Common use of Indemnification of the QIU Clause in Contracts

Indemnification of the QIU. Without limitation and in addition to its obligation under the other subsections of this Section 9, the Company agrees to indemnify and hold harmless the QIU, its officers and employees and each person, if any, who controls the QIU within the meaning of the Securities Act or the Exchange Act from and against any loss, claim, damage, liability or expense, as incurred, arising out of or based upon the QIU’s acting as a “qualified independent underwriter” (within the meaning of FINRA Conduct Rule 5121) in connection with the offering contemplated by this Agreement, and agrees to reimburse each such indemnified person for any legal or other expense reasonably incurred by them in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability or expense results from the gross negligence or willful misconduct of the QIU. Notwithstanding anything contained herein to the contrary, if indemnity may be sought pursuant to this Section 9(e) in respect of such action, then in addition to such separate firm for any indemnified parties other than the QIU and the controlling persons specified below, the indemnifying party shall be liable for the reasonable fees and expenses of not more than one separate firm (in addition to any local counsel) for Xxxxxxx & Company International in its capacity as QIU and all persons, if any, who control Xxxxxxx & Company International within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, if, in the reasonable judgment of the QIU, there may exist a conflict of interest between the QIU and such other indemnified parties. Any such separate counsel shall be designated in writing by the QIU.

Indemnification of the QIU. Without limitation and in addition to its obligation their obligations under the other subsections of this Section 98, the Company agrees and the Guarantors, jointly and severally, agree to indemnify and hold harmless the QIU, its officers affiliates, directors, officers, employees and employees agents, and each person, if any, who controls the QIU within the meaning of the Securities Act or the Exchange Act Act, from and against any loss, claim, damage, liability or expense, as incurred, arising to which the QIU or such affiliate, director, officer, employee, agent or controlling person may become subject, insofar as such loss, claim, damage, liability or expense (or action in respect thereof) arises out of or is based upon the QIU’s acting (or alleged failure to act) as a “qualified independent underwriter” (within the meaning of FINRA Conduct Rule 51215121(f)(12) of FINRA) in connection with the offering contemplated by this Agreement, and agrees agree to reimburse the QIU, its affiliates, directors, officers, employees and agents and each such indemnified controlling person for any and all legal or other expense reasonably expenses (including the fees and disbursements of counsel chosen by the QIU) incurred by them the QIU or such affiliate, director, officer, employee, agent or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the Company and the Guarantors shall not be liable in any such case to the extent that any such loss, claim, damage, liability or expense results solely from the gross negligence or willful misconduct of the QIU. Notwithstanding anything contained herein If the indemnification provided for in this Section 8(e) is unavailable or insufficient to hold harmless an indemnified party in respect of losses, claims, damages, liabilities of expenses referred to in the prior sentence, then the Company and the Guarantors shall contribute to the contraryamount paid or payable by such indemnified party as a result of the losses, if indemnity may be sought claims, damages, liabilities or expenses, based on the factors described in Section 8(d) above; provided, however, that (i) the relative benefits received by the QIU in connection with the offering of the Securities pursuant to this Agreement shall, for purposes of Section 9(e) in respect of such action8(d), then in addition be deemed to such separate firm for any indemnified parties other than be equal to the QIU and the controlling persons specified below, the indemnifying party shall be liable for the reasonable fees and expenses of not more than one separate firm (in addition to any local counsel) for Xxxxxxx & Company International in its capacity as QIU and all personscompensation, if any, who control Xxxxxxx & Company International within received by the meaning QIU solely for acting in such capacity and (ii) notwithstanding the provisions of either Section 15 8(d), the QIU shall not be required to contribute any amount in excess of the Securities Act or Section 20 of the Exchange Actcompensation, ifif any, in the reasonable judgment of the QIU, there may exist a conflict of interest between received by the QIU and solely for acting in such other indemnified parties. Any such separate counsel shall be designated in writing by the QIUcapacity.

Indemnification of the QIU. Without limitation and in addition to its obligation their obligations under the other subsections of this Section 98, the Company agrees and the Guarantor, jointly and severally, agree to indemnify and hold harmless the QIU, its officers directors, officers, employees and employees agents, and each person, if any, who controls the QIU within the meaning of the Securities Act or the Exchange Act Act, from and against any loss, claim, damage, liability or expense, as incurred, arising to which the QIU or such director, officer, employee, agent or controlling person may become subject, insofar as such loss, claim, damage, liability or expense (or action in respect thereof) arises out of or is based upon the QIU’s acting (or alleged failure to act) as a “qualified independent underwriter” (within the meaning of FINRA Conduct Rule 51215121(f)(12) of FINRA) in connection with the offering contemplated by this Agreement, and agrees agree to reimburse the QIU, its directors, officers, employees and agents and each such indemnified controlling person for any and all legal or other expense expenses (including the fees and disbursements of counsel chosen by the QIU (it being understood, however, that the indemnifying party shall not be liable for the expenses of more than one separate counsel (other than local counsel)) reasonably incurred by them the QIU or such director, officer, employee, agent or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the Company and the Guarantor shall not be liable in any such case to the extent that any such loss, claim, damage, liability or expense results solely from the gross negligence or willful misconduct of the QIU. Notwithstanding anything contained herein If the indemnification provided for in this Section 8(e) is unavailable or insufficient to hold harmless an indemnified party in respect of losses, claims, damages, liabilities of expenses referred to in the prior sentence, then the Company and the Guarantor shall contribute to the contraryamount paid or payable by such indemnified party as a result of the losses, if indemnity may be sought claims, damages, liabilities or expenses, based on the factors described in Section 9 below; provided, however, that (i) the relative benefits received by the QIU in connection with the offering of the Securities pursuant to this Agreement shall, for purposes of Section 9(e) in respect of such action9, then in addition be deemed to such separate firm for any indemnified parties other than be equal to the QIU and the controlling persons specified below, the indemnifying party shall be liable for the reasonable fees and expenses of not more than one separate firm (in addition to any local counsel) for Xxxxxxx & Company International in its capacity as QIU and all personscompensation, if any, who control Xxxxxxx & Company International within received by the meaning QIU solely for acting in such capacity and (ii) notwithstanding the provisions of either Section 15 9, the QIU shall not be required to contribute any amount in excess of the Securities Act or Section 20 of the Exchange Actcompensation, ifif any, in the reasonable judgment of the QIU, there may exist a conflict of interest between received by the QIU and solely for acting in such other indemnified parties. Any such separate counsel shall be designated in writing by the QIUcapacity.

Indemnification of the QIU. Without limitation and in addition to its obligation under the other subsections of this Section 98, the Company agrees to indemnify and hold harmless the QIU, its officers and employees and each person, if any, who controls the QIU within the meaning of the Securities Act or the Exchange Act from and against any loss, claim, damage, liability liabilities or expense, as incurred, arising out of or based upon the QIU’s acting as a “qualified independent underwriter” (within the meaning of FINRA Conduct Rule 5121) in connection with the offering contemplated by this Agreement, and agrees to reimburse each such indemnified person for any legal or other expense reasonably incurred by them in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability or expense results from the gross negligence or willful misconduct of the QIU. Notwithstanding anything contained herein to the contrary, if indemnity may be sought pursuant to this Section 9(e8(e) in respect of such action, then in addition to such separate firm for any the indemnified parties other than the QIU and the controlling persons specified belowparties, the indemnifying party shall be liable for the reasonable fees and expenses of not more than one separate firm (in addition to any local counsel) for Xxxxxxx & Company International Xxxxxx Xxxx in its capacity as QIU and all persons, if any, who control Xxxxxxx & Company International Xxxxxx Xxxx within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, if, in the reasonable judgment of the QIU, there may exist a conflict of interest between the QIU and such the other indemnified parties. Any such separate counsel shall be designated in writing by the QIU.

Indemnification of the QIU. Without limitation and in addition to its obligation under the other subsections of this Section 98, the Company agrees to indemnify and hold harmless the QIU, its officers and employees and each person, if any, who controls the QIU within the meaning of the Securities Act or the Exchange Act from and against any loss, claim, damage, liability liabilities or expense, as incurred, arising out of or based upon the QIU’s acting as a “qualified independent underwriter” (within the meaning of FINRA NASD Conduct Rule 51212720) in connection with the offering contemplated by this Agreement, and agrees to reimburse each such indemnified person for any legal or other expense reasonably incurred by them in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability or expense results from the gross negligence or willful misconduct of the QIU. Notwithstanding anything contained herein to the contrary, if indemnity may be sought pursuant to this Section 9(e8(e) in respect of such action, then in addition to such separate firm for any the indemnified parties other than the QIU and the controlling persons specified belowparties, the indemnifying party shall be liable for the reasonable fees and expenses of not more than one separate firm (in addition to any local counsel) for Xxxxxx Xxxxxxx & Company International in its capacity as QIU and all persons, if any, who control Xxxxxx Xxxxxxx & Company International within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, if, in the reasonable judgment of the QIU, there may exist a conflict of interest between the QIU and such other indemnified parties. Any such separate counsel shall be designated in writing by the QIU.

Indemnification of the QIU. Without limitation and in addition to its obligation under the other subsections of this Section 9, the Company agrees to indemnify and hold harmless the QIU, its officers and employees and each person, if any, who controls the QIU within the meaning of the Securities Act or the Exchange Act from and against any loss, claim, damage, liability or expense, as incurred, arising out of or based upon the QIU’s acting as a “qualified independent underwriter” (within the meaning of FINRA Conduct Rule 5121) in connection with the offering contemplated by this Agreement, and agrees to reimburse each such indemnified person for any legal or other expense reasonably incurred by them in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability or expense results from the gross negligence or willful misconduct of the QIU. Notwithstanding anything contained herein to the contrary, if indemnity may be sought pursuant to this Section 9(e) in respect of such action, then in addition to such separate firm for any indemnified parties other than the QIU and the controlling persons specified below, the indemnifying party shall be liable for the reasonable fees and expenses of not more than one separate firm (in addition to any local counsel) for Xxxxxxx & Company International Global Hunter Securities, LLC in its capacity as QIU and all persons, if any, who control Xxxxxxx & Company International Global Hunter Securities, LLC within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, if, in the reasonable judgment of the QIU, there may exist a conflict of interest between the QIU and such other indemnified parties. Any such separate counsel shall be designated in writing by the QIU.

Indemnification of the QIU. Without limitation and in addition to its obligation under the other subsections of this Section 9, the Company agrees to indemnify and hold harmless the QIU, its officers and employees and each person, if any, who controls the QIU within the meaning of the Securities Act or the Exchange Act from and against any loss, claim, damage, liability or expense, as incurred, arising out of or based upon the QIU’s acting as a “qualified independent underwriter” (within the meaning of FINRA Conduct Rule 5121) in connection with the offering contemplated by this Agreement, and agrees to reimburse each such indemnified person for any legal or other expense reasonably incurred by them in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability or expense results from the gross negligence or willful misconduct of the QIU. Notwithstanding anything contained herein to the contrary, if indemnity may be sought pursuant to this Section 9(e) in respect of such action, then in addition to such separate firm for any indemnified parties other than the QIU and the controlling persons specified below, the indemnifying party shall be liable for the reasonable fees and expenses of not more than one separate firm (in addition to any local counsel) for Xxxxxxx & Company International in its capacity as QIU and all persons, if any, who control Xxxxxxx & Company International within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, if, in the reasonable judgment of the QIU, there may exist a conflict of interest between the QIU and such other indemnified parties. Any such separate counsel shall be designated in writing by the QIU.

Indemnification of the QIU. Without limitation of and in addition to its obligation their obligations under the other subsections paragraphs of this Section 98, the Company agrees Laredo Parties, jointly and not severally, agree to indemnify and hold harmless Xxxxxxx Xxxxx, as the QIU, its officers directors, officers, and employees and each person, if any, who controls the QIU within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act, from and against any losses, claims, damages or liability, joint or several, or any action in respect thereof (including, but not limited to, any losses, claims, damages, liabilities or actions relating to purchases of Securities), to which the QIU or its directors, officers, employees or controlling persons may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, liability or expenseaction arises out of, as incurredor is based upon, arising out of or based upon the QIU’s acting as a “qualified independent underwriter” (within the meaning of FINRA Conduct Rule 51215121(a)) in connection with the offering contemplated by this Agreement, and agrees agree to reimburse the QIU and each such indemnified director, officer, employee and controlling person promptly upon demand for any legal or other expense expenses reasonably incurred by them the QIU or such director, officer, employee or controlling person in connection with investigating, defending, settling, compromising investigating or paying defending or preparing to defend any such loss, claim, damage, liability, expense liability or actionaction as such expenses are incurred; provided, however, that the Company Laredo Parties shall not be liable in any such case to the extent that any it is determined in a final judgment by a court of competent jurisdiction that such loss, claim, damage, liability or expense results action resulted directly from the gross negligence or willful misconduct of the QIU. Notwithstanding anything contained herein The relative benefits received by the QIU with respect to the contraryoffering contemplated by this Agreement shall, if indemnity may for purposes of Section 8(d), be sought pursuant deemed to this Section 9(e) in respect of such action, then in addition be equal to such separate firm for any indemnified parties other than the compensation received by the QIU and for acting in such capacity. In addition, notwithstanding the controlling persons specified belowprovisions of Section 8(d), the indemnifying party QIU shall not be liable for the reasonable fees and expenses of not more than one separate firm (required to contribute any amount in addition to any local counsel) for Xxxxxxx & Company International in its capacity as QIU and all persons, if any, who control Xxxxxxx & Company International within the meaning of either Section 15 excess of the Securities Act or Section 20 of the Exchange Act, if, in the reasonable judgment of the QIU, there may exist a conflict of interest between compensation received by the QIU and for acting in such other indemnified parties. Any such separate counsel shall be designated in writing by the QIUcapacity.

Indemnification of the QIU. Without limitation and in addition to its obligation under the other subsections or Sections of this Section 98, the Company agrees to indemnify and hold harmless the QIU, its officers officers, employees and employees agents, and each person, if any, who controls the QIU within the meaning of Section 15 of the Securities Act or and of Section 20 of the Exchange Act (each, a “QIU Indemnified Party”), from and against any lossand all losses, claimclaims, damagedamages, liability or expenseliabilities and/or judgments, as incurred, incurred (or action in respect thereof) arising out of or based upon the QIU’s acting (or alleged failure to act) as a “qualified independent underwriter” (within the meaning of FINRA Conduct Rule 51215121(f)(12) of FINRA) in connection with the offering contemplated by this Agreement, and the Company further agrees to reimburse each such indemnified person QIU Indemnified Party for any legal or other out-of-pocket expense (including, without limitation, the fees and disbursements of special counsel to the QIU) reasonably incurred by them thereby in connection with investigating, defendingdefending against, settling, compromising or paying any such loss, claim, damage, liability, expense action, litigation, judgment, investigation or actionproceeding whatsoever (or action in respect thereof, whether or not the QIU is a party thereto), and whether threatened or commenced, and in connection with the enforcement of this Section 8(c) with respect to any of the above as such expenses are incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability liability, action, litigation, judgment, investigation or expense proceeding (or action in respect thereof) results from the gross negligence or willful misconduct of the QIU. Notwithstanding anything contained herein to If the contrary, if indemnity may be sought pursuant to indemnification provided for in this Section 9(e8(c) is unavailable or insufficient to hold harmless any QIU Indemnified Party in respect of such actionlosses, claims, damages, liabilities, actions, litigation, judgments, investigations and/or proceedings (or actions in respect thereof) referred to in the prior sentence, then the Company shall contribute to the amount paid or payable by such QIU Indemnified Party as a result of such losses, claims, damages, liabilities, actions, litigation, judgments, investigations and/or proceedings (or actions in addition to such separate firm for any indemnified parties other than respect thereof), based on the factors described in Section 8(e) of this Agreement; provided, however, that (i) the relative benefits received by the QIU and in connection with the controlling persons specified belowoffering contemplated by this Agreement shall, for purposes of Section 8(e), be deemed to be equal to the indemnifying party shall be liable for the reasonable fees and expenses of not more than one separate firm (in addition to any local counsel) for Xxxxxxx & Company International in its capacity as QIU and all personscompensation, if any, who control Xxxxxxx & Company International within received by the meaning QIU solely for acting in the capacity of either “qualified independent underwriter,” and (ii) notwithstanding the provisions of Section 15 8(e), the QIU shall not be required to contribute any amount in excess of the Securities Act or Section 20 of compensation, if any, received by the Exchange Act, if, QIU solely for acting in the reasonable judgment capacity of the QIU, there may exist a conflict of interest between the QIU and such other indemnified parties. Any such separate counsel shall be designated in writing by the QIU“qualified independent underwriter.”

Indemnification of the QIU. Without limitation and in addition to its obligation their obligations under the other subsections of this Section 98, the Company agrees and the Guarantors, jointly and severally, agree to indemnify and hold harmless the QIU, its officers affiliates, directors, officers, employees and employees agents, and each person, if any, who controls the QIU within the meaning of the Securities Act or the Exchange Act Act, from and against any loss, claim, damage, liability or expense, as incurred, arising to which the QIU or such affiliate, director, officer, employee, agent or controlling person may become subject, insofar as such loss, claim, damage, liability or expense (or action in respect thereof) arises out of or is based upon the QIU’s 's acting (or alleged failure to act) as a “qualified independent underwriter” (within the meaning of FINRA Conduct Rule 51215121(f)(12) of FINRA) in connection with the offering contemplated by this Agreement, and agrees agree to reimburse the QIU, its affiliates, directors, officers, employees and agents and each such indemnified controlling person for any and all legal or other expense reasonably expenses (including the fees and disbursements of counsel chosen by the QIU) incurred by them the QIU or such affiliate, director, officer, employee, agent or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the Company and the Guarantors shall not be liable in any such case to the extent that any such loss, claim, damage, liability or expense results solely from the gross negligence or willful misconduct of the QIU. Notwithstanding anything contained herein If the indemnification provided for in this Section 8(e) is unavailable or insufficient to hold harmless an indemnified party in respect of losses, claims, damages, liabilities of expenses referred to in the prior sentence, then the Company and the Guarantors shall contribute to the contraryamount paid or payable by such indemnified party as a result of the losses, if indemnity may be sought claims, damages, liabilities or expenses, based on the factors described in Section 8(d) above; provided, however, that (i) the relative benefits received by the QIU in connection with the offering of the Securities pursuant to this Agreement shall, for purposes of Section 9(e) in respect of such action8(d), then in addition be deemed to such separate firm for any indemnified parties other than be equal to the QIU and the controlling persons specified below, the indemnifying party shall be liable for the reasonable fees and expenses of not more than one separate firm (in addition to any local counsel) for Xxxxxxx & Company International in its capacity as QIU and all personscompensation, if any, who control Xxxxxxx & Company International within received by the meaning QIU solely for acting in such capacity and (ii) notwithstanding the provisions of either Section 15 8(d), the QIU shall not be required to contribute any amount in excess of the Securities Act or Section 20 of the Exchange Actcompensation, ifif any, in the reasonable judgment of the QIU, there may exist a conflict of interest between received by the QIU and solely for acting in such other indemnified parties. Any such separate counsel shall be designated in writing by the QIUcapacity.