By the Placement Agent Sample Clauses
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By the Placement Agent. You will indemnify and hold harmless each Company and each other person who controls each Company within the meaning of the Securities Act, against any losses, claims, damages or liabilities, joint or several, to which the Company may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in the Memorandum, or any related sales material which the Companies authorize in writing for use by you, or arise out of or are based upon the omission or the alleged omission to state therein any material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Companies by you specifically for use therein and (ii) any breach by you or any Placement Agent of any representation, warranty or covenant contained in this Agreement, provided that you or any Placement Agent shall be liable under this Section 7.2 only to the extent that such losses, claims, damages or liabilities result from any action or inaction by you. You will reimburse any legal or other expenses reasonably incurred by the Companies or any controlling person in connection with investigating or defending any such loss, claim, damage, liability or action, provided that you shall reimburse any such legal or other expenses in connection with investigating or defending any such loss, claim, damage, liability or action only to the extent that such loss, claim, damage or liability results from any action or inaction caused by you.
By the Placement Agent. The Placement Agent represents, warrants, and covenants to the Company as follows:
By the Placement Agent. The Placement Agent agrees to indemnify, defend and hold harmless the Company and its agents, members, officers and directors from and against any loss, liability, claim, damage and expense whatsoever which arises out of or is based upon the gross negligence or willful misconduct of the Placement Agent with respect to the Offering as determined in a final judgment by a court of competent jurisdiction from which no appeal can be or is taken.