By Investor. To the extent permitted by law, Investor will indemnify and hold harmless the Company, each of its directors, each of its officers who have signed the registration statement, each Person, if any, who controls the Company within the meaning of Section 15 of the Securities Act, any underwriter (as determined in the Securities Act) and any other Shareholder selling securities under such registration statement or any of such other Shareholder’s partners, directors, officers, employees, trustees, legal counsel and any underwriter (as determined in the Securities Act) for such Shareholder and each Person, if any, who controls such Shareholder within the meaning of Section 15 of the Securities Act, against any expenses, losses, claims, damages or liabilities (joint or several) (or actions in respect thereof) to which the Company or any such director, officer, employee, trustee, legal counsel, controlling Person, underwriter or other such Shareholder, partner or director, officer, employee or controlling Person of such other Shareholder may become subject under the Securities Act, the Exchange Act or other applicable law, insofar as such expenses, losses, claims, damages or liabilities (or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by Investor expressly for use in connection with such registration; and Investor will reimburse any legal or other expenses reasonably incurred by the Company or any such director, officer, employee, controlling Person, underwriter or other Shareholder, partner, officer, employee, director or controlling Person of such other Shareholder in connection with investigating or defending any such loss, claim, damage, liability or action: provided, however, that the indemnity agreement contained in this Section 3.9(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of Investor, which consent shall not be unreasonably withheld; and provided, further that the total amounts payable in indemnity by Investor under this Section 3.9(b) plus any amount under Section 3.9(e) in respect of any Violation shall not exceed the net proceeds received by Investor in the registered offering out of which such Violation arises.
By Investor. On or prior to the Closing Date, Investor shall deliver or cause to be delivered to the Company the following:
(i) this Agreement duly executed by Investor; and
(ii) Investor’s Subscription Amount, by wire transfer to the Company pursuant to the wiring instructions set forth in Section 2.03(c).
By Investor. At the Closing, Investor shall deliver or cause to be delivered to the Company or, if applicable, the transfer agent for the Replacement Shares, certificates representing the Exchanged Shares owned by Investor free and clear of all liens, encumbrances, pledges and claims of any kind, accompanied by instruments of transfer sufficient to transfer such stock to the Company.
By Investor. (A) if the Company shall have breached or failed to perform any of its representations, warranties, covenants or agreements set forth in this Agreement, which breach or failure to perform (i) would give rise to the failure of a condition set forth in Section 5.02 and (ii) is incapable of being cured by the Company by the Outside Date (as the same may be extended).
By Investor. Subject to the terms and condition of this Article IX, Investor covenants and agrees to defend, indemnify and hold harmless Company and each of its heirs, executors, administrators, distributees or legal representatives (collectively, the "Company Indemnitees"), from and against any and all Losses resulting from or arising out of:
(a) any misrepresentation or breach of warranty of Investor contained in this Agreement; provided, however, that no claim for indemnification under this clause (a) may be made after the third anniversary of the Closing Date; or
(b) any failure of Investor to perform any covenant or agreement made or contained in this Agreement or fulfill any other obligation in respect thereof. The Investor shall not be required to indemnify Company Indemnitees with respect to any claim for indemnification resulting from or arising out of matters described in clause (a) above pursuant to this Section 9.2 unless and until the aggregate amount of all claims against Investor exceeds $50,000 ("Investor's Threshold Amount"), in which case Investor shall be required to indemnify Company Indemnitees for the full amount of such claims, including Investor's Threshold Amount, but only up to an aggregate amount of $500,000 for all claims.
By Investor. In connection with any registration statement filed by the Company pursuant to Section 7(a) or Section 7(b) in which the Investor has registered Shares for sale, the Investor will, and hereby agrees to, indemnify and hold harmless to the fullest extent permitted by Law (i) the Company and each of its directors, officers, employees, agents, affiliates and each other person, if any, who controls (within the meaning of the Exchange Act) the Company and (ii) each other seller and such other seller’s directors, officers, managers, agents and Affiliates (each, an “Investor Indemnitee”), in each case against all Losses to the extent such Losses arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Offering Document or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein in the light of circumstances in which they were made not misleading, if such untrue statement or alleged untrue statement or omission or alleged omission was made by the Company in reliance upon and in conformity with information furnished to the Company in writing by or on behalf of the Investor or other seller of Shares stating that it is for use therein; provided, however, that the liability of such indemnifying party under this Section 7(i) will be limited to the amount of the net proceeds (after giving effect to underwriting discounts and commissions) received by such indemnifying party in the sale of Shares giving rise to such liability. The foregoing indemnity will remain in full force and effect regardless of any investigation made by or on behalf of the Investor Indemnitee and will survive the transfer of such securities by such indemnifying party.
By Investor. As a material inducement for the Company to enter into this Agreement, Investor hereby represents, warrants and covenants to the Company that:
5.2.1. Investor has the capacity to purchase the Securities, enter into this Agreement and to perform all the obligations required to be performed by Investor hereunder, and such purchase will not contravene any law, rule or regulation binding on Investor or any investment guideline or restriction applicable to Investor. 5.2.2. Investor is a resident of the state set forth on the Investor Signature Page and is not acquiring the Participation Interests as a nominee or agent or otherwise for any other person.
By Investor. As a material inducement for the Company to enter into this Agreement, Investor hereby represents, warrants and covenants to the Company that:
5.2.1. Investor has the capacity to purchase the Securities, enter into this Agreement and to perform all the obligations required to be performed by Investor hereunder, and such purchase will not contravene any law, rule or regulation binding on Investor or any investment guideline or restriction applicable to Investor. 5.2.2. Investor is a resident of the state set forth on the Investor Signature Page and is not acquiring the Participation Interests as a nominee or agent or otherwise for any other person.
5.2.3. Investor, if a natural person, is at least eighteen (18) years of age.
5.2.4. Investor will comply with all applicable laws and regulations in effect in any jurisdiction in which Investor purchases or sells the Securities and obtain any consent, approval or permission required for such purchases or sales under the laws and regulations of any jurisdiction to which Investor is subject or in which Investor makes such purchases or sales, and Company shall have no responsibility therefor.
5.2.5. Including the amount set forth on the Investor Signature Page, in the past twelve (12) month period, Investor has not exceeded the investment limit as set forth in Rule 100(a)(2) of Regulation CF.
5.2.6. Investor has received a copy of the Form C, has not been furnished any offering literature other than the Form C and has relied only on the information contained therein to make the decision to purchase the Securities.
5.2.7. Investor understands and accepts that the purchase of the Securities involves various risks, including the risks outlined in the Form C and in this Agreement. Investor represents that it is able to bear any and all loss associated with an investment in the Securities. Investor acknowledges that the price of the Securities was set by the Company arbitrarily and no warranties are made as to value.
5.2.8. Investor confirms that it is not relying and will not rely on any communication (written or oral) of the Company, OpenDeal Portal LLC (the “Intermediary”), or any of their respective affiliates, as investment advice or as a recommendation to purchase the Securities. It is understood that information and explanations related to the terms and conditions of the Securities provided in the Form C or otherwise by the Company, the Intermediary or any of their respective affiliates shall not be considered in...
By Investor. Except as set forth below, Investor shall not be required to indemnify any member of the NINA Group with respect to any claim for indemnification resulting from or arising out of matters described in Section 10.3(a) except to the extent that (i) any such claim is in an amount in excess of the De Minimis Amount, and (ii) the aggregate amount of all claims by members of the NINA Group in excess of the De Minimis Amount exceeds the Indemnity Threshold, and then the NINA Group will be entitled to recover all Losses except for Losses from claims that may not be asserted under Section 10.4(b)(i); provided, that Investor’s maximum aggregate liability under Section 10.3(a) shall not exceed the Indemnity Cap; provided, further, that Investor’s liability under Section 10.3(a) for breaches of representations and warranties contained in Section 6.1, Section 6.2 or Section 6.4 shall not be subject to or count toward the De Minimis Amount or the Indemnity Threshold. For the avoidance of doubt, any claims by the NINA Group for Losses arising from the matters specified in Section 10.3(b) shall not be subject to any of the limitations set forth in the preceding sentence. Notwithstanding anything herein to the contrary, Investor’s aggregate liability under this Agreement shall not exceed the Investor Aggregate Investment Amount.
By Investor. In connection with any Shelf Registration Statement, the Investor will furnish to the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such registration statement or prospectus and, to the extent permitted by law, will indemnify the Company, its officers, directors, employees, agents and representatives, and each Person who controls the Company (within the meaning of the Securities Act) against any Losses resulting from (as determined by a final and appealable judgment, order or decree of a court of competent jurisdiction) any untrue or alleged untrue statement of material fact contained in the registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission is contained in any information or affidavit so furnished in writing by the Investor expressly for use therein; provided that the obligation to indemnify will be individual, not joint and several, for the Investor and will be limited to the net amount of proceeds received by the Investor from the sale of Registrable Securities pursuant to such registration statement.
