Common use of By the Issuer Clause in Contracts

By the Issuer. The Issuer shall indemnify and hold harmless, to the extent permitted by law, each holder of Registrable Securities, such holder’s officers, directors employees, agents and representatives, and each Person who controls such holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) (the “Indemnified Parties”) against all losses, claims, actions, damages, liabilities and expenses (including with respect to actions or proceedings, whether commenced or threatened, and including reasonable attorney fees and expenses) caused by, resulting from, arising out of, or are based upon: (i) any untrue or alleged untrue statement of material fact contained in (A) any registration statement, prospectus, preliminary prospectus or Free Writing Prospectus, or any amendment thereof or supplement thereto, (ii) any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading or (iii) any violation or alleged violation by the Issuer of the Securities Act or state securities laws or any rule or regulation promulgated thereunder applicable to the Issuer and relating to action or inaction required of the Issuer in connection with any such registration. In addition, the Issuer will reimburse such Indemnified Party for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such losses. Notwithstanding the foregoing, the Issuer shall not be liable in any such case to the extent that any such losses result from, arise out of, are based upon, or relate to an untrue statement or alleged untrue statement, or omission or alleged omission, made in such registration statement, any such prospectus, preliminary prospectus or Free Writing Prospectus or any amendment or supplement thereto, in reliance upon, and in conformity with, written information prepared and furnished in writing to the Issuer by such Indemnified Party expressly for use therein or by such Indemnified Party’s failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after the Issuer has furnished such Indemnified Party with a sufficient number of copies of the same. In connection with an underwritten offering, the Issuer shall indemnify such underwriters, their officers and directors, and each Person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Indemnified Parties.

By the Issuer. The Issuer shall indemnify and hold harmlessagrees to indemnify, to the extent permitted by law, the Holders and each holder Person who participates as an underwriter in the offering or sale of the Designated Registrable Securities, such holder’s their respective directors, officers, directors employees, employees and agents and representatives, and each Person who controls any Holder or any such holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) (the “Indemnified Parties”) underwriter against all losses, claims, actions, damages, liabilities and expenses (including with respect to actions or proceedings, whether commenced or threatened, and including reasonable attorney fees and expenses) caused by, resulting from, arising out of, of or are based upon: (i) any untrue information or statement contained in the Prospectus, any filing made in connection with the registration under the securities or other “blue sky” laws of a jurisdiction of the United States or any amendment thereto which at the time and in light of the circumstances under which it was made contains or is alleged to contain a misrepresentation; (ii) any order made or inquiry, investigation or proceeding commenced or threatened by any applicable Canadian Securities Commission, court or other competent authority based upon any misrepresentation or alleged untrue statement misrepresentation in the Prospectus or any amendment thereto or based upon any failure or alleged failure to comply with applicable Securities Laws (other than any failure to comply with applicable Securities Laws by the Holder or the underwriter or underwriters which is not as a result of material fact contained a failure or alleged failure of the Issuer to comply with applicable Securities Laws); and (iii) non-compliance by the Issuer with any of the Securities Laws in connection with a Secondary Registration and the distribution effected thereunder, except in the case of any of the foregoing insofar as (A) any registration statement, prospectus, preliminary prospectus information or Free Writing Prospectus, statement referred to in clause (i) or any amendment thereof or supplement thereto, (ii) any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading or this subsection 4.2 (iiia) any violation or alleged violation by the Issuer of the Securities Act or state securities laws or any rule or regulation promulgated thereunder applicable to the Issuer and relating to action or inaction required of the Issuer in connection with any such registration. In addition, the Issuer will reimburse such Indemnified Party for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such losses. Notwithstanding the foregoing, the Issuer shall not be liable in any such case to the extent that any such losses result from, arise out of, are based upon, or relate to an untrue statement or alleged untrue statement, or omission or alleged omission, made in such registration statement, any such prospectus, preliminary prospectus or Free Writing Prospectus or any amendment or supplement thereto, in reliance upon, and in conformity with, written information prepared and has been furnished in writing to the Issuer by such Indemnified Party the Holders or the underwriter or underwriters expressly for use therein pursuant to subsection 3.2(a) or by Section 4.1; or (B) any amounts paid in settlement of any claim have been paid if such Indemnified Party’s failure to deliver a copy settlement is effected without the prior written consent of the registration statement Issuer, which consent shall not be unreasonably withheld, conditioned or prospectus or any amendments or supplements thereto after the Issuer has furnished such Indemnified Party with a sufficient number of copies of the same. In connection with an underwritten offering, the Issuer shall indemnify such underwriters, their officers and directors, and each Person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Indemnified Partiesdelayed.

By the Issuer. The Issuer shall agrees to indemnify and hold harmless, to the maximum extent permitted by law, each holder of Registrable SecuritiesShares, such holder’s officersofficers and directors, directors employees, agents and representatives, and each Person who controls such holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) (collectively, the “Investor Indemnified Parties”) against all losseslosses (other than loss of profit in connection with the distribution of the Registrable Shares), claims, actions, damages, liabilities and expenses (including with respect to actions or proceedings, whether commenced or threatened, and including reasonable attorney fees and expenses) caused by, resulting from, arising out of, based upon or are based uponrelated to any of the following statements, omissions or violations by the Issuer: (i) any untrue or alleged untrue statement of material fact contained in (A) any registration statement, prospectus, preliminary prospectus or Free Writing Prospectusprospectus, registration statement or any amendment thereof or supplement thereto, (ii) in respect of a Demand Registration or Piggyback Registration, or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (iiiii) any violation or alleged violation by the Issuer of the Securities Act or state securities laws Laws or any rule or regulation promulgated thereunder applicable to the Issuer and relating to action or inaction required of the Issuer in connection with any such registrationqualification, registration or compliance. In addition, the Issuer will reimburse such Investor Indemnified Party for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such losses. Notwithstanding the foregoing, the Issuer shall not be liable in any such case to the extent that any such losses result from, arise out of, are based upon, or relate to an untrue statement or alleged untrue statement, or omission or alleged omission, made in such registration statement, any such prospectus, preliminary prospectus or Free Writing Prospectus prospectus, registration statement or any amendment or supplement thereto, or in any application, in reliance upon, and in conformity with, written information prepared and furnished in writing to the Issuer by such Investor Indemnified Party expressly for use therein or by such Investor Indemnified Party’s failure to deliver a copy of the prospectus or registration statement or prospectus or any amendments or supplements thereto after the Issuer has furnished such Investor Indemnified Party with a sufficient number of copies of the same. In connection with an underwritten offering, the Issuer shall indemnify such underwriters, their officers and directors, and each Person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Indemnified Parties.