Common use of Agent Indemnification Clause in Contracts

Agent Indemnification. The Agent will indemnify and hold harmless the Company, its affiliates, directors and officers and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act, against any losses, claims, damages or liabilities to which the Company may become subject, under the Securities Act or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Agent), but only insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus, any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in conformity with written information furnished to the Company by the Agent specifically for use in the preparation thereof, it being understood and agreed that the only information furnished by the Agent for use in the Registration Statement or the Prospectus consists of the statements set forth in the second paragraph under the caption “Plan of Distribution” in the Prospectus, and will reimburse such party for any legal or other expenses reasonably incurred by such party in connection with investigating or defending against any such loss, claim, damage, liability or action.

Agent Indemnification. The Agent will Each Agent, severally and not jointly, agrees to indemnify and hold harmless the Company, Company and its affiliates, directors and officers each officer of the Company that signed the Registration Statement, and each person, if any, who (i) controls the Company within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange ActAct or (ii) is controlled by or is under common control with the Company (each, a “Company Affiliate”) from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, any and all reasonable investigative, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c)) of, any action, suit or liabilities proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which the any such Company Affiliate, may become subject, subject under the Securities Act, the Exchange Act or otherwise (including in settlement of any litigationother federal or state statutory law or regulation, if such settlement is effected with the written consent of the Agent)at common law or otherwise, but only insofar as such losses, claims, liabilities, expenses or damages or liabilities (or actions in respect thereof) arise out of or are based upon an (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Statement or the Prospectus, Prospectus or any amendment or supplement thereto, or arise out of or are based upon (y) the omission or alleged omission to state therein in any such document a material fact required to be stated therein in it or necessary to make the statements therein in it not misleading; provided, in each case to the extenthowever, but that this indemnity agreement shall apply only to the extent, extent that such untrue statement loss, claim, liability, expense or alleged damage is caused directly by an untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information relating to such Agent and furnished to the Company by such Agent expressly for inclusion in any document as described in clause (x) of this Section 9(b), which the Agent specifically for use in the preparation thereof, it being understood and agreed that the only information furnished by the Agent for use in the Registration Statement or the Prospectus Company acknowledges consists solely of the statements set forth material referred to in the second paragraph under the caption “Plan of Distribution” in the ProspectusSchedule 5 hereto, and will reimburse such party for any legal or other expenses reasonably incurred by such party in connection with investigating or defending against any such loss, claim, damage, liability or actionas updated from time to time.

Agent Indemnification. The Agent will indemnify and hold harmless the Company, its affiliates, Company and the directors and officers of the Company, and each person, if any, person who controls the Company within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act, Act against any losses, claims, damages or liabilities to which the Company may become subject, under the Securities Act or otherwise (including in settlement of any litigationotherwise, if such settlement is effected with the written consent of the Agent), but only insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Base Prospectus, the Prospectus Supplement, the Prospectus, or any amendment or supplement theretothereto or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in conformity with written information furnished to Registration Statement, the Company by the Agent specifically for use in the preparation thereofBase Prospectus, it being understood and agreed that the only information furnished by the Agent for use in the Registration Statement or the Prospectus consists of the statements set forth in the second paragraph under the caption “Plan of Distribution” in Supplement, the Prospectus, or any amendment or supplement thereto or any Issuer Free Writing Prospectus, in reliance upon and in conformity with the Agent Information; and will reimburse such party the Company for any documented legal or other expenses reasonably incurred by such party the Company in connection with investigating or defending against any such loss, claim, damage, liability action or actionclaim as such expenses are incurred.

Agent Indemnification. The Agent will agrees to indemnify and hold harmless the Company, each of its affiliatesdirectors, directors and officers each officer of the Company who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act, against any losses, claims, damages or liabilities to which the Company such party may become subject, under the Securities Act or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Agent), but only insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus, any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in conformity with written information furnished to the Company by the Agent specifically for use in the preparation thereof, it being understood and agreed that the only information furnished by the Agent for use in the Registration Statement or the Prospectus consists of the statements set forth in the second paragraph under the caption “Plan of Distribution” in the Prospectus, and will reimburse such party for any legal or other expenses reasonably incurred by such party in connection with investigating or defending against any such loss, claim, damage, liability or action.

Agent Indemnification. The Agent will shall indemnify and hold harmless the Company, its affiliatesdirectors, directors officers and officers employees, and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act, from and against any lossesloss, claimsclaim, damages damage or liabilities liability, joint or several, or any action in respect thereof, to which the Company or any such director, officer, employee or controlling person may become subject, under the Securities Act or otherwise (including in settlement of any litigationotherwise, if such settlement is effected with the written consent of the Agent), but only insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities action arises out of, or is based upon, (or actions in respect thereofi) arise out of or are based upon an any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus, Statement or in any amendment or supplement thereto, or arise arising out of or are based upon the caused by any omission or alleged omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus, any Issuer Free Writing Prospectus or any amendment or supplements thereto, or caused by the omission or alleged omission to state therein any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, but in each case to the extent, but only to the extent, extent that such the untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written the Agent Information. The foregoing indemnity agreement is in addition to any liability that the Agent may otherwise have to the Company or to any such director, officer, employee or controlling person. The Company hereby acknowledges that the only information that the Agent has furnished to the Company by the Agent specifically for use in the preparation thereof, it being understood and agreed that the only information furnished by the Agent expressly for use in the Registration Statement or Statement, the Prospectus consists of or any Issuer Free Writing Prospectus (or any amendment or supplement thereto) are the statements set forth in the second paragraph seventh and eighth paragraphs under the caption “Plan of Distribution” in the Prospectus, and will reimburse such party for any legal or other expenses reasonably incurred by such party in connection with investigating or defending against any such loss, claim, damage, liability or actionProspectus (the “Agent Information”).

Agent Indemnification. The Agent will indemnify and hold harmless the Company, its affiliates, Company and the directors and officers of the Company, and each person, if any, person who controls the Company within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act, Act against any losses, claims, damages or liabilities to which the Company may become subject, under the Securities Act or otherwise (including in settlement of any litigationotherwise, if such settlement is effected with the written consent of the Agent), but only insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Base Prospectus, the Prospectus Supplement, the Prospectus, or any amendment or supplement theretothereto or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in conformity with written information furnished to Registration Statement, the Company by the Agent specifically for use in the preparation thereofBase Prospectus, it being understood and agreed that the only information furnished by the Agent for use in the Registration Statement or the Prospectus consists of the statements set forth in the second paragraph under the caption “Plan of Distribution” in Supplement, the Prospectus, or any amendment or supplement thereto or any Issuer Free Writing Prospectus, in reliance upon and in conformity with Agent Information; and will reimburse such party the Company for any documented legal or other expenses reasonably incurred by such party the Company in connection with investigating or defending against any such loss, claim, damage, liability action or actionclaim as such expenses are incurred.

Agent Indemnification. The Agent Each Agent, severally and not jointly, will indemnify and hold harmless the Company, each of its affiliates, directors and officers and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act and Section 20 of or the Exchange Act, Act against any losses, claims, damages or liabilities to which the Company or such director, officer or controlling person may become subject, subject under Section 15 of the Securities Act or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent Section 20 of the Agent)Exchange Act, but only insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) an untrue statement or alleged untrue statement of a material fact contained in the Registration StatementStatement (or any amendments thereto), the Prospectus, Prospectus (or any amendment or supplement thereto) or the Disclosure Package, or arise out of or are based upon (ii) the omission or alleged omission to state therein a material fact fact, (a) in the case of the Registration Statement or any amendment thereto, required to be stated therein or necessary to make the statements therein not misleading and (b) in the case of the Prospectus or any supplement thereto or the Disclosure Package, necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, in each case to the extent, but only to the extent, that any such losses, claims, damages or liabilities arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement (or any amendments thereto), the Prospectus (or any amendment or supplement thereto) or the Disclosure Package in reliance upon and in conformity with written information furnished to the Company by and through the Agent specifically Agents expressly for use in the preparation thereoftherein, it being understood and agreed that the only such information furnished by the Agent for use in Agents to the Registration Statement or the Prospectus Company consists of the statements set forth in the second paragraph under the caption “Plan of Distribution” in the Prospectus, Agent Information; and will reimburse such party the Company for any legal or other expenses reasonably incurred by such party the Company in connection with investigating or defending against any such loss, claim, damage, liability action or actionclaim as such expenses are incurred.

Agent Indemnification. The Agent will indemnify and hold harmless the Company, each of its affiliatesdirectors, directors and each of its officers who signs the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange ActAct (each, an “Agent Indemnified Party”) against any losses, claims, damages or liabilities to which the Company such Agent Indemnified Party may become subject, under the Securities Act or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Agent), but only insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus, Prospectus or any amendment or supplement thereto, or any Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in conformity with written information furnished to the Company by the Agent specifically for use in the preparation thereof, and will reimburse such Agent Indemnified Party for any legal or other expenses reasonably incurred by such Agent Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability or action (whether or not such Agent Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission, as such expenses are incurred, it being understood and agreed that the only information furnished by the Agent for use in the Registration Statement or the Prospectus consists of the statements set forth in the second sixth paragraph and the first sentence of the seventh paragraph under the caption “Plan of Distribution” in the Prospectus, and will reimburse such party for any legal or other expenses reasonably incurred by such party in connection with investigating or defending against any such loss, claim, damage, liability or action.

Agent Indemnification. The Agent will indemnify and hold harmless the Company, each of its affiliatesdirectors, directors and officers each officer of the Company who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act, against any losses, claims, damages or liabilities to which the Company such party may become subject, under the Securities Act or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Agent), but only insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus, any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in conformity with written information furnished to the Company by the Agent specifically for use in the preparation thereof, it being understood and agreed that the only information furnished by the Agent for use in the Registration Statement or the Prospectus consists of the statements set forth in the second seventh paragraph under the caption “Plan of Distribution” in the Prospectus, and will reimburse such party for any legal or other expenses reasonably incurred by such party in connection with investigating or defending against any such loss, claim, damage, liability or action.

Agent Indemnification. The Agent will agrees to indemnify and hold harmless the Company, each of its affiliatesdirectors, directors and officers each officer of the Company who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act, against any losses, claims, damages or liabilities to which the Company such party may become subject, under the Securities Act or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Agent), but only insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus, any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in conformity with written information furnished to the Company by the Agent specifically for use in the preparation thereof, it being understood and agreed that the only information furnished by the Agent for use in the Registration Statement or and the Prospectus consists of the statements set forth in the second sixth paragraph under the caption “Plan of Distribution” in the ProspectusProspectus (the “Agent Information”), and will reimburse such party for any legal or other expenses reasonably incurred by such party in connection with investigating or defending against any such loss, claim, damage, liability or action.

Agent Indemnification. The Agent will shall indemnify and hold harmless the Company, its affiliates, directors directors, officers and officers employees, and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act, from and against any lossesloss, claimsclaim, damages damage or liabilities liability, joint or several, or any action in respect thereof, to which the Company or any such affiliate, director, officer, employee or controlling person may become subject, under the Securities Act or otherwise (including in settlement of any litigationotherwise, if such settlement is effected with the written consent of the Agent), but only insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities action arises out of, or is based upon, (or actions in respect thereofi) arise out of or are based upon an any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus, Statement or in any amendment or supplement thereto, or arise arising out of or are based upon the caused by any omission or alleged omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus, any Issuer Free Writing Prospectus or any amendment or supplements thereto, or caused by the omission or alleged omission to state therein any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, but in each case to the extent, but only to the extent, extent that such the untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written the Agent Information. The foregoing indemnity agreement is in addition to any liability that the Agent may otherwise have to the Company or to any such director, officer, employee or controlling person. The Company hereby acknowledges that the only information that the Agent has furnished to the Company by the Agent specifically for use in the preparation thereof, it being understood and agreed that the only information furnished by the Agent expressly for use in the Registration Statement or Statement, the Prospectus consists of or any Issuer Free Writing Prospectus (or any amendment or supplement thereto) are the statements set forth in the second paragraph seventh and eighth paragraphs under the caption “Plan of Distribution” in the Prospectus, and will reimburse such party for any legal or other expenses reasonably incurred by such party in connection with investigating or defending against any such loss, claim, damage, liability or actionProspectus (the “Agent Information”).

Agent Indemnification. The Agent will indemnify and hold harmless the Company, each of its affiliates, directors and each of its officers who signs the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act, Act against any losses, claims, damages or liabilities to which the Company such party may become subject, under the Securities Act or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Agent), but only insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus, any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in conformity with written information furnished to the Company by the Agent specifically for use in the preparation thereof, it being understood and agreed that the only information furnished by the Agent for use in the Registration Statement or the Prospectus consists of the statements set forth in the second sixth paragraph under the caption “Plan of Distribution” in the Prospectus, and will reimburse such party for any legal or other expenses reasonably incurred by such party in connection with investigating or defending against any such loss, claim, damage, liability or action.

Agent Indemnification. The Agent will indemnify and hold harmless the Company, each of its affiliates, directors and each of its officers who signs the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act, Act against any losses, claims, damages or liabilities liabilities, joint or several, to which the Company such person may become subject, under the Securities Act or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Agent), but only insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus, any amendment or supplement thereto, or any Permitted Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in conformity with written information furnished to the Company by the Agent specifically for use in the preparation thereof, it being understood and agreed that the only information furnished by the Agent for use in the Registration Statement Statement, the Prospectus or the any Permitted Free Writing Prospectus consists of the statements set forth in the second sixth paragraph under the caption “Plan of Distribution” in the Prospectus, and will reimburse such party person for any legal or other expenses reasonably incurred by such party person in connection with investigating or defending against any such loss, claim, damage, liability or actionaction (whether or not such person is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission or any alleged untrue statement or omission as such expenses are incurred.

Agent Indemnification. The Agent will indemnify and hold harmless the Company, its affiliatesdirectors, directors and its officers who signs the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act, Act against any losses, claims, damages or liabilities to which the Company may become subject, under the Securities Act or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Agent), but only insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus, any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in conformity with written information furnished to the Company by the Agent specifically for use in the preparation thereof, it being understood and agreed that the only information furnished by the Agent for use in the Registration Statement or the Prospectus consists of the statements set forth in the second ninth paragraph under the caption “Plan of Distribution” in the Prospectus, and will reimburse such party the Company for any legal or other expenses reasonably incurred by such party the Company in connection with investigating or defending against any such loss, claim, damage, liability or actionaction (whether or not the Company is a party thereto), whether threatened or commenced, as such expenses are incurred.

Agent Indemnification. The Agent will Each Agent, severally and not jointly, agrees to indemnify and hold harmless the Company, its affiliateseach of the directors of the Company, directors and each of the officers of the Company who shall have signed the Registration Statement, and each other person, if any, who controls the Company within the meaning of Section 15 of the Securities Act and or Section 20 20(a) of the Exchange Act, against any losses, liabilities, claims, damages or liabilities to which the Company may become subject, under the Securities Act or otherwise and expenses whatsoever as incurred (including without limitation, reasonable attorneys’ fees and any and all reasonable expenses whatsoever incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation, if such settlement is effected with the written consent of the Agent), but only joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such losses, liabilities, claims, damages or liabilities expenses (or actions in respect thereof) arise out of or are based upon an (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus, or any post-effective amendment or supplement theretothereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the Placement Shares, including any “road show” or investor presentations made to investors by the Company (whether in person or electronically), the Prospectus, or arise out of or are based upon the 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, in each case to the extent, but only to the extent, that any such loss, liability, claim, damage or expense arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission was made therein in reliance upon and in strict conformity with written information furnished to the Company by the Agent specifically or on behalf of such Agent, through Stifel expressly for use in the preparation thereoftherein, it being understood and agreed that the only such information furnished by any Agent consists of the Agent for use following information in the Registration Statement or Prospectus furnished on behalf of each Agent: the Prospectus consists legal names of each of the statements set forth in Agents included on the second paragraph cover of the ATM Prospectus and the fifth and fourteenth paragraphs under the caption “Plan of Distribution” in the Prospectus, and will reimburse such party for any legal or other expenses reasonably incurred by such party in connection with investigating or defending against any such loss, claim, damage, liability or actionATM Prospectus (the “Agent Information”).

Agent Indemnification. The Agent will indemnify and hold harmless the Company, its affiliatesdirectors, directors officers and officers employees, and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act, Act against any losses, claims, damages or liabilities to which the Company such person may become subject, under the Securities Act or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Agent), but only insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon upon, in whole or in part, an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus, any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in conformity with written information furnished to the Company by the Agent specifically for use in the preparation thereof, it being understood and agreed that the only information furnished by the Agent for use in the Registration Statement or the Prospectus consists of the statements set forth in the second sixth paragraph under the caption “Plan of Distribution” in the Prospectus, and will reimburse such party person for any legal or other expenses reasonably incurred by such party person in connection with investigating or defending against any such loss, claim, damage, liability or action.

Agent Indemnification. The Agent will agrees to indemnify and hold harmless the Company, each of its affiliatesdirectors, directors and each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act and Section 20 of or the Exchange Act, against any lossesloss, claimsclaim, damages damage, liability or liabilities expense, as incurred, to which the Company Company, or any such director, officer or controlling person may become subject, under the Securities Act Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Agent), but only insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities expense (or actions in respect thereofthereof as contemplated below) arise arises out of or are is based upon an (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus, or any amendment or supplement thereto, or arise out of or are based upon the any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact included in any Issuer Free Writing Prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433 of the Securities Act, or the Prospectus (or any such amendment or supplement to the foregoing) or the omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such Issuer Free Writing Prospectus or the Prospectus (or any such amendment or supplement), in reliance upon and in conformity with written information furnished to the Company by the Agent specifically in writing expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any and all expenses (including the fees and disbursements of counsel) as such expenses are incurred by the Company, or any such director, officer or controlling person in the preparation thereofconnection with investigating, it being understood and agreed defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information furnished by that the Agent has furnished to the Company expressly for use in the Registration Statement Statement, any Issuer Free Writing Prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) of the Securities Act or the Prospectus consists of (or any amendment or supplement to the statements foregoing) is the statement set forth in the second first sentence of the ninth paragraph under the caption “Plan of Distribution” in the Prospectus, and will reimburse such party for Prospectus Supplement (the “Agent Information”). The indemnity agreement set forth in this ‎Section 11(b) shall be in addition to any legal or other expenses reasonably incurred by such party in connection with investigating or defending against any such loss, claim, damage, liability or actionliabilities that the Agent may otherwise have.

Agent Indemnification. The Agent will indemnify and hold harmless the CompanyCompany each of its directors, its affiliateseach officer of the Company who signed the Registration Statement, directors and officers and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act, Act against any losses, claims, damages or liabilities to which the Company such party may become subject, under the Securities Act or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Agent), but only insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus, any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in conformity with written information furnished to the Company by the Agent specifically for use in the preparation thereof, it being understood and agreed that the only information furnished by the Agent for use in the Registration Statement or the Prospectus consists of the statements set forth in the second fifth paragraph under the caption “Plan of Distribution” in the Prospectus, and will reimburse such party for any legal or other expenses reasonably incurred by such party in connection with investigating or defending against any such loss, claim, damage, liability or action.

Agent Indemnification. The Agent will agrees to indemnify and hold harmless the Company, its affiliateseach of the directors of the Company, directors and each of the officers and employees of the Company, and each other person, if any, who controls the Company within the meaning of Section 15 of the U.S. Securities Act and or Section 20 20(a) of the Exchange Act, against any losses (other than loss of profits), liabilities, claims, damages and expenses whatsoever as incurred (including without limitation, reasonable and documented attorneys’ fees and any and all reasonable expenses whatsoever incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), joint or several, to which they or any of them may become subject under the U.S. Securities Act, the Exchange Act, Canadian Securities Laws or otherwise, insofar as such losses, liabilities, claims, damages or liabilities to which the Company may become subject, under the Securities Act or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Agent), but only insofar as such losses, claims, damages or liabilities expenses (or actions in respect thereof) arise out of or are based upon an or are caused or incurred, whether directly or indirectly, by reason of any (i) untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus, any amendment Prospectus or supplement thereto, or arise out of or are based upon (ii) the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that any such loss, liability, claim, damage or expense arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission was or misrepresentation or alleged misrepresentation made therein in reliance upon and in strict conformity with written the Agent Information. The Company hereby acknowledges that the only information that the Agent has furnished to the Company by the Agent specifically for use in the preparation thereof, it being understood and agreed that the only information furnished by the Agent expressly for use in the Registration Statement or Statement, the Prospectus consists of or any Issuer Free Writing Prospectus (or any amendment or supplement thereto) are the statements set forth in the second sentence of the second paragraph and the sixth, ninth and tenth paragraphs under the caption “Plan of Distribution” in the Prospectus, and will reimburse such party for any legal or other expenses reasonably incurred by such party in connection with investigating or defending against any such loss, claim, damage, liability or actionProspectus (the “Agent Information”).

Agent Indemnification. The Agent will indemnify and hold harmless the Company, its affiliatesdirectors, directors and its officers who sign the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act, Act against any losses, claims, damages or liabilities to which the Company may become subject, under the Securities Act or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Agent), but only insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus, any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in conformity with written information furnished to the Company by the Agent specifically for use in the preparation thereof, it being understood and agreed that the only information furnished by the Agent for use in the Registration Statement or the Prospectus consists of the statements set forth in the second tenth paragraph under the caption “Plan of Distribution” in the Prospectus, and will reimburse such party the Company for any legal or other expenses reasonably incurred by such party the Company in connection with investigating or defending against any such loss, claim, damage, liability or actionaction (whether or not the Company is a party thereto), whether threatened or commenced, as such expenses are incurred.

Agent Indemnification. The Agent will Agents, severally and not jointly, shall indemnify and hold harmless the Company, its affiliatesdirectors, directors officers and officers employees, and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act, from and against any lossesloss, claimsclaim, damages damage or liabilities liability, joint or several, or any action in respect thereof, to which the Company or any such director, officer, employee or controlling person may become subject, under the Securities Act or otherwise (including in settlement of any litigationotherwise, if such settlement is effected with the written consent of the Agent), but only insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities action arises out of, or is based upon, (or actions in respect thereofi) arise out of or are based upon an any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus, Statement or in any amendment or supplement thereto, or arise arising out of or are based upon the caused by any omission or alleged omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus, any Issuer Free Writing Prospectus or any amendment or supplements thereto, or caused by the omission or alleged omission to state therein any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, but in each case to the extent, but only to the extent, extent that such the untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written the Agent Information. The foregoing indemnity agreement is in addition to any liability that the Agents may otherwise have to the Company or to any such director, officer, employee or controlling person. The Company hereby acknowledges that the only information that the Agents have furnished to the Company by the Agent specifically for use in the preparation thereof, it being understood and agreed that the only information furnished by the Agent expressly for use in the Registration Statement or Statement, the Prospectus consists of or any Issuer Free Writing Prospectus (or any amendment or supplement thereto) are the statements set forth in the second paragraph seventh and eighth paragraphs under the caption “Plan of Distribution” in the Prospectus, and will reimburse such party for any legal or other expenses reasonably incurred by such party in connection with investigating or defending against any such loss, claim, damage, liability or actionProspectus Supplement (the “Agent Information”).