Participating Broker-Dealer, in order to expedite or facilitate the disposition of any Exchange Securities by Participating Broker-Dealers consistent with the positions of the Staff recited in Section 4(a) above. Each of the Issuers further agrees that Participating Broker-Dealers shall be authorized to deliver such Prospectus (or, to the extent permitted by law, make available) during such period in connection with the resales contemplated by this Section 4.
(c) The Initial Purchasers shall have no liability to the Issuers or any Holder with respect to any request that they may make pursuant to Section 4(b) above.
5. Indemnification and Contribution.
(a) Each of the Issuers jointly and severally agree to indemnify and hold harmless the Initial Purchasers and Holders, their affiliates, directors and officers and each Person, if any, who controls any Initial Purchaser or any Holder within the meaning of either Section 15 of the 1933 Act or Section 20 of the 1934 Act, or is under common control with, or is controlled by, any Initial Purchaser or any Holder, from and against all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred by the foregoing indemnified persons in connection with defending or investigating any such action or claim) that arise out of, or are based on, any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement (or any amendment thereto) pursuant to which Exchange Securities or Registrable Securities were registered under the 1933 Act, including all documents incorporated therein by reference, or that arise out of, or are based on, any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, or that arise out of, or are based on, any untrue statement or alleged untrue statement of a material fact contained in any Prospectus or Free Writing Prospectus (as amended or supplemented if any of the Issuers shall have furnished any amendments or supplements thereto), or that arise out of, or are based on, any omission or alleged omission to state therein a material fact necessary to make the statements therein in light of the circumstances under which they were made not misleading, except insofar as such losses, claims, damages or liabilities arise out of, or are based on, any such untrue statement or omission or alleged untrue statement or omission based upon and in conformity with information relating to any Initial Purchaser or any Holder furnished to any Issuer in writing through the Representatives or any selling Holder expressly for use therein. In connection with any Underwritten Offering permitted by Section 3, each of the Issuers will also, jointly and severally, indemnify the Underwriters, if any, selling brokers, dealers and similar securities industry professionals participating in the distribution, their officers and directors and each Person who controls such Persons (within the meaning of the 1933 Act and the 1934 Act) to the same extent as provided above with respect to the indemnification of the Holders, if requested in connection with any Registration Statement.
(b) Each Holder agrees, severally and not jointly, to indemnify and hold harmless each of the Issuers, the Initial Purchasers and their affiliates and the other selling Holders, and each of their respective directors and officers who sign the Registration Statement and each Person, if any, who controls any of the Issuers, any Initial Purchaser and any other selling Holder within the meaning of either Section 15 of the 1933 Act or Section 20 of the 1934 Act to the same extent as the foregoing indemnity from the Issuers to the Initial Purchasers and the Holders, but only to the extent such losses, claims, damages and liabilities arise out of, or are