By Tricon Sample Clauses

By Tricon. Tricon agrees to indemnify and hold harmless, to the maximum extent permitted by Law, each holder of Registrable Shares, such holder’s officers, directors, partners, members, managers, employees, advisors, sub-advisors, attorneys, agents and Representatives, and each Person who controls such holder (within the meaning of the U.S. Securities Laws or the Ontario Act, as applicable) (collectively, the “Investor 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, based upon or related to any of the following statements, omissions or violations by Tricon or any of its Representatives acting on its behalf: (i) any untrue or alleged untrue statement of material fact contained in any U.S. Registration Statement, Prospectus or Prospectus Supplement or any amendment thereof or supplement thereto, 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; or (ii) any violation or alleged violation by Tricon or any of its Representatives of the Securities Laws, any rule or regulation promulgated thereunder or any “blue sky” Law applicable to Tricon and relating to action or inaction required of Tricon in connection with any such registration, qualification or compliance. In addition, Tricon will reimburse such Investor Indemnified Party for any legal or any other expenses reasonably incurred by it in connection with investigating or defending any such losses. Notwithstanding the foregoing, Tricon 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 any such U.S. Registration Statement or Prospectus, or in any application, in reliance upon, and in conformity with, written information prepared and furnished in writing to Tricon by such Investor Indemnified Party expressly for use therein or by such Investor Indemnified Party’s failure to deliver a copy of the Prospectus, Prospectus Supplement or any amendments or supplements thereto after Tricon has furnished such Investor Indemnified Party with a sufficient number of copies of the same.