By Each Selling Holder. Each Selling Holder severally and not jointly (other than the BlackRock Purchaser which obligations will be joint and several) agrees to indemnify and hold harmless the Partnership, the General Partner and their respective directors, officers, employees and agents and each Person, who, directly or indirectly, controls the Partnership within the meaning of the Securities Act or of the Exchange Act to the same extent as the foregoing indemnity from the Partnership to the Selling Holders, but only with respect to information regarding such Selling Holders furnished in writing by or on behalf of such Selling Holder expressly for inclusion in a Registration Statement or any other registration statement contemplated by this Agreement, any preliminary prospectus, prospectus supplement or final prospectus contained therein, or any amendment or supplement thereto or any free writing prospectus relating thereto;
Deliveries of Each Purchaser. At each Closing (except as otherwise indicated), each Purchaser shall deliver or cause to be delivered to the Partnership:
irrevocably agrees that any claims, suits, actions or proceedings # arising out of or relating in any way to this Agreement (including any claims, suits or actions to interpret, apply or enforce the provisions of this Agreement or the duties, obligations or liabilities among the Parties, or the rights or powers of, or restrictions on, the Parties or the Company), # asserting a claim of breach of a fiduciary duty owed by any director, officer, or other employee of the Company, or owed by the Company, to the Parties, # asserting a claim arising pursuant to any provision of the Delaware Act or # asserting a claim governed by the internal affairs doctrine shall be exclusively brought in the Delaware Courts, in each case regardless of whether such claims, suits, actions or proceedings sound in contract, tort, fraud or otherwise, are based on common law, statutory, equitable, legal or other grounds, or are derivative or direct claims; and
Any ambiguities in this Agreement shall not be construed against the Company solely based on any argument that it was the drafter.
No Presumption and Opportunity to Review. The fact that this Agreement was drafted by one party shall create no presumptions and specifically shall not cause this Agreement or any part hereof to be construed against any party as the drafter. The Company hereby represents that it has had a full and fair opportunity to have this Agreement, and all related documents referred to herein, reviewed by counsel of its own choice.
No Admission and Joint Drafting: This Agreement shall not be construed as an admission by the Company and/or You or that either has acted wrongfully with respect to the other. This Agreement is the result of the joint efforts of You and the Company and no party shall be considered to be the drafter. Any uncertainty or ambiguity shall not be interpreted against one party in favor of the other.
Interpretation. The Parties hereby waive any presumptions of any statutory or common law rule relating to the interpretation of contracts against the drafter.
Condition to Obligation of Each Party to Affect the Share Exchange. The respective obligations of the Company, each Shareholder and YourSpace to consummate the transactions contemplated herein are subject to the satisfaction or waiver in writing at or prior to the Closing Date of the following conditions.
Section # No Presumption. This Agreement has been reviewed and negotiated by sophisticated parties with access to legal counsel and shall not be construed against the drafter.
Loan Party Revocation. Any Loan Party shall terminate or revoke any of its obligations under a Loan Document (other than as expressly permitted hereunder).
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