Common use of Indemnification of Placement Agents Clause in Contracts

Indemnification of Placement Agents. The Company will indemnify and hold harmless each Placement Agent, its partners, members, directors, officers, employees, agents, affiliates and each person, if any, who controls any Placement Agent within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, an “Indemnified Party”), against any and all losses, claims, damages or liabilities, joint or several, to which such Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents in reliance upon and in conformity with written information furnished to the Company by the Placement Agents specifically for use therein, it being understood and agreed that the only such information furnished by the Placement Agents consists of the information described as such in subsection (b) below.

Indemnification of Placement Agents. The Company will indemnify and hold harmless each Placement Agent, its partners, members, directors, officers, employees, agents, affiliates and each person, if any, who controls any such Placement Agent within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, an “Indemnified Party”), against any and all losses, claims, damages or liabilities, joint or several, to which such Indemnified Party may become subject, under the Act, the Exchange Act, other Federal federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus or any Issuer Free Writing Prospectus, Prospectus or arise out of or are based upon (ii) the omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents in reliance upon and in conformity with written information furnished to the Company by any Placement Agent through the Placement Agents Representative specifically for use therein, it being understood and agreed that the only such information furnished by the any Placement Agents Agent consists of the information described as such in subsection (b) below.

Indemnification of Placement Agents. The Company will and the Operating Partnership agree, jointly and severally, to indemnify and hold harmless each Placement Agent, its partnersaffiliates (as such term is defined in Rule 501(b) under the 1933 Act (each, membersan “Affiliate”)), its directors, officers, employees, agents, affiliates employees and agents and each person, if any, who controls any Placement Agent within the meaning of Section 15 of the 1933 Act or Section 20 of the Exchange 1934 Act as follows: (each, an “Indemnified Party”), i) against any and all lossesloss, claimsliability, damages or liabilitiesclaim, joint or severaldamage and expense whatsoever, to which such Indemnified Party may become subjectas incurred, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise arising out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in any part of the Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus (or any Issuer Free Writing Prospectusamendment thereto), including the Rule 430A Information, or arise out of or are based upon the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in: any preliminary prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication, the General Disclosure Package, the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and will reimburse each Indemnified Party for expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any legal litigation, or other expenses any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that any such settlement is effected with the written consent of the Company; (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Placement Agents), reasonably incurred by such Indemnified Party in connection with investigating investigating, preparing or defending against any such loss, claim, damage, liability, action, litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (whether i) or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred(ii) above; provided, however, that the Company will this indemnity agreement shall not be liable in apply to any such case to the extent that any such loss, liability, claim, damage or liability arises expense to the extent arising out of or is based upon an any untrue statement or omission or alleged untrue statement in or omission made in the Registration Statement (or alleged omission from any of such documents amendment thereto), including the Rule 430A Information or any Issuer Free Writing Prospectus or any preliminary prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished the Placement Agent Information. The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company by or the Placement Agents specifically for use therein, it being understood and agreed that the only such information furnished by the Placement Agents consists of the information described as such in subsection (b) belowOperating Partnership may otherwise have.

Indemnification of Placement Agents. The Company will and the Bank, jointly and severally, agree to indemnify and hold harmless each Placement Agent, its partnersaffiliates (as such term is defined in Rule 501(b) of the Securities Act Regulations (each, membersan “Affiliate”)), directors, officers, employees, selling agents, affiliates officers and directors and each person, if any, who controls any Placement Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act as follows: (each, an “Indemnified Party”), i) against any and all lossesloss, claimsliability, damages or liabilitiesclaim, joint or severaldamage and expense whatsoever, to which such Indemnified Party may become subjectas incurred, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise arising out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in any part of the Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus (or any Issuer Free Writing Prospectusamendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, or arise out of or are based upon the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus, any Issuer Free Writing Prospectus, any “road show”, the Pricing Disclosure Package or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission in any preliminary prospectus, any Issuer Free Writing Prospectus, the Pricing Disclosure Package or the Prospectus (or any amendment or supplement thereto) of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and will reimburse each Indemnified Party for expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any legal litigation, or other expenses any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to SECTION 7(d) hereof) any such settlement is effected with the written consent of the Company; (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Representative), reasonably incurred by such Indemnified Party in connection with investigating investigating, preparing or defending against any such loss, claim, damage, liability, action, litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company will not be liable in based upon any such case untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, that this indemnity agreement shall not apply to any loss, liability, claim, damage or liability arises expense to the extent arising out of or is based upon an any untrue statement or omission or alleged untrue statement in or omission made in the Registration Statement (or alleged omission from any of such documents amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, or in any preliminary prospectus, any Issuer Free Writing Prospectus, the Pricing Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by the Placement Agents specifically for use therein, it being understood and agreed that the only such information furnished by the Placement Agents consists of the information described as such in subsection (b) belowAgent Information.

Indemnification of Placement Agents. The Company will and the Advisor, jointly and severally, agree to indemnify and hold harmless each Placement Agent, its partnersaffiliates, membersas such term is defined in Rule 501(b) under the 1933 Act (each, directorsan "Affiliate"), its selling agents, officers, employees, agents, affiliates directors and employees and each person, if any, who controls any Placement Agent within the meaning of Section 15 of the 1933 Act or Section 20 of the Exchange 1934 Act as follows: (each, an “Indemnified Party”), i) against any and all lossesloss, claimsliability, damages claim, damage and expense whatsoever, as incurred, related to or liabilities, joint or several, to which such Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise arising out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in any part of the Registration Statement at any time, any Statutory Prospectus as of any time, Preliminary Offering Memorandum and the Final Prospectus Offering Memorandum (or any Issuer Free Writing Prospectusamendment or supplement thereto), or arise out of or are based upon the omission or alleged omission therefrom of a material fact required to be stated therein or necessary in order to make the statements therein therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and will reimburse each Indemnified Party for expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any legal litigation, or other expenses any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 7(d) below) any such settlement is effected with the written consent of the Company; (iii) against any and all loss, liability, claim, damage and expense whatsover, as incurred, related to or arising out of any breach of a representation, warranty or covenant by the Company or the Advisor set forth in this Agreement; and (iv) against any and all expense whatsoever, as incurred (including the reasonable fees and disbursements of counsel chosen by the Representatives), reasonably incurred by such Indemnified Party in connection with investigating investigating, preparing, conducting or defending against any such loss, claim, damage, liability, action, litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (whether or not such Indemnified Party is a party theretoi), whether threatened (ii) or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred(iii) above; provided, however, that the Company will this indemnity agreement shall not be liable in apply to any such case to the extent that any such loss, liability, claim, damage or liability arises expense to the extent arising out of or is based upon an any untrue statement or omission or alleged untrue statement in or omission or alleged omission from any of such documents made in reliance upon and in conformity with written information furnished to the Company by any Placement Agent through the Placement Agents specifically Representatives expressly for use thereinin the Preliminary Offering Memorandum and the Final Offering Memorandum (or any amendment or supplement thereto), it being understood and agreed with the parties hereto confirming that the only no such information furnished by the Placement Agents consists of the information described as such in subsection (b) belowhas been furnished.

Indemnification of Placement Agents. The Company will indemnify and hold harmless each Placement Agent, its partners, members, directors, officers, employees, agents, affiliates and each person, if any, who controls any the Placement Agent within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, an “Indemnified Party”), against any and all losses, claims, damages or liabilities, joint or several, to which such Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any default by the Company to deliver Units to a Purchaser who has delivered, or has committed to deliver, the Purchase Amount for Units pursuant to an accepted offer or (ii) any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability (A) arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents in reliance upon and in conformity with written information furnished to the Company by the Placement Agents specifically for use therein, it being understood and agreed that the only such information furnished by the Placement Agents consists of the information described as on Schedule B hereof, (B) any material violation by any Placement Agent of any applicable broker-dealer rules or federal or state securities laws or (C) to the extent that it is determined in a final judgment by a court of competent jurisdiction that such in subsection (b) belowloss, claim, damage or liability resulted directly from any such act or failure to act undertaken or omitted to be taken by the Placement Agents through their gross negligence or willful misconduct.

Indemnification of Placement Agents. The Company will agrees to indemnify and hold harmless the each Placement Agent, its partnersaffiliates, membersas such term is defined in Rule 501(b) under the Act (each, directorsan “Affiliate”), officers, employees, agents, affiliates its employees and agents and each person, if any, who controls any Placement Agent within the meaning of Section 15 of the Act or Section 20 of the Exchange Act as follows: (each, an “Indemnified Party”), i) against any and all lossesloss, claimsliability, damages or liabilitiesclaim, joint or several, to which such Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise damage and expense whatsoever arising out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in any part of the Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus (or any Issuer Free Writing Prospectusamendment thereto), or arise out of or are based upon the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in the General Disclosure Package, any Issuer-Represented Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and will reimburse each Indemnified Party for expense whatsoever to the extent of the aggregate amount paid in settlement of any legal litigation, or other expenses any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company; and (iii) against any and all expense whatsoever (including the fees and disbursements of counsel chosen by the Placement Agents), reasonably incurred by such Indemnified Party in connection with investigating investigating, preparing or defending against any such loss, claim, damage, liability, action, litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (whether i) or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred(ii) above; provided, however, that the Company will this indemnity agreement shall not be liable in apply to any such case to the extent that any such loss, liability, claim, damage or liability arises expense to the extent arising out of or is based upon an any untrue statement or omission or alleged untrue statement in or omission or alleged omission from any of such documents made in reliance upon and in conformity with written information furnished to the Company by any Placement Agent through the Placement Agents specifically Representative expressly for use thereinin the Registration Statement (or any amendment thereto), it being understood any Issuer-Represented Free Writing Prospectus or the Prospectus. (b) Indemnification of Company, Director, Officers, Agents and agreed that Employees. Each Placement Agent severally agrees to indemnify and hold harmless the only such information furnished by Company, its directors, each of its officers, agents and employees, and each person, if any, who controls the Placement Agents consists Company within the meaning of Section 15 of the information Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described as such in the indemnity contained in subsection (ba) belowof this Section, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or any Issuer-Represented Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by such Placement Agent through the Representative expressly for use in the Registration Statement (or any amendment thereto) or the Prospectus (or any amendment or supplement thereto). (c) Actions against Parties; Notification. Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. In the case of parties indemnified pursuant to Section 6(a) above, the Company shall be entitled to assume the defense of any action or proceeding with counsel reasonably satisfactory to the indemnified party. Upon assumption by the Company of the defense of any such action or proceeding, the indemnified party shall have the right to participate in such action or proceeding and to retain its own counsel but the Company shall not be liable for any legal expenses of such counsel retained by such indemnified party in connection with the defense thereof unless (i) the Company has agreed to pay such fees and expenses, (ii) the Company shall have failed to employ counsel reasonably satisfactory to the indemnified party in a timely manner, or (iii) the indemnified party shall have been advised by counsel that there are actual or potential conflicting interests between the Company and the indemnified party, including situations in which there are one or more legal defenses available to the indemnified party that are different from or additional to those available to the Company; provided, however, that the Company shall not, in connection with any one such action or proceeding or separate but substantially similar actions or proceedings in the same jurisdiction arising out of the same general allegations, be liable for the fees and expenses of more than one separate firm of attorneys at any time for all indemnified parties. The Company will not settle, compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding in respect of which indemnification could be sought under this Section 6 or 7 (whether or not any indemnified party is an actual or potential party to such claim, action or proceeding), unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action or proceeding. The Company shall not have any liability with respect to any settlement, compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding entered into or made by any indemnified party in respect of which indemnification or contribution could be sought under this Section 6 or 7 (whether or not the any indemnified party is an actual or potential party to such claim, action or proceeding), without the prior written consent of the Company.

Indemnification of Placement Agents. The Company will indemnify agrees (i) to indemnify, defend and hold harmless each the Placement AgentAgents, its severally and not jointly, their partners, members, directors, officers, employees, employees and agents, affiliates and each person, if any, who controls any the Placement Agent Agents within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (eachAct, an “Indemnified Party”)and the successors and assigns of all of the foregoing persons, from and against any and all lossesloss, claimsdamage, damages expense, liability or liabilities, joint claim (including the reasonable cost of investigation) which the Placement Agents or several, to which any such Indemnified Party person may become subject, incur under the Act, the Exchange Act, other Federal or state statutory the common law or regulation or otherwise, insofar as such lossesloss, claimsdamage, damages expense, liability or liabilities claim (or actions in respect thereofthereof as contemplated below) arise arises out of or are is based (A) in whole or in part upon any inaccuracy in the representations and warranties of the Company contained herein, (B) in whole or in part upon any failure of the Company to perform its obligations hereunder or under law, (C) upon any untrue statement or alleged untrue statement of any a material fact contained in any part of the Registration Statement at any time(taking into account the documents incorporated by reference therein), any Statutory Prospectus as of any time, the Final Prospectus or any Issuer Free Writing Prospectusamendment thereto, including any information deemed to be a part thereof pursuant to Rule 430A, Rule 430B or Rule 430C under the Act, or arise out of or are based upon the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, (B) upon any untrue statement or alleged untrue statement of a material fact contained in the Disclosure Package, any Issuer Free Writing Prospectus, the Prospectus (or any amendment or supplement thereto) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (C) in whole or in part upon any act or failure to act or alleged act or failure to act by the Placement Agents in reliance upon (A), or (B), and will in connection with or relating in any manner to the Shares and the Warrants or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (A) or (B) above, provided that the Company shall not be liable under this clause (C) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted primarily from any such acts or failures to act undertaken or omitted to be taken by the Placement Agents through its bad faith or willful misconduct; and (ii) to reimburse the Placement Agents, their officers, directors, employees, agents and each Indemnified Party such controlling person for any legal or other and all expenses (including the fees and disbursements of counsel chosen by the Placement Agents) as such expenses are reasonably incurred by the Placement Agents, or their officers, directors, employees and agents or such Indemnified Party controlling person in connection with investigating investigating, defending, settling, compromising or defending against paying any such loss, claim, damage, liability, expense or action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company will foregoing indemnity agreement shall not be liable in apply to any such case to the extent that any such loss, claim, damage damage, liability or liability arises expense to the extent, but only to the extent, arising out of or is based upon an any untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents made in reliance upon and in conformity with written information furnished to the Company by the Placement Agents specifically expressly for use thereinin the Registration Statement, it being understood and agreed any Issuer Free Writing Prospectus, or the Prospectus (or any amendment or supplement thereto). The indemnity agreement set forth in this Section 9(a) shall be in addition to any liabilities that the only such information furnished by the Placement Agents consists of the information described as such in subsection (b) belowCompany may otherwise have.

Indemnification of Placement Agents. The Company will indemnify and hold harmless each Placement Agent, its partners, members, directors, officers, employees, agents, affiliates and each person, if any, who controls any such Placement Agent within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, an “Indemnified Party”), against any and all losses, claims, damages or liabilities, joint or several, to which such Indemnified Party may become subject, under the Act, the Exchange Act, other Federal federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus or any Issuer Free Writing Prospectus, Prospectus or arise out of or are based upon (ii) the omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading, and will reimburse each Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents in reliance upon and in conformity with written information furnished to the Company by any Placement Agent through the Placement Agents Representative specifically for use therein, it being understood and agreed that the only such information furnished by the any Placement Agents Agent consists of the information described as such in subsection (b) below.