contained in the Registration Statement and corrected in the Prospectus as amended or supplemented.

Indemnifications. (a) The CompanyIn addition to all other obligations of Vendor set forth in this Agreement, orVendor will be liable for, in the case of Offered Debt Securities, the Issuers, jointly and severally, will indemnify and hold DFS harmless each Underwriterfor one hundred percent (100%) of any loss DFS suffers from DFS' purchase of Merchandise from Vendor and subsequent consignment of said Merchandise, which loss shall include, but not be limited to, all claims losses, liability, suits or damages sustained (including reasonable attorneys' fees) arising out of DFS' performance of the terms of or set forth in and/or contemplated by this Agreement, the Consignment Agreement and/or any other agreement, whether resulting from the following or otherwise: (i) damage to property, or injury to or death or persons, occasioned by or in connection with, the acts or omissions of Vendor, MRK, or either of their respective officers and agents, employees and each personor subcontractors, if anyor occasioned by the consigned Merchandise, who controls the use or presence thereof, or by any Underwriter within other act or omission actually or allegedly giving rise to liability on the meaning part of DFS, (ii) product liability claims relating to the Merchandise or any enhancements thereto (whether due to manufacturing or installation defects, failure to warn of potential hazards, design defects, claims or defenses asserted by any buyer of the ActMerchandise or otherwise), from and against (iii) claims based upon any lossexpress or implied warranty, claim, damage or liability, joint or several, or any action in respect thereof (including, but not limited to, any implied warranty of merchantability or fitness for a particular purpose, (iv) issues regarding the value, quality, condition, operation, or description of the consigned Merchandise (whether or not discoverable), and any other claim that such goods are defective or otherwise fail to perform to the provisions of the underlying contact, (v) any unauthorized release or delivery of the Merchandise to any party other than as provided herein, (vi) any theft or conversion of the Merchandise, (vii) any mysterious disappearance of the Merchandise, (viii) any damage or casualty loss, claim, damage, liability or action relating to purchases and sales of Offered Securities), to which that Underwriter, officer, employee or controlling person may become subject, under the Act or otherwise, insofar as such loss, claim, damage, liability or action arises out of, or is based upon: any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus or in any amendment or supplement thereto, or the omission or alleged omission to state in the Prospectus or in any amendment or supplement thereto, any material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse each Underwriter, and each such officer, employee or controlling person promptly upon demand for any legal or other expenses reasonably incurred by that Underwritershortage of the Merchandise, officer(ix) any patent, employee trade secret, copyright infringement or controlling person in connection with investigating or defending or preparing to defend against any such loss, other claim damage, liability or action as such expenses are incurred; provided, however, that the Company, or, in the case of Offered Debt Securities, the Issuers, shall not be liable in any such case to the extent that any such loss, claim, damage, liability, or action arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement or the Prospectus or any such amendment or supplement in reliance upon and in conformity with written information concerning such Underwriter furnished to the Company, or, in the case of Offered Debt Securities, the Issuers, by any Representatives by or on behalf of any Underwriter specifically for inclusion therein; provided further that the Company, or, in the case of Offered Debt Securities, the Issuers, shall not be liable to any Underwriter under the indemnity agreement in this paragraph 6(a) with respect to the Prospectus to the extent that third party proprietary rights, or any such lossother intellectual property claims (whether for patent, claimcopyright or trademark infringement or unauthorized use or sale or otherwise), damage (x) consumer protection or liability of such Underwriters results from the fact that such Underwriter sold Offered Securities to a person as to whom there was not sent deceptive trade practice claims, or given, at or prior to written confirmation of such sale, a copy of the Prospectus as then amended or supplemented if the Company, or, in the case of Offered Debt Securities, the Issuers, had previously furnished copies thereof in the quantity requested and in a timely manner in accordance with Section 3(c(xi) hereof to such Underwriter and the loss, claim, damage or liability of such Underwriter results from an untrue statement or omission of a material fact contained in the Registration Statement and corrected in the Prospectus as amended or supplementedantitrust claims.

Indemnifications. (a) The Company, or, in the case of Offered Debt Securities(i) In connection with any Registration Statement filed pursuant to Section 5.1 or 5.2 hereof, the Issuers, jointly and severally, will Company shall indemnify and hold harmless each UnderwriterStockholder (and its respective employees, their respective affiliates, trustees, partners, officers and employees directors) whose shares are being registered and any agent or investment advisor thereof, each underwriter who may purchase from or sell any Shares for such Stockholders and their agents and each person, if any, person who controls any Underwriter the Stockholders or underwriter, within the meaning of the ActSecurities Act (and its respective employees, affiliates, trustees, partners, offices and directors), from and against any lossand all losses, claimclaims, damage damages, expenses and liabilities caused by or liability, joint or several, or any action in respect thereof (including, but not limited to, any loss, claim, damage, liability or action relating to purchases and sales arising out of Offered Securities), to which that Underwriter, officer, employee or controlling person may become subject, under the Act or otherwise, insofar as such loss, claim, damage, liability or action arises out of, or is based upon: any untrue statement or alleged untrue statement of a material fact contained in the such Registration Statement Statement, prospectus, preliminary prospectus, or the Prospectus or in any amendment or supplement theretoto any of the foregoing, or the in any related state securities or blue sky applications or other instruments or caused by or arising out of any omission or alleged omission to state in the Prospectus such Registration Statement, prospectus, preliminary prospectus, or in any amendment or supplement theretoto any of the foregoing, or any related state securities or blue sky applications or other instruments any material fact required to be stated therein or necessary to make the statements therein which are made not misleading, except insofar as such losses, claims, damages, expenses or liabilities are caused by or arise out of any such untrue statement or by any such omission that was made in reliance upon and shall reimburse each Underwriterin strict conformity with information that was furnished in writing to the Company by such Stockholder (or its officers or directors), and each such officer, employee underwriter or controlling person promptly upon demand expressly for use in such Registration Statement or any related state securities or blue sky applications or other instruments and was used in accordance with such writing, and the Company will pay to each such indemnified party, as incurred, any legal or other expenses reasonably incurred by that Underwriter, officer, employee or controlling person them in connection with investigating or defending or preparing to defend against any such loss, claim damage, liability or action as such expenses are incurred; provided, however, that the Company, or, in the case of Offered Debt Securities, the Issuers, shall not be liable in any such case to the extent that any such loss, claim, damage, expense or liability; provided, or action arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement or the Prospectus or any such amendment or supplement in reliance upon and in conformity with written information concerning such Underwriter furnished to the Companyhowever, or, in the case of Offered Debt Securities, the Issuers, by any Representatives by or on behalf of any Underwriter specifically for inclusion therein; provided further that the Company, or, in the case of Offered Debt Securities, the Issuers, shall not be liable to any Underwriter under the indemnity agreement contained in this paragraph 6(aSection 5.8(a)(i) with respect shall not apply to the Prospectus to the extent that amounts paid in settlement of any such loss, claim, damage damage, liability or liability of action if such Underwriters results from settlement is effected without the fact that such Underwriter sold Offered Securities to a person as to whom there was not sent or given, at or prior to written confirmation of such sale, a copy consent of the Prospectus as then amended or supplemented if the Company, or, in the case of Offered Debt Securities, the Issuers, had previously furnished copies thereof in the quantity requested and in a timely manner in accordance with Section 3(c) hereof to such Underwriter and the loss, claim, damage or liability of such Underwriter results from an untrue statement or omission of a material fact contained in the Registration Statement and corrected in the Prospectus as amended or supplementedCompany (which consent shall not be unreasonably withheld).

Indemnifications. (a) The CompanyIn connection with any Registration ---------------- Statement filed pursuant to this Section 5.5, or, in the case of Offered Debt Securities, the Issuers, jointly and severally, will Transferee shall indemnify and hold harmless each UnderwriterHolder whose Transferee Shares are included in the Registration Statement, their respective officers each underwriter who may purchase from or sell any Transferee Shares for any such Holder and employees each person who controls any such Holder or any such underwriter, within the meaning of the Securities Act, from and against any and all losses, claims, damages and liabilities caused by any untrue statements or alleged untrue statement of a material fact contained in the Registration Statement or any related state securities or blue sky applications or other instruments or caused by any omission or alleged omission to state in the Registration Statement or any related state securities or blue sky applications or other instruments any material fact required to be stated or necessary to make the statements which are made not misleading, except insofar as such losses, claims, damages or liabilities are caused by any untrue statement or alleged untrue statement or omission or alleged omission based upon information furnished to Transferee by such Holder, underwriter or controlling person expressly for use in the Registration Statement or any related state securities or blue sky applications or other instruments. Each Holder whose Transferee Shares are included in any Registration Statement filed pursuant to this Section 5.5 shall indemnify Transferee, its directors, each officer signing the Registration Statement, each other person (including each other Holder) whose securities are included in the Registration Statement, each underwriter who may purchase from or sell any securities for Transferee or any other person pursuant to the Registration Statement and each person, if any, who controls Transferee, any Underwriter such other person or any such underwriter, within the meaning of the Securities Act, from and against any lossand all losses, claimclaims, damage or liability, joint or several, or any action in respect thereof (including, but not limited to, any loss, claim, damage, liability or action relating to purchases damages and sales of Offered Securities), to which that Underwriter, officer, employee or controlling person may become subject, under the Act or otherwise, insofar as such loss, claim, damage, liability or action arises out of, or is based upon: liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus any related state securities or in blue sky applications or other instruments or caused by any amendment or supplement thereto, or the omission or alleged omission to state in the Prospectus Registration Statement or in any amendment related state securities or supplement thereto, blue sky applications or other instruments any material fact required to be stated therein or necessary to make the statements therein which are made not misleading, and shall reimburse each Underwriter, and each such officer, employee or controlling person promptly upon demand for any legal or other expenses reasonably incurred by that Underwriter, officer, employee or controlling person in connection with investigating or defending or preparing to defend against any such loss, claim damage, liability or action insofar as such expenses losses, claims, damages or liabilities are incurred; provided, however, that the Company, or, in the case of Offered Debt Securities, the Issuers, shall not be liable in any such case to the extent that any such loss, claim, damage, liability, or action arises out of or is based upon caused by any untrue statement or alleged untrue statement or omission or alleged omission made based upon information furnished by the Holder from whom indemnification is sought expressly for use in the Registration Statement or any related state securities or blue sky applications or other instruments. To the Prospectus extent the provisions contained in this Section 5.5.7 are in conflict with any indemnification provisions that are included in any underwriting agreement entered into by Transferee and one or more Holders with one or more underwriters in connection with any such amendment or supplement underwritten public offering registered under any Registration Statement filed pursuant to this Section 5.5, the provisions of the underwriting agreement shall govern. The indemnities provided for in reliance upon this Section 5.5.7 shall be independent of and in conformity with written information concerning such Underwriter furnished to the Company, or, in the case of Offered Debt Securities, the Issuers, by any Representatives by or on behalf of any Underwriter specifically for inclusion therein; provided further that the Company, or, in the case of Offered Debt Securities, the Issuers, shall not be liable addition to any Underwriter under the other indemnity agreement in provision of this paragraph 6(a) with respect to the Prospectus to the extent that any such loss, claim, damage or liability of such Underwriters results from the fact that such Underwriter sold Offered Securities to a person as to whom there was not sent or given, at or prior to written confirmation of such sale, a copy of the Prospectus as then amended or supplemented if the Company, or, in the case of Offered Debt Securities, the Issuers, had previously furnished copies thereof in the quantity requested and in a timely manner in accordance with Section 3(c) hereof to such Underwriter and the loss, claim, damage or liability of such Underwriter results from an untrue statement or omission of a material fact contained in the Registration Statement and corrected in the Prospectus as amended or supplementedAgreement.

Indemnifications. (a) The Company, or, in the case of Offered Debt Securities, the Issuers, jointly and severally, will Corporation shall indemnify and hold harmless each Underwriter, their respective officers and employees the Warrantee and each person, if any, who controls any Underwriter the Warrantee within the meaning of the Securities Act of 1933, as amended (the "Securities Act, ") from and against any lossand all losses, claimclaims, damage damages, expenses or liabilityliabilities, joint or and several, or any action in respect thereof (including, but not limited to, any loss, claim, damage, liability or action relating to purchases and sales of Offered Securities), to which that Underwriter, officer, employee they or controlling person any of them may become subject, subject under the Securities Act or under any other statute or at common law or otherwise, and, except as hereinafter provided, will reimburse the Warrantee and each such controlling person, if any, for any legal or other expenses reasonably incurred by any of them in connection with investigating or defending any actions, whether or not resulting in any liability, insofar as such losslosses, claimclaims, damagedamages, liability expenses, liabilities or action arises actions arise out of, of or is are based upon: upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement registration statement, any preliminary prospectus or the Prospectus final prospectus (or in any amendment the registration statement or supplement thereto, prospectus as from time to time amended or supplemented by the Corporation) or arise out of or are based upon the omission or alleged omission to state in the Prospectus or in any amendment or supplement thereto, any therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, and shall reimburse each Underwriter, and each unless such officer, employee or controlling person promptly upon demand for any legal or other expenses reasonably incurred by that Underwriter, officer, employee or controlling person in connection with investigating or defending or preparing to defend against any such loss, claim damage, liability or action as such expenses are incurred; provided, however, that the Company, or, in the case of Offered Debt Securities, the Issuers, shall not be liable in any such case to the extent that any such loss, claim, damage, liability, or action arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement or the Prospectus or any such amendment or supplement in reliance upon and in conformity with written information concerning such Underwriter furnished in writing to the CompanyCorporation in connection therewith by the Warrantee expressly for use therein. Promptly after receipt by the Warrantee or any person controlling the Warrantee of notice of the commencement of any action in respect of which indemnity may be sought against the Corporation, orthe Warrantee will notify the Corporation in writing of the commencement thereof, and, subject to the provisions hereinafter stated, the Corporation shall assume the defense of such action (including the employment of counsel, who shall be counsel satisfactory to the Warrantee or such person, as the case may be, and the payment of legal expenses), insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Corporation. The Warrantee or any such controlling person shall have the right to employ separate counsel in any such action and to participate in the case defense thereof but the fees and expenses of Offered Debt Securitiessuch counsel shall not be at the expense of the Corporation unless the employment of such counsel has been specifically authorized by the Corporation, which authorization shall be given whenever the Issuersparty seeking indemnity has been advised by its counsel that one or more legal defenses may be available to it that are not available to the Corporation or that for other reasons separate representation may be necessary, by any Representatives by or on behalf of any Underwriter specifically for inclusion therein; provided further that the Company, or, in the case of Offered Debt Securities, the Issuers, to avoid a conflict. The Corporation shall not be liable to indemnify any Underwriter under the indemnity agreement in this paragraph 6(a) with respect to the Prospectus to the extent that person for any settlement of any such loss, claim, damage or liability of such Underwriters results from action effected without the fact that such Underwriter sold Offered Securities to a person as to whom there was not sent or given, at or prior to written confirmation of such sale, a copy consent of the Prospectus as then amended or supplemented if the Company, or, in the case of Offered Debt Securities, the Issuers, had previously furnished copies thereof in the quantity requested and in a timely manner in accordance with Section 3(c) hereof to such Underwriter and the loss, claim, damage or liability of such Underwriter results from an untrue statement or omission of a material fact contained in the Registration Statement and corrected in the Prospectus as amended or supplementedCorporation.

Indemnifications. (a) The CompanyTo the fullest extent permitted by law and subject to the express limitations set forth in Section 18-108 of the Delaware Limited Liability Company Act (and, or, in to the case extent applicable by virtue of Offered Debt Securitiesthe Section 18-108 of the Delaware Limited Liability Company Act, the Issuersapplicable provisions of the Delaware General Corporation Law), jointly and severally, will the Company shall indemnify and hold harmless each Underwriter, their respective officers and employees and each person, if any, who controls any Underwriter within the meaning of the Act, Covered Person from and against any lossand all losses, claims, damages, liabilities, judgments, penalties (including excise and similar taxes), fines, settlements and reasonable expenses (including court costs and attorney’s fees) actually incurred by such Covered Person in connection with any threatened, pending or completed claim, damage demand, action, suit or liabilityproceeding, joint whether civil, criminal, administrative, arbitrative or severalinvestigative, any appeal in such a claim, demand, action, suit or proceeding and any inquiry or investigation that could lead to such a claim, demand, action, suit or proceeding (any such claim, demand, action, suit, proceeding, appeal, inquiry or investigation being hereinafter referred to as a “Proceeding”), in which such Covered Person was, is or is threatened to be made a named defendant or respondent as a result of or based upon his or its status as a Covered Person or any action or omission taken by him or it in respect thereof (includinghis or its capacity as such, but not limited toregardless of whether any of said losses, any lossclaims, claimdamages, damageliabilities, liability judgments, penalties, fines, settlements or action relating to purchases and sales expenses resulted from the negligence or other fault of Offered Securities)such Covered Person. Notwithstanding the foregoing, to which the extent required under Section 18-108 of the Delaware Limited Liability Company Act (and, to the extent applicable by virtue of the Section 18-108 of the Delaware Limited Liability Company Act, the applicable provisions of the Delaware General Corporation Law) no Covered Person shall be indemnified and held harmless unless a determination is made in accordance with paragraph (c) below that Underwritersuch Covered Person (i) conducted himself or itself in good faith, officer, employee (ii) reasonably believed that his or controlling person may become subject, under its conduct was not adverse to the Act or otherwise, insofar as such loss, claim, damage, liability or action arises out of, or is based upon: any untrue statement or alleged untrue statement interests of a material fact contained in the Registration Statement or the Prospectus or in any amendment or supplement thereto, or the omission or alleged omission to state in the Prospectus or in any amendment or supplement thereto, any material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse each Underwriter, and each such officer, employee or controlling person promptly upon demand for any legal or other expenses reasonably incurred by that Underwriter, officer, employee or controlling person in connection with investigating or defending or preparing to defend against any such loss, claim damage, liability or action as such expenses are incurred; provided, however, that the Company, or, Company (in the case of Offered Debt Securities, the Issuers, shall conduct by a Covered Person in his or its official capacity) or at least not be liable in any such case opposed to the extent that any such loss, claim, damage, liability, or action arises out best interests of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission made the Company (in the Registration Statement or the Prospectus or any such amendment or supplement in reliance upon all other cases) and in conformity with written information concerning such Underwriter furnished to the Company, or, (iii) in the case of Offered Debt Securitiesa criminal Proceeding, the Issuershad no reasonable cause to believe that his or its conduct was unlawful. The termination of any Proceeding by judgment, by any Representatives by order, settlement, conviction or on behalf a plea of any Underwriter specifically for inclusion therein; provided further that the Company, or, in the case of Offered Debt Securities, the Issuers, nolo contendere or its equivalent shall not of itself be liable to any Underwriter under determinative that a Covered Person did not meet the indemnity agreement requirements set forth in this paragraph 6(a) with respect to the Prospectus to the extent that any such loss, claim, damage or liability of such Underwriters results from the fact that such Underwriter sold Offered Securities to a person as to whom there was not sent or given, at or prior to written confirmation of such sale, a copy of the Prospectus as then amended or supplemented if the Company, or, in the case of Offered Debt Securities, the Issuers, had previously furnished copies thereof in the quantity requested and in a timely manner in accordance with Section 3(c) hereof to such Underwriter and the loss, claim, damage or liability of such Underwriter results from an untrue statement or omission of a material fact contained in the Registration Statement and corrected in the Prospectus as amended or supplemented(a).