Common use of Expenses and Indemnification Clause in Contracts

Expenses and Indemnification. (a) The Issuer shall upon demand reimburse the Purchaser (to the extent that payments for the following items are not made under the other provisions hereof) for all reasonable out-of-pocket expenses (including reasonable fees and costs of outside counsel, and reasonable consulting, accounting, appraisal, investment banking, and similar professional fees and charges) incurred by the Purchaser in connection with the enforcement of or preservation of rights under this Agreement, provided, however, that the Issuer shall not be responsible for the Purchaser's costs in connection with any subsequent offer and sale of the RVMTP Shares made by the Purchaser pursuant to Rule 144A under the Securities Act or another available exemption from registration under the Securities Act, in a manner not involving any public offering within the meaning of Section 4(a)(2) of the Securities Act. The Issuer shall not be responsible under this Section 7.3(a) for the fees and costs of more than one law firm in any one jurisdiction with respect to any one proceeding or set of related proceedings for the Purchaser, unless the Purchaser shall have reasonably concluded that there are legal defenses available to it that are different from or additional to those available to the Issuer.

Expenses and Indemnification. (a) The Issuer Acquiring Fund shall upon demand reimburse the Purchaser Investor (to the extent that payments for the following items are not made under the other provisions hereof) for all reasonable out-of-pocket expenses (including reasonable fees and costs of outside counsel, and reasonable consulting, accounting, appraisal, investment banking, and similar professional fees and charges) incurred by the Purchaser Investor in connection with the enforcement of or preservation of rights under this Agreement, provided, however, that the Issuer Acquiring Fund shall not be responsible for the Purchaser's Investor’s costs in connection with any subsequent offer and sale of the RVMTP Shares made by the Purchaser Investor pursuant to Rule 144A under the Securities Act or another available exemption from registration under the Securities Act, in a manner not involving any public offering within the meaning of Section 4(a)(2) of the Securities Act. The Issuer Acquiring Fund shall not be responsible under this Section 7.3(a8.3(a) for the fees and costs of more than one law firm in any one jurisdiction with respect to any one proceeding or set of related proceedings for the PurchaserInvestor, unless the Purchaser Investor shall have reasonably concluded that there are legal defenses available to it them that are different from or additional to those available to the IssuerAcquiring Fund.