Common use of Company Indemnification Clause in Contracts

Company Indemnification. The Company agrees to indemnify and hold harmless Xxxxx, the directors, officers, partners, employees and agents of Xxxxx and each person, if any, who (i) controls Xxxxx within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with Xxxxx 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 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 Xxxxx, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus or any amendment or supplement to the Registration Statement or the Prospectus or in any free writing prospectus or in any application or other document executed by or on behalf of the Company in connection with this Agreement or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Placement Shares under the securities laws thereof or filed with the Commission or (y) the omission or alleged omission to state in any such document a material fact required to be stated in it or necessary to make the statements in it not misleading; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused directly or indirectly by an untrue statement or omission made in reliance upon and in conformity with the Agent’s Information. This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless XxxxxAgent, the directors, officers, partners, employees and agents of Xxxxx Agent and each person, if any, who (i) controls Xxxxx Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with Xxxxx Agent (a “Agent 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 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 XxxxxAgent, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus or any amendment or supplement to the Registration Statement or the Prospectus or in any free writing prospectus Free Writing Prospectus approved by the Company in accordance with Section 7(w) hereof, or in any application or other document executed by or on behalf of the Company in connection with this Agreement or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Placement Shares under the securities laws thereof or filed with the Commission Commission, or (y) the omission or alleged omission to state in any such document a material fact required to be stated in it or necessary to make the statements in it not misleading; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused directly or indirectly by an untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information relating to Agent and furnished to the Agent’s InformationCompany by Agent expressly for inclusion in any document as described in clause (x) of this Section 9(a). This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless Xxxxxthe Agents, the their affiliates and their respective members, directors, officers, partners, employees and agents of Xxxxx agents, and each person, if any, who who: (i) controls Xxxxx the Agents within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, ; or (ii) is controlled by or is under common control with Xxxxx the Agents, in each case 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 reasonably incurred in connection with, and any and all amounts paid in settlement (in accordance with this Section 9(c)9) of, any action, suit suit, investigation or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third partyparty (including, without limitation, any governmental or self-regulatory authority, or otherwise, or any claim assertedasserted or threatened), as and when incurred, to which Xxxxxthe Agents, or any such other person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on on: (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus (or any amendment or supplement to the Registration Statement or the Prospectus Prospectus) or in any free writing prospectus or in any application or other document executed by or on behalf of the Company in connection with this Agreement or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Placement Common Shares under the securities laws thereof or filed with the Commission or Commission; (y) the omission or alleged omission to state in any such document a material fact required to be stated in it therein or necessary to make the statements therein (solely with respect to the Prospectus, in it light of the circumstances under which they were made) not misleading; or (z) any breach by any of the indemnifying parties of any of their respective representations, warranties or agreements contained in this Agreement; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused directly or indirectly by an untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with the Agent’s InformationAgents’ Information (as defined in Section 20(a)). This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to will indemnify and hold harmless Xxxxxeach Holder, the directors, each of its officers, partnersdirectors and partners and such Holder's legal counsel and independent accountants, employees and agents of Xxxxx and each person, if any, who (i) controls Xxxxx person controlling such Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, with respect to which registration, qualification or (ii) is controlled by or is under common control with Xxxxx 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 withcompliance has been effected pursuant to this Agreement, and each underwriter, if any, and each person who controls any and all amounts paid in settlement (in accordance with underwriter within the meaning of Section 9(c)) of, any action, suit or proceeding between any 15 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 Xxxxx, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such lossesagainst all expenses, claims, liabilitieslosses, expenses damages and liabilities (or damages arise actions in respect thereof), including any of the foregoing incurred in settlement of any litigation, arising out of or are based, directly or indirectly, based on (x) any untrue statement (or alleged untrue statement statement) of a material fact contained in the Registration Statement any registration statement, prospectus, offering circular or the Prospectus other document, or any amendment or supplement thereto, incident to the Registration Statement any such registration, qualification or the Prospectus or in any free writing prospectus or in any application or other document executed by or on behalf of the Company in connection with this Agreement compliance, or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Placement Shares under the securities laws thereof or filed with the Commission or omission (y) the omission or alleged omission omission) to state in any such document therein a material fact required to be stated in it therein or necessary to make the statements in it therein, not misleading; provided, howeveror any violation by the Company of any rule or regulation promulgated under the Securities Act applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance, and will reimburse each such Holder, each of its officers, directors and partners and such Holder's legal counsel and independent accountants, and each person controlling such Holder, each such underwriter and each person who controls any such underwriter, for any legal and any other expenses reasonably incurred in connection with investigating, preparing or defending any such claim, loss, damage, liability or action, provided that this indemnity agreement shall the Company will not apply be liable in any such case to the extent that any such claim, loss, claimdamage, liability, liability or expense arises out of or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused directly or indirectly by an based on any untrue statement or omission or alleged untrue statement or omission, made in reliance upon and in conformity with the Agent’s Information. This indemnity agreement will be in addition written information furnished to any liability that the Company might otherwise haveby an instrument duly executed by such Holder or underwriter and stated to be specifically for use therein.

Company Indemnification. The (i) To the extent permitted by applicable Law, the Company agrees to will indemnify and hold harmless Xxxxxthe Investor, each Person who controls the directors, officers, partners, employees and agents of Xxxxx and each person, if any, who Investor (i) controls Xxxxx within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and their respective officers, directors, members, managers, shareholders, agents and employees and any underwriter for the Company and each Person who controls such underwriter (within the meaning of Section 15 of the Securities Act or (iiSection 20 of the Exchange Act) is controlled by or is under common control with Xxxxx from and against any and all losses, claims, liabilitiescosts, expenses and damages or liabilities (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)whether joint or several) of, any action, suit or 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 Xxxxx, or any such person, they may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law applicable Laws or otherwise, insofar as such losses, claims, liabilitiesdamages, expenses or damages liabilities (or actions in respect thereof) arise out of or are basedbased upon any of the following statements, directly omissions or indirectly, on violations (xeach a “Violation”): (i) any untrue statement (or alleged untrue statement statement) of a material fact contained in the such Registration Statement Statement, including any preliminary prospectus or the Final Prospectus contained therein or any amendment amendments or supplement to the Registration Statement or the Prospectus or in any free writing prospectus or in any application or other document executed by or on behalf of the Company in connection with this Agreement or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Placement Shares under the securities laws thereof or filed with the Commission or supplements thereto, (yii) the omission (or alleged omission omission) to state in the Registration Statement, including any such document preliminary prospectus or Final Prospectus contained therein or any amendments or supplements thereto, a material fact required to be stated in it therein or necessary to make the statements in it therein not misleading; provided, howeveror (iii) any violation or alleged violation by the Company of U.S. Securities Laws, that or any rule or regulation promulgated under U.S. Securities Laws. The Company will reimburse any Person intended to be indemnified pursuant to this indemnity agreement shall not apply to the extent that Section 4.5(a) for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liabilitydamage, expense liability or damage arises from action. (ii) The indemnity agreement contained in this Section 4.5(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the sale consent of the Placement Shares pursuant Company (which consent shall not be unreasonably withheld or delayed), nor shall the Company be liable for any such loss, claim, damage, liability or action to this Agreement and the extent that it arises out of or is caused directly or indirectly by an untrue statement or omission made based upon a Violation that occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such Registration by the Agent’s Information. This Investor, underwriter or controlling Person. (iii) The foregoing indemnity agreement will be in addition of the Company is subject to the condition that, insofar as they relate to any liability that defect in a preliminary prospectus but such defect has been eliminated or remedied in the Company might otherwise haveamended prospectus on file with the Commission at the time the applicable Registration becomes effective (the “Final Prospectus”), such indemnity shall not inure to the benefit of any Person if a copy of the Final Prospectus was timely furnished to the Investor or underwriter and was not furnished to the Person asserting the loss, liability, claims or damages at or prior to the time such action is required by the Securities Act.

Company Indemnification. The Company agrees to indemnify and hold harmless Xxxxx, the directors, officers, partners, employees and agents of Xxxxx and each person, if any, who (i) controls Xxxxx within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with Xxxxx 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 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 Xxxxx, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus or any amendment or supplement to the Registration Statement or the Prospectus or in any free writing prospectus or in any application or other document executed by or on behalf of the Company in connection with this Agreement or based on written information furnished in writing by or on behalf of the Company filed in any jurisdiction in order to qualify the Placement Shares Common Stock under the securities laws thereof or filed with the Commission or (y) the omission or alleged omission to state in any such document a material fact required to be stated in it or necessary to make the statements in it not misleading; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused directly or indirectly by an untrue statement or omission made in reliance upon and in conformity with information relating to Xxxxx and furnished in writing to the Agent’s InformationCompany by Xxxxx expressly for use therein. This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The In consideration of the Subscriber’s execution and delivery of the Transaction Documents to which it is a party and acquiring the Securities hereunder and thereunder and in addition to all of the Company’s other obligations under the Transaction Documents to which it is a party, the Company agrees to shall defend, protect, indemnify and hold harmless Xxxxxthe Subscriber and each other holder of the Securities and all of their shareholders, the directorstrustees, partners, members, officers, partnersdirectors, employees and agents of Xxxxx direct or indirect investors and each person, if any, who (i) controls Xxxxx within the meaning of Section 15 any of the Securities Act foregoing persons’ agents or Section 20 of other representatives (including, without limitation, those retained in connection with the Exchange Acttransactions contemplated by this Agreement) (collectively, or (iithe “Subscriber Indemnitees”) is controlled by or is under common control with Xxxxx from and against any and all lossesactions, causes of action, suits, claims, liabilitieslosses, expenses costs, penalties, fees, liabilities and damages (includingother than consequential damages), but not limited to, any and all reasonable investigative, legal and other expenses incurred in connection withtherewith (irrespective of whether any such Subscriber Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable attorneys’ fees and disbursements (the “Subscriber Indemnified Liabilities”), incurred by any and all amounts paid in settlement (in accordance with Section 9(c)) Subscriber Indemnitee as a result of, or arising out of, or relating to (a) any misrepresentation or breach of any representation or warranty made by the Company in the Transaction Documents, (b) any breach of any covenant, agreement or obligation of the Company contained in the Transaction Documents, or (c) any cause of action, suit or proceeding between any claim brought or made against such Subscriber Indemnitee by a third party (including for these purposes a derivative action brought on behalf of the indemnified parties Company) 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 Xxxxx, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise arising out of or are basedresulting from (i) other than those arising from or resulting from a misrepresentation or breach of any representation or warranty made by such Subscriber Indemnitee contained in the Transaction Documents to which it is a party, the execution, delivery, performance or enforcement of the Transaction Documents, (ii) any transaction financed or to be financed in whole or in part, directly or indirectly, on with the proceeds of the issuance of the Securities, or (xiii) any untrue statement the status of the Subscriber or alleged untrue statement holder of a material fact contained the Securities as an investor in the Registration Statement or the Prospectus or any amendment or supplement to the Registration Statement or the Prospectus or in any free writing prospectus or in any application or other document executed by or on behalf of the Company in connection with this Agreement or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Placement Shares under the securities laws thereof or filed with the Commission or (y) the omission or alleged omission to state in any such document a material fact required to be stated in it or necessary to make the statements in it not misleading; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused directly or indirectly by an untrue statement or omission made in reliance upon and in conformity with the Agent’s Information. This indemnity agreement will be in addition to any liability that the Company might otherwise haveCompany.

Company Indemnification. The Company agrees to indemnify and hold harmless XxxxxCowen, the directors, officers, partners, employees and agents of Xxxxx Cowen and each person, if any, who (i) controls Xxxxx Cowen within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with Xxxxx Cowen 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 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 XxxxxCowen, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus or any amendment or supplement to the Registration Statement or the Prospectus or in any free writing prospectus or in any application or other document executed by or on behalf of the Company in connection with this Agreement or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Placement Shares Common Stock under the securities laws thereof or filed with the Commission or Commission, (y) the omission or alleged omission to state in any such document a material fact required to be stated in it or necessary to make the statements in it not misleadingmisleading or (z) any breach by any of the indemnifying parties of any of their respective representations, warranties and agreements contained in this Agreement; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused directly or indirectly by an untrue statement or omission omission, or alleged untrue statements or omissions, made in reliance upon and in conformity with the Agent’s Information. This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The In consideration of the Subscriber's execution and delivery of the Transaction Documents to which it is a party and acquiring the Securities hereunder and thereunder and in addition to all of the Company's other obligations under the Transaction Documents to which it is a party, the Company agrees to shall defend, protect, indemnify and hold harmless Xxxxxthe Subscriber and each other holder of the Securities and all of their shareholders, the directorstrustees, partners, members, officers, partnersdirectors, employees and agents of Xxxxx direct or indirect investors and each person, if any, who (i) controls Xxxxx within the meaning of Section 15 any of the Securities Act foregoing persons' agents or Section 20 of other representatives (including, without limitation, those retained in connection with the Exchange Acttransactions contemplated by this Agreement) (collectively, or (iithe "Subscriber Indemnitees") is controlled by or is under common control with Xxxxx from and against any and all lossesactions, causes of action, suits, claims, liabilitieslosses, expenses costs, penalties, fees, liabilities and damages (includingother than consequential damages), but not limited to, any and all reasonable investigative, legal and other expenses incurred in connection withtherewith (irrespective of whether any such Subscriber Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable attorneys' fees and disbursements (the "Subscriber Indemnified Liabilities"), incurred by any and all amounts paid in settlement (in accordance with Section 9(c)) Subscriber Indemnitee as a result of, or arising out of, or relating to (a) any misrepresentation or breach of any representation or warranty made by the Company in the Transaction Documents, (b) any breach of any covenant, agreement or obligation of the Company contained in the Transaction Documents, or (c) any cause of action, suit or proceeding between any claim brought or made against such Subscriber Indemnitee by a third party (including for these purposes a derivative action brought on behalf of the indemnified parties Company) 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 Xxxxx, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise arising out of or are basedresulting from (i) other than those arising from or resulting from a misrepresentation or breach of any representation or warranty made by such Subscriber Indemnitee contained in the Transaction Documents to which it is a party, the execution, delivery, performance or enforcement of the Transaction Documents, (ii) any transaction financed or to be financed in whole or in part, directly or indirectly, on with the proceeds of the issuance of the Securities, or (xiii) any untrue statement the status of the Subscriber or alleged untrue statement holder of a material fact contained the Securities as an investor in the Registration Statement or the Prospectus or any amendment or supplement to the Registration Statement or the Prospectus or in any free writing prospectus or in any application or other document executed by or on behalf of the Company in connection with this Agreement or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Placement Shares under the securities laws thereof or filed with the Commission or (y) the omission or alleged omission to state in any such document a material fact required to be stated in it or necessary to make the statements in it not misleading; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused directly or indirectly by an untrue statement or omission made in reliance upon and in conformity with the Agent’s Information. This indemnity agreement will be in addition to any liability that the Company might otherwise haveCompany.

Company Indemnification. The Company agrees to indemnify and hold harmless XxxxxAgent, the directors, officers, partners, employees and agents of Xxxxx Agent and each person, if any, who (i) controls Xxxxx Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with Xxxxx Agent (a “Agent 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 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 XxxxxAgent, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus or any amendment or supplement to the Registration Statement or the Prospectus or in any free writing prospectus Free Writing Prospectus approved by the Company in accordance with Section 7(v) hereof, or in any application or other document executed by or on behalf of the Company in connection with this Agreement or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Placement Shares under the securities laws thereof or filed with the Commission Commission, or (y) the omission or alleged omission to state in any such document a material fact required to be stated in it or necessary to make the statements in it not misleading; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused directly or indirectly by an untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information relating to Agent and furnished to the Agent’s InformationCompany by Agent expressly for inclusion in any document as described in clause (x) of this Section 9(a). This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless Xxxxxthe Sales Agent, the directors, officers, members, partners, employees and agents of Xxxxx the Sales Agent each broker dealer affiliate of the Sales Agent, and each personSales Agent Affiliate, if any, who (i) controls Xxxxx within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with Xxxxx from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, any and all reasonable and documented 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 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 Xxxxxthe Sales Agent, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus or any amendment or supplement to the Registration Statement or the Prospectus thereto or in any free writing prospectus or in any application or other document executed by or on behalf of the Company in connection with this Agreement or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Placement Shares under the securities laws thereof or filed with the Commission or Issuer Free Writing Prospectus, (y) the omission or alleged omission to state in any such document a material fact required to be stated in it or necessary to make the statements in it not misleadingmisleading or (z) any breach by any of the indemnifying parties of any of their respective representations, warranties and agreements contained in this Agreement; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused directly or indirectly by an untrue statement or omission made in reliance upon and in strict conformity with written information relating to the Agent’s InformationSales Agent and furnished to the Company by the Sales Agent expressly for inclusion in any document as described in clause (x) of this Section 9(a). This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless Xxxxxthe Agent, the its affiliates and their respective partners, members, directors, officers, partners, employees and agents of Xxxxx agents, and each person, if any, who (i) controls Xxxxx the Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, Act or (ii) is controlled by or is under common control with Xxxxx the Agent, in each case from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, including any and all reasonable investigative, legal and other expenses expenses) reasonably incurred in connection with, and any and all amounts paid in settlement (in accordance with this Section 9(c)9) of, any action, suit suit, investigation or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third partyparty (including any governmental or self-regulatory authority, or otherwise, or any claim assertedasserted or threatened), as and when incurred, to which Xxxxxthe Agent, or any such person, other person may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus (or any amendment or supplement to the Registration Statement or the Prospectus Prospectus) or in any free writing prospectus or in any application or other document executed by or on behalf of the Company in connection with this Agreement or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Placement Shares Common Stock under the securities laws thereof or filed with the Commission or Commission, (y) the omission or alleged omission to state in any such document a material fact required to be stated in it therein or necessary to make the statements therein (solely with respect to the Prospectus, in it light of the circumstances under which they were made) not misleadingmisleading or (z) any breach by any of the indemnifying parties of any of their respective representations, warranties or agreements contained in this Agreement; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused caused, directly or indirectly indirectly, by an untrue statement or omission omission, or alleged untrue statement or omission, made in reliance upon and in conformity with the Agent’s Information. This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless Xxxxxeach of the Agents, the Forward Sellers and Forward Purchasers, their respective directors, officers, partners, employees and agents of Xxxxx agents, and each person, if any, who (i) controls Xxxxx any Agent, Forward Seller or Forward Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with Xxxxx any of the Agents, Forward Sellers or Forward Purchasers 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(c11(c)) of, any action, suit or 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 Xxxxxany of the Agents, Forward Sellers or Forward Purchasers, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement Statement, the Prospectus or the any Issuer Free Writing Prospectus or any amendment or supplement to the Registration Statement or Statement, the Prospectus or in any free writing prospectus Issuer Free Writing Prospectus or in any application or other document executed by or on behalf of the Company in connection with this Agreement or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Placement Shares under the securities laws thereof or filed with the Commission or Commission, (y) the omission or alleged omission to state in any such document a material fact required to be stated in it or necessary to make the statements in it not misleadingmisleading or (z) any breach by any of the indemnifying parties of any of their respective representations, warranties and agreements contained in this Agreement or any Terms Agreement; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement, any Terms Agreement or any Forward Contract and is caused directly or indirectly by an untrue statement or omission made in reliance upon and in conformity with written information relating to any of the Agent’s InformationAgents, Forward Sellers or Forward Purchasers and furnished to the Company by any of the Agents, Forward Sellers or Forward Purchasers expressly for inclusion in any document as described in clause (x) of this Section 11(a). This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to will indemnify each Holder, and hold harmless Xxxxxeach Holder’s officers, the directors, officersmembers, governors, employees, partners, employees legal counsel, and agents of Xxxxx accountants, and each person, if any, who (i) controls Xxxxx person controlling such Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Actwith respect to any registration, qualification, or (ii) is controlled by or is under common control with Xxxxx 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 withcompliance effected pursuant to this Section 1, and any each underwriter, if any, and all amounts paid in settlement (in accordance with each person who controls, within the meaning of Section 9(c)) of, any action, suit or proceeding between any 15 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 Xxxxx, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulationany underwriter, at common law or otherwise, insofar as such lossesagainst all expenses, claims, losses, damages, and liabilities (or actions, proceedings, or settlements in respect of such expenses, claims, losses, damages, and liabilities, expenses or damages arise ) arising out of or are based, directly or indirectly, based on (x) any untrue statement (or alleged untrue statement statement) of a material fact contained in the Registration Statement or the Prospectus or any amendment or supplement to the Registration Statement or the Prospectus or in any free writing prospectus or in any application prospectus, offering circular, or other document executed by (including any related registration statement, notification, or on behalf of the Company in connection with this Agreement similar document) incident to any such registration, qualification, or compliance, or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Placement Shares under the securities laws thereof or filed with the Commission or omission (y) the omission or alleged omission omission) to state in any such document a material fact required to be stated in it such document or necessary to make the statements in it such document not misleading, or any violation by the Company of the Securities Act and any applicable state securities laws or any rule or regulation under the Securities Act or state securities laws applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification, or compliance, and will reimburse each such Holder, and each of such Holder’s officers, directors, partners, legal counsel, and accountants, and each person controlling such Holder, and each such underwriter, and each person who controls any such underwriter, for any legal and any other expenses reasonably incurred in connection with investigating and defending or settling any such claim, loss, damage, liability, or action; provided, however, provided that this indemnity agreement shall the Company will not apply be liable in any such case to the extent that any such claim, loss, damage, liability, or expense arises out of or is based on any untrue statement or omission based upon written information furnished to the Company by such Holder or underwriter and stated to be specifically for use in such document. The Parties expressly agree and acknowledge that the indemnity agreement contained in this Section 1.5(a) will not apply to amounts paid in settlement of any such loss, claim, damage, liability, expense or damage arises from action if such settlement is effected without the sale of the Placement Shares pursuant to this Agreement and is caused directly Company’s consent (which consent will not be unreasonably withheld, delayed or indirectly by an untrue statement or omission made in reliance upon and in conformity with the Agent’s Information. This indemnity agreement will be in addition to any liability that the Company might otherwise haveconditioned).

Company Indemnification. The Company agrees to indemnify and hold harmless Xxxxxthe Agents, the their affiliates and their respective members, directors, officers, partners, employees and agents of Xxxxx agents, and each person, if any, who (i) controls Xxxxx the Agents within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with Xxxxx the Agents, in each case 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 reasonably incurred in connection with, and any and all amounts paid in settlement (in accordance with this Section 9(c)9) of, any action, suit suit, investigation or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third partyparty (including, without limitation, any governmental or self-regulatory authority, or otherwise, or any claim assertedasserted or threatened), as and when incurred, to which Xxxxxthe Agents, or any such other person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus (or any amendment or supplement to the Registration Statement or the Prospectus Prospectus) or in any free writing prospectus or in any application or other document executed by or on behalf of the Company in connection with this Agreement or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Placement Shares Common Stock under the securities laws thereof or filed with the Commission or Commission, (y) the omission or alleged omission to state in any such document a material fact required to be stated in it therein or necessary to make the statements therein (solely with respect to the Prospectus, in it light of the circumstances under which they were made) not misleadingmisleading or (z) any breach by any of the indemnifying parties of any of their respective representations, warranties or agreements contained in this Agreement; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused directly or indirectly by an untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with the Agent’s InformationAgents’ Information (as defined in Section 20(a)). This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The In consideration of the Subscriber's execution and delivery of the Transaction Documents to which it is a party and acquiring the Securities hereunder and thereunder and in addition to all of the Company's other obligations under the Transaction Documents to which it is a party, the Company agrees to shall defend, protect, indemnify and hold harmless Xxxxxthe Subscriber and each other holder of the Securities and all of their shareholders, the directorstrustees, partners, members, officers, partnersdirectors, employees and agents of Xxxxx direct or indirect investors and each person, if any, who (i) controls Xxxxx within the meaning of Section 15 any of the Securities Act foregoing persons' agents or Section 20 of other representatives (including, without limitation, those retained in connection with the Exchange Acttransactions contemplated by this Agreement) (collectively, or (iithe "SUBSCRIBER INDEMNITEES") is controlled by or is under common control with Xxxxx from and against any and all lossesactions, causes of action, suits, claims, liabilitieslosses, expenses costs, penalties, fees, liabilities and damages (includingother than consequential damages), but not limited to, any and all reasonable investigative, legal and other expenses incurred in connection withtherewith (irrespective of whether any such Subscriber Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable attorneys' fees and disbursements (the "SUBSCRIBER INDEMNIFIED LIABILITIES"), incurred by any and all amounts paid in settlement (in accordance with Section 9(c)) Subscriber Indemnitee as a result of, or arising out of, or relating to (a) any misrepresentation or breach of any representation or warranty made by the Company in the Transaction Documents, (b) any breach of any covenant, agreement or obligation of the Company contained in the Transaction Documents, or (c) any cause of action, suit or proceeding between any claim brought or made against such Subscriber Indemnitee by a third party (including for these purposes a derivative action brought on behalf of the indemnified parties Company) 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 Xxxxx, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise arising out of or are basedresulting from (i) other than those arising from or resulting from a misrepresentation or breach of any representation or warranty made by such Subscriber Indemnitee contained in the Transaction Documents to which it is a party, the execution, delivery, performance or enforcement of the Transaction Documents, (ii) any transaction financed or to be financed in whole or in part, directly or indirectly, on with the proceeds of the issuance of the Securities, or (xiii) any untrue statement the status of the Subscriber or alleged untrue statement holder of a material fact contained the Securities as an investor in the Registration Statement or the Prospectus or any amendment or supplement to the Registration Statement or the Prospectus or in any free writing prospectus or in any application or other document executed by or on behalf of the Company in connection with this Agreement or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Placement Shares under the securities laws thereof or filed with the Commission or (y) the omission or alleged omission to state in any such document a material fact required to be stated in it or necessary to make the statements in it not misleading; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused directly or indirectly by an untrue statement or omission made in reliance upon and in conformity with the Agent’s Information. This indemnity agreement will be in addition to any liability that the Company might otherwise haveCompany.

Company Indemnification. The Company agrees to indemnify and hold harmless Xxxxxthe Sales Agents, the directors, officers, members, partners, employees and agents of Xxxxx the Sales Agents, each broker dealer affiliate of the Sales Agents, and each personDesignated Sales Agent Affiliate, if any, who (i) controls Xxxxx within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with Xxxxx from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, any and all actual, reasonable and documented 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 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 Xxxxxthe Sales Agents, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus or any amendment or supplement to the Registration Statement or the Prospectus thereto or in any free writing prospectus Issuer Free Writing Prospectus or in any application or other document executed by or on behalf of the Company in connection with this Agreement or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Placement Shares Common Stock under the securities laws thereof or filed with the Commission or Commission, (y) the omission or alleged omission to state in any such document a material fact required to be stated in it or necessary to make the statements in it not misleadingmisleading or (z) any breach by any of the indemnifying parties of any of their respective representations, warranties and agreements contained in this Agreement; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused directly or indirectly by an untrue statement or omission made in reliance upon and in strict conformity with written information relating to the Agent’s InformationSales Agents and furnished to the Company by the Sales Agents expressly for inclusion in any document as described in clause (x) of this Section 9(a). This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless Xxxxx, the directors, officers, partners, employees and agents of Xxxxx and each person, if any, who (i) controls Xxxxx within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with Xxxxx (a “Xxxxx Affiliate”) from and against any and all losses, claims, liabilities, reasonable and documented expenses and damages (including, but not limited to, any and all reasonable and documented 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 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 Xxxxx, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus or any amendment or supplement to the Registration Statement or the Prospectus or in any free writing prospectus or in any application or other document executed by or on behalf of the Company in connection with this Agreement or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Placement Shares Common Stock under the securities laws thereof or filed with the Commission or Commission, (y) the omission or alleged omission to state in any such document a material fact required to be stated in it or necessary to make the statements in it not misleadingmisleading or (z) any breach by any of the indemnifying parties of any of their respective representations, warranties and agreements contained in this Agreement; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused directly or indirectly by an untrue statement or omission made in reliance upon and in conformity with the Agent’s Information. This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless Xxxxx, the directors, officers, partners, employees and agents of Xxxxx and each person, if any, who (i) controls Xxxxx within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with Xxxxx 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 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 Xxxxx, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus or any amendment or supplement to the Registration Statement or the Prospectus or in any free writing prospectus or in any application or other document executed by or on behalf of the Company in connection with this Agreement or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Placement Shares Common Stock under the securities laws thereof or filed with the Commission or Commission, (y) the omission or alleged omission to state in any such document a material fact required to be stated in it or necessary to make the statements in it not misleadingmisleading (or not misleading in light of the circumstances under which they were made with respect to the Prospectus) or (z) any material breach by any of the indemnifying parties of any of their respective representations, warranties and agreements contained in this Agreement; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused directly or indirectly by an untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with the Agent’s InformationInformation (as defined in Section 20(b)). This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless Xxxxxthe Sales Agent, the directors, officers, members, partners, employees and agents of Xxxxx the Sales Agent, each broker dealer affiliate of the Sales Agent, and each personSales Agent Affiliate, if any, who (i) controls Xxxxx within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with Xxxxx 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 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 Xxxxxthe Sales Agent, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus or any amendment or supplement to the Registration Statement or the Prospectus thereto or in any free writing prospectus Issuer Free Writing Prospectus or in any application or other document executed by or on behalf of the Company in connection with this Agreement or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Placement Shares Common Stock under the securities laws thereof or filed with the Commission Commission, or (y) the omission or alleged omission to state in any such document a material fact required to be stated in it or necessary to make the statements in it not misleading; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused directly or indirectly by an untrue statement or omission made in reliance upon and in strict conformity with written information relating to the Agent’s InformationSales Agent and furnished to the Company by the Sales Agent or its agents expressly for inclusion in any document as described in Section 9(b). This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless Xxxxxthe Agent, the its affiliates and their respective partners, members, directors, officers, partners, employees and agents of Xxxxx agents, and each person, if any, who (i) controls Xxxxx the Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, Act or (ii) is controlled by or is under common control with Xxxxx the Agent, in each case from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, including any and all reasonable investigative, legal and other expenses reasonably incurred in connection with, and any and all amounts paid in settlement (in accordance with this Section 9(c)9) of, any action, suit suit, investigation or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third partyparty (including any governmental or self-regulatory authority, or otherwise, or any claim assertedasserted or threatened)), as and when incurred, to which Xxxxxthe Agent, or any such person, other person may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus (or any amendment or supplement to the Registration Statement or the Prospectus Prospectus) or in any free writing prospectus or in any application or other document executed by or on behalf of the Company in connection with this Agreement or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Placement Shares Common Stock under the securities laws thereof or filed with the Commission or Commission, (y) the omission or alleged omission to state in any such document a material fact required to be stated in it therein or necessary to make the statements therein (solely with respect to the Prospectus, in it light of the circumstances under which they were made) not misleadingmisleading or (z) any breach by any of the indemnifying parties of any of their respective representations, warranties or agreements contained in this Agreement; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused caused, directly or indirectly indirectly, by an untrue statement or omission omission, or alleged untrue statement or omission, made in reliance upon and in conformity with the Agent’s Information. This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless Xxxxxthe Agent, the its affiliates and their respective partners, members, directors, officers, partners, employees and agents of Xxxxx agents, and each person, if any, who (i) controls Xxxxx the Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, Act or (ii) is controlled by or is under common control with Xxxxx the Agent, in each case from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, including any and all reasonable investigative, legal and other expenses reasonably incurred in connection with, and any and all amounts paid in settlement of (in accordance with this Section 9(c9)) of), any action, suit suit, investigation or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third partyparty (including any governmental or self-regulatory authority, or otherwise, or any claim assertedasserted or threatened), as and when incurred, to which Xxxxxthe Agent, or any such person, other person may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus (or any amendment or supplement to the Registration Statement or the Prospectus Prospectus) or in any free writing prospectus or in any application or other document executed by or on behalf of the Company in connection with this Agreement or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Placement Ordinary Shares under the securities laws thereof or filed with the Commission or Commission, (y) the omission or alleged omission to state in any such document a material fact required to be stated in it therein or necessary to make the statements therein (solely with respect to the Prospectus, in it light of the circumstances under which they were made) not misleadingmisleading or (z) any breach by any of the indemnifying parties of any of their respective representations, warranties or agreements contained in this Agreement; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused caused, directly or indirectly indirectly, by an untrue statement or omission omission, or alleged untrue statement or omission, made in reliance upon and in conformity with the Agent’s Information. This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless Xxxxx, the directors, officers, partners, employees and agents of Xxxxx and each person, if any, who (i) controls Xxxxx within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with Xxxxx 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 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 Xxxxx, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus or any amendment or supplement to the Registration Statement or the Prospectus or in any free writing prospectus or in any application or other document executed by or on behalf of the Company in connection with this Agreement or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Placement Shares Common Stock under the securities laws thereof or filed with the Commission or Commission, (y) the omission or alleged omission to state in any such document a material fact required to be stated in it or necessary to make the statements in it not misleadingmisleading or (z) any breach by any of the indemnifying parties of any of their respective representations, warranties and agreements contained in this Agreement; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused directly or indirectly by an untrue statement or omission made in reliance upon and in conformity with the Agent’s Information. This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless Xxxxxthe Agent, the its affiliates and their respective partners, members, directors, officers, partners, employees and agents of Xxxxx agents, and each person, if any, who (i) controls Xxxxx the Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, Act or (ii) is controlled by or is under common control with Xxxxx the Agent, in each case from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, including any and all reasonable investigative, legal and other expenses reasonably incurred in connection with, and any and all amounts paid in settlement (in accordance with this Section 9(c9)) of, any action, suit suit, investigation or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third partyparty (including any governmental or self-regulatory authority, or otherwise, or any claim assertedasserted or threatened)), as and when incurred, to which Xxxxx, the Agent or any such person, other person may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus (or any amendment or supplement to the Registration Statement or the Prospectus Prospectus) or in any free writing prospectus or in any application or other document executed by or on behalf of the Company in connection with this Agreement or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Placement Shares Common Stock under the securities laws thereof or filed with the Commission or Commission, (y) the omission or alleged omission to state in any such document a material fact required to be stated in it therein or necessary to make the statements therein (solely with respect to the Prospectus, in it light of the circumstances under which they were made) not misleadingmisleading or (z) any breach by any of the indemnifying parties of any of their respective representations, warranties or agreements contained in this Agreement; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused caused, directly or indirectly indirectly, by an untrue statement or omission omission, or alleged untrue statement or omission, made in reliance upon and in conformity with the Agent’s Information. This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless XxxxxXxxxx Fargo, the directors, officers, partners, employees and agents of Xxxxx Fargo and each person, if any, who (i) controls Xxxxx Fargo within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with Xxxxx Fargo (a “Xxxxx Fargo 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 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 XxxxxXxxxx Fargo, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus or any amendment or supplement to the Registration Statement or the Prospectus or in any free writing prospectus or in any application or other document executed by or on behalf of the Company in connection with this Agreement or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Placement Shares Class A Common Stock under the securities laws thereof or filed with the Commission or Commission, (y) the omission or alleged omission to state in any such document a material fact required to be stated in it or necessary to make the statements in it not misleadingmisleading or (z) any breach by any of the indemnifying parties of any of their respective representations, warranties and agreements contained in this Agreement; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused directly or indirectly by an untrue statement or omission made in reliance upon and in conformity with the Agent’s InformationInformation (as hereinafter defined). This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The In consideration of the Purchaser's execution and delivery of the Transaction Documents to which it is a party and acquiring the Notes hereunder and thereunder and in addition to all of the Company's other obligations under the Transaction Documents to which it is a party, the Company agrees to shall defend, protect, indemnify and hold harmless Xxxxxthe Purchaser and each other holder of the Notes and all of their affiliates, the directorsshareholders, trustees, partners, members, officers, partnersdirectors, employees and agents of Xxxxx direct or indirect investors and each person, if any, who (i) controls Xxxxx within the meaning of Section 15 any of the Securities Act foregoing persons' agents or Section 20 of other representatives (including, without limitation, those retained in connection with the Exchange Acttransactions contemplated by this Agreement) (collectively, or (iithe "Purchaser Indemnitees") is controlled by or is under common control with Xxxxx from and against any and all lossesactions, causes of action, suits, claims, liabilitieslosses, expenses costs, penalties, fees, liabilities and damages (includingother than consequential damages), but not limited to, any and all reasonable investigative, legal and other expenses incurred in connection withtherewith (irrespective of whether any such Purchaser Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable attorneys' fees and disbursements (the "Purchaser Indemnified Liabilities"), incurred by any and all amounts paid in settlement (in accordance with Section 9(c)) Purchaser Indemnitee as a result of, or arising out of, or relating to (a) any misrepresentation or breach of any representation or warranty made by the Company in the Transaction Documents, (b) any breach of any covenant, agreement or obligation of the Company contained in the Transaction Documents, or (c) any cause of action, suit or proceeding between any claim brought or made against such Purchaser Indemnitee by a third party (including for these purposes a derivative action brought on behalf of the indemnified parties Company) 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 Xxxxx, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise arising out of or are basedresulting from (i) other than those arising from or resulting from a misrepresentation or breach of any representation or warranty made by such Purchaser Indemnitee contained in the Transaction Documents to which it is a party, the execution, delivery, performance or enforcement of the Transaction Documents, (ii) any transaction financed or to be financed in whole or in part, directly or indirectly, on with the proceeds of the issuance of the Notes, or (xiii) any untrue statement the status of the Purchaser or alleged untrue statement holder of a material fact contained the Notes as an investor in the Registration Statement or the Prospectus or any amendment or supplement to the Registration Statement or the Prospectus or in any free writing prospectus or in any application or other document executed by or on behalf of the Company in connection with this Agreement or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Placement Shares under the securities laws thereof or filed with the Commission or (y) the omission or alleged omission to state in any such document a material fact required to be stated in it or necessary to make the statements in it not misleading; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused directly or indirectly by an untrue statement or omission made in reliance upon and in conformity with the Agent’s Information. This indemnity agreement will be in addition to any liability that the Company might otherwise haveCompany.

Company Indemnification. The Company agrees to indemnify indemnify, hold harmless, reimburse and hold harmless Xxxxxdefend each Creditor Party, the each of such Creditor Party’s officers, directors, officersagents, partnersaffiliates, employees control persons, and agents of Xxxxx and each personprincipal shareholders, if anyagainst all claims, who (i) controls Xxxxx within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Actcosts, or (ii) is controlled by or is under common control with Xxxxx from and against any and all losses, claimsexpenses, liabilities, expenses and obligations, losses or damages (includingincluding reasonable legal fees) of any nature, but not limited toincurred by or imposed upon such Creditor Party which result, 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 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 Xxxxx, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on based upon: (xi) any untrue statement or alleged untrue statement of a material fact contained in misrepresentation by the Registration Statement or the Prospectus Company or any amendment of its Subsidiaries or supplement to breach of any warranty by the Registration Statement Company or the Prospectus any of its Subsidiaries in this Agreement, any other Related Agreement or in any free writing prospectus exhibits or schedules attached hereto or thereto; or (ii) any breach or default in performance by Company or any application of its Subsidiaries of any covenant or undertaking to be performed by Company or any of its Subsidiaries hereunder, under any other document executed Related Agreement or any other agreement entered into by the Company and/or any of its Subsidiaries and such Creditor Party relating hereto or thereto; or (iii) (a) the violation of any Environmental Laws and the regulations promulgated pursuant to such laws, all as amended and relating to or affecting the Company and/or any Subsidiary and the Company’s and/or any Subsidiary’s properties, whether or not caused by or on behalf within the control of any Creditor Party and/or (b) the presence, release or threat of release of any Hazardous Materials (including, without limitation, asbestos, polychlorinated biphenyls, petroleum products, flammable explosives, radioactive materials, infectious substances or raw materials which include hazardous constituents) on, in, under or affecting all or any portion of any property of the Company in connection with this Agreement and/or any Subsidiary or based on written information furnished any surrounding areas, regardless of whether or not caused by or on behalf within the control of the Company filed in any jurisdiction in order to qualify the Placement Shares under the securities laws thereof or filed with the Commission or (y) the omission or alleged omission to state in any such document a material fact required to be stated in it or necessary to make the statements in it not misleading; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused directly or indirectly by an untrue statement or omission made in reliance upon and in conformity with the Agent’s Information. This indemnity agreement will be in addition to any liability that the Company might otherwise haveCreditor Party.

Company Indemnification. The Company agrees to indemnify and hold harmless Xxxxxthe Agent, the its affiliates and their respective partners, members, directors, officers, partners, employees and agents of Xxxxx agents, and each person, if any, who (i) controls Xxxxx the Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, Act or (ii) is controlled by or is under common control with Xxxxx the Agent, in each case from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, including any and all reasonable investigative, legal and other expenses reasonably incurred in connection with, and any and all amounts paid in settlement (in accordance with this Section 9(c9)) of, any action, suit suit, investigation or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third partyparty (including any governmental or self-regulatory authority, or otherwise, or any claim assertedasserted or threatened)), as and when incurred, to which Xxxxxthe Agent, or any such person, other person may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus (or any amendment or supplement to the Registration Statement or the Prospectus Prospectus) or in any free writing prospectus or in any application or other document executed by or on behalf of the Company in connection with this Agreement or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Placement Shares Common Stock under the securities laws thereof or filed with the Commission or Commission, (y) the omission or alleged omission to state in any such document a material fact required to be stated in it therein or necessary to make the statements therein (solely with respect to the Prospectus, in it light of the circumstances under which they were made) not misleadingmisleading or (z) any breach by any of the indemnifying parties of any of their respective representations, warranties or agreements contained in this Agreement; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused caused, directly or indirectly indirectly, by an untrue statement or omission omission, or alleged untrue statement or omission, made in reliance upon and in conformity with the Agent’s Information. This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless Xxxxxthe Agent, the its affiliates, and their respective directors, officers, partnersagents and employees, employees and agents of Xxxxx and each person, if any, who (i) controls Xxxxx the Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with Xxxxx from and Act against any and all losses, claims, damages or 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 joint or 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 incurredseveral, to which Xxxxx, or any such person, the Agent may become subject subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwiseotherwise (including in settlement of any litigation), insofar as such losses, claims, liabilities, expenses damages or damages liabilities (or actions in respect thereof) arise out of or are basedbased upon, directly in whole or indirectly, on in part: (xi) any an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the Rule 430B Information (as defined below) and at any subsequent time pursuant to Rules 430A and 430B promulgated under the Securities Act, and any other information deemed to be part of the Registration Statement at the time of effectiveness, and at any subsequent time pursuant to the Securities Act or the Prospectus Exchange Act, and the Prospectus, or any amendment or supplement to the Registration Statement or the Prospectus or in thereto (including any free writing prospectus or in any application or other document executed by or on behalf of the Company in connection with this Agreement or based on written information furnished by or on behalf of the Company documents filed in any jurisdiction in order to qualify the Placement Shares under the securities laws thereof Exchange Act and deemed to be incorporated by reference into the Prospectus), any Permitted Free Writing Prospectus, or filed with any roadshow as defined in Rule 433(h) under the Commission Securities Act (a “road show”), or (y) the an omission or alleged omission to state in any such document therein a material fact required to be stated in it therein or necessary to make the statements in it therein not misleading; provided, however, that this indemnity agreement shall not apply to , (ii) any inaccuracy in the extent that such loss, claim, liability, expense or damage arises from the sale representations and warranties of the Placement Shares pursuant Company contained herein; (iii) any investigation or proceeding by any governmental authority, commenced or threatened (whether or not the Agent is a target of or party to this Agreement and is caused directly such investigation or indirectly by an untrue statement or omission made in reliance upon and in conformity with the Agent’s Information. This indemnity agreement will be in addition to proceeding); or (iv) any liability that failure of the Company might otherwise have.to perform its respective obligations hereunder or under law;

Company Indemnification. The Company agrees to indemnify and hold harmless Xxxxxthe Agent, the its affiliates and their respective partners, members, directors, officers, partners, employees and agents of Xxxxx agents, and each person, if any, who (i) controls Xxxxx the Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, Act or (ii) is controlled by or is under common control with Xxxxx the Agent, in each case from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, including any and all reasonable investigative, legal and other expenses reasonably incurred in connection with, and any and all amounts paid in settlement of (in accordance with this Section 9(c9)) of, any action, suit suit, investigation or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third partyparty (including any governmental or self-regulatory authority, or otherwise, or any claim assertedasserted or threatened), as and when incurred, to which Xxxxxthe Agent, or any such person, other person may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus (or any amendment or supplement to the Registration Statement or the Prospectus Prospectus) or in any free writing prospectus or in any application or other document executed by or on behalf of the Company in connection with this Agreement or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Placement Shares Common Stock under the securities laws thereof or filed with the Commission or Commission, (y) the omission or alleged omission to state in any such document a material fact required to be stated in it therein or necessary to make the statements therein (solely with respect to the Prospectus, in it light of the circumstances under which they were made) not misleadingmisleading or (z) any breach by any of the indemnifying parties of any of their respective representations, warranties or agreements contained in this Agreement; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused caused, directly or indirectly indirectly, by an untrue statement or omission omission, or alleged untrue statement or omission, made in reliance upon and in conformity with the Agent’s Information. This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless XxxxxCredit Agricole, the directors, officers, partners, employees and agents of Xxxxx Credit Agricole and each person, if any, who (i) controls Xxxxx Credit Agricole within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with Xxxxx Credit Agricole (a “Credit Agricole 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 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 XxxxxCredit Agricole, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus or any amendment or supplement to the Registration Statement or the Prospectus or in any free writing prospectus Free Writing Prospectus approved by the Company in accordance with Section 7(v) hereof, or in any application or other document executed by or on behalf of the Company in connection with this Agreement or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Placement Shares under the securities laws thereof or filed with the Commission Commission, or (y) the omission or alleged omission to state in any such document a material fact required to be stated in it or necessary to make the statements in it not misleading; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused directly or indirectly by an untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information relating to Credit Agricole and furnished to the Agent’s InformationCompany by Credit Agricole expressly for inclusion in any document as described in clause (x) of this Section 9(a). This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless Xxxxxthe Agent, the its affiliates and their respective partners, members, directors, officers, partners, employees and agents of Xxxxx agents, and each person, if any, who (i) controls Xxxxx the Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, Act or (ii) is controlled by or is under common control with Xxxxx the Agent, in each case from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, including any and all reasonable investigative, legal and other expenses incurred reasonably incurred) in connection with, and any and all amounts paid in settlement (in accordance with this Section 9(c)9) ofin connection with, any action, suit suit, investigation or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third partyparty (including any governmental or self-regulatory authority, or otherwise, or any claim assertedasserted or threatened), as and when incurred, to which Xxxxxthe Agent, or any such person, other person may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus (or any amendment or supplement to the Registration Statement or the Prospectus Prospectus) or in any free writing prospectus or in any application or other document executed by or on behalf of the Company in connection with this Agreement or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Placement Shares Common Stock under the securities laws thereof or filed with the Commission or Commission, (y) the omission or alleged omission to state in any such document a material fact required to be stated in it therein or necessary to make the statements therein (solely with respect to the Prospectus, in it light of the circumstances under which they were made) not misleadingmisleading or (z) any breach by any of the indemnifying parties of any of their respective representations, warranties or agreements contained in this Agreement; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused caused, directly or indirectly indirectly, by an untrue statement or omission omission, or alleged untrue statement or omission, made in reliance upon and in conformity with the Agent’s Information. This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless XxxxxCF&Co, the directors, officers, partners, employees and agents of Xxxxx CF&Co and each person, if any, who (i) controls Xxxxx CF&Co within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with Xxxxx CF&Co (a “CF&Co Affiliate”) from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, any and all reasonable investigativeinvestigative expenses by any governmental agency or body, 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 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 XxxxxCF&Co, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus or any amendment or supplement to the Registration Statement or the Prospectus or in any free writing prospectus or in any application or other document executed by or on behalf of the Company in connection with this Agreement or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Placement Shares under the securities laws thereof or filed with the Commission SEC, or (y) the omission or alleged omission to state in any such document Registration Statement or amendment or supplement thereto a material fact required to be stated in it or necessary to make the statements in it not misleading, or (z) the omission or alleged omission to state in any such Prospectus or amendment or supplement thereto a material fact required to be stated in it or necessary to make the statements in it, in the light of the circumstances under which they were made, not misleading; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to under this Agreement and is caused directly or indirectly by an untrue statement or omission made in reliance upon and in conformity with written information relating to CF&Co and furnished to the Agent’s InformationCompany by CF&Co expressly for inclusion in any document as described in clause (x) of this Section 9(a); provided, however, that the indemnity provision contained in this Section 9(a) shall not inure to the benefit of CF&Co or any CF&Co Affiliate with respect to any person asserting such loss, expense, liability, damage or claim which is the subject thereof if the Prospectus or amendment or supplement thereto prepared with the consent of CF&Co and furnished to CF&Co, prior to CF&Co providing written confirmation of the sale of the Shares to such person, corrected any such alleged untrue statement or omission and if CF&Co failed to send or give a copy of the Prospectus or amendment or supplement thereto to such person at or prior to providing written confirmation of the sale of the Shares to such person; provided further that the foregoing proviso shall not apply to At The Market sales wherein the Company failed to send or give a copy of the Prospectus or amendment or supplement thereto to the Exchange or other exchange or market on which such sales were effected as may be required by the rules or regulations of such exchange or market. This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to will indemnify and hold harmless Xxxxxthe Agent, each officer and director of the directorsAgent, officers, partners, employees and agents of Xxxxx and each person, if any, who (i) controls Xxxxx the Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange ActAct and each broker-dealer affiliate of the Agent, or (ii) is controlled by or is under common control with Xxxxx from and against any and all losses, claims, damages or 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 joint or 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 incurredseveral, to which Xxxxx, or any such person, the Agent may become subject subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses damages or damages liabilities (or actions in respect thereof) arise out of or are based, directly or indirectly, on (x) any based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or Statement, the Base Prospectus, the Prospectus Supplement, the Prospectus, or any amendment or supplement to the Registration Statement or the thereto, any Issuer Free Writing Prospectus or in any free writing prospectus “issuer information” filed or in any application required to be filed pursuant to Rule 433(d) under the Securities Act or other document executed by or on behalf arise out of the Company in connection with this Agreement or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Placement Shares under the securities laws thereof or filed with the Commission or (y) upon the omission or alleged omission to state in any such document therein a material fact required to be stated in it therein or necessary to make the statements in it therein not misleading, and will reimburse the Agent for documented legal or other expenses reasonably incurred by the Agent in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that this indemnity agreement the Company shall not apply be liable in any such case to the extent that any such loss, claim, liability, expense damage or damage liability arises from the sale out of the Placement Shares pursuant to this Agreement and or is caused directly or indirectly by based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, the Base Prospectus, the Prospectus Supplement, the Prospectus, or any amendment or supplement thereto or any Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Agent’s Information. This indemnity agreement will be in addition to any liability Company by the Agent expressly for use therein, it being understood and agreed that the Company might otherwise haveonly such information furnished by the Agent as aforesaid consists of the third paragraph of the Plan of Distribution section of the Prospectus Supplement (collectively, the “Agent Information”).

Company Indemnification. The Company agrees to indemnify and hold harmless XxxxxCowen, the directors, officers, partners, employees and agents of Xxxxx Cowen and each person, if any, who (i) controls Xxxxx Cowen within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with Xxxxx Cowen 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 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 XxxxxCowen, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus or any amendment or supplement to the Registration Statement or the Prospectus or in any free writing prospectus or in any application or other document executed by or on behalf of the Company in connection with this Agreement or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Placement Shares Common Stock under the securities laws thereof or filed with the Commission or Commission, (y) the omission or alleged omission to state in any such document a material fact required to be stated in it or necessary to make the statements in it not misleadingmisleading or (z) any breach by any of the indemnifying parties of any of their respective representations, warranties and agreements contained in this Agreement; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused directly or indirectly by an untrue statement or omission made in reliance upon and in conformity with the solely Agent’s Information. “Agent’s Information” means, solely, the following information in the Prospectus: the third sentence of the eighth paragraph and the tenth paragraph under the caption “Plan of Distribution” in the Prospectus. This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless XxxxxCF&Co, the directors, officers, partners, employees and agents of Xxxxx CF&Co and each person, if any, who (i) controls Xxxxx CF&Co within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with Xxxxx CF&Co (a “CF&Co Affiliate”) from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, any and all reasonable investigativeinvestigative expenses by any governmental agency or body, 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 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 XxxxxCF&Co, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus or any amendment or supplement to the Registration Statement or the Prospectus or in any free writing prospectus or in any application or other document executed by or on behalf of the Company in connection with this Agreement or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Placement Shares under the securities laws thereof or filed with the Commission Commission, or (y) the omission or alleged omission to state in any such document Registration Statement or amendment or supplement thereto a material fact required to be stated in it or necessary to make the statements in it not misleading, or (z) the omission or alleged omission to state in any such Prospectus or amendment or supplement thereto a material fact required to be stated in it or necessary to make the statements in it, in the light of the circumstances under which they were made, not misleading; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to under this Agreement and is caused directly or indirectly by an untrue statement or omission made in reliance upon and in conformity with written information relating to CF&Co and furnished to the Agent’s InformationCompany by CF&Co expressly for inclusion in any document as described in clause (x) of this Section 9(a). This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless XX Xxxxx, the its affiliates and each of their respective directors, officers, partners, employees and agents of XX Xxxxx and each person, if any, who (i) controls XX Xxxxx within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with XX Xxxxx from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, any and all reasonable and documented 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 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 incurredwithin 30 days of receipt of the written document expenses by the indemnifying party, to which XX Xxxxx, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus or any amendment or supplement to the Registration Statement or the Prospectus or in any free writing prospectus or in any application or other document executed by or on behalf of the Company in connection with this Agreement or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Placement Shares Common Stock under the securities laws thereof or filed with the Commission Commission, or (y) the omission or alleged omission to state in any such document a material fact required to be stated in it or necessary to make the statements in it not misleading; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement or any Terms Agreement and is caused directly or indirectly by an untrue statement or omission made in reliance upon and in conformity with the Agent’s Information. This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless XxxxxCowen, the directors, officers, partners, employees and agents of Xxxxx Cowen and each person, if any, who (i) controls Xxxxx Cowen within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with Xxxxx Cowen 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 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 XxxxxCowen, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus or any amendment or supplement to the Registration Statement or the Prospectus or in any free writing prospectus or in any application or other document executed by or on behalf of the Company in connection with this Agreement or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Placement Shares Common Stock under the securities laws thereof or filed with the Commission or Commission, (y) the omission or alleged omission to state in any such document a material fact required to be stated in it or necessary to make the statements in it not misleadingmisleading or (z) any breach by any of the indemnifying parties of any of their respective representations, warranties and agreements contained in this Agreement; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused directly or indirectly by an untrue statement or omission made in reliance upon and in conformity with the Agent’s Information. This indemnity agreement will be in addition to any liability that the Company might otherwise have. For purposes of this Section 9, “Agent’s Information” means, solely, the following information in the Prospectus: the eighth and tenth paragraphs under the caption “Plan of Distribution” in the Prospectus.

Company Indemnification. The Company agrees to will indemnify and hold harmless Xxxxxthe Underwriter, the directors, officers, partners, employees its officers and agents of Xxxxx directors and each person, if any, who (i) controls Xxxxx the Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or (ii) is controlled by or is under common control with Xxxxx from and against any and all losses, claims, damages or 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 joint or 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 incurredseveral, to which Xxxxxthe Underwriter, its officers, directors, or any such person, controlling person may become subject subject, under the Securities Act, Act or the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses damages or damages liabilities (or actions in respect thereof) arise out of or are based, directly or indirectly, on based upon (xa) any untrue statement or alleged untrue statement of a material fact contained in (i) the Registration Statement or (including the Prospectus as a part thereof), (ii) Authorized Sales Materials (when read in conjunction with the Prospectus) or (iii) any amendment or supplement to the Registration Statement or the Prospectus or in any free writing prospectus or in any blue sky application or other document executed by the Company or on its behalf specifically for the purpose of qualifying any or all of the Company in connection with this Agreement Notes for sale under the securities laws of any jurisdiction or based on upon written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Placement Shares under the securities laws thereof (any such application, document or filed with the Commission information being hereinafter called a “Blue Sky Application”), or (yb) the omission or alleged omission to state in the Registration Statement (including the Prospectus as a part thereof), Authorized Sales Materials (when read in conjunction with the Prospectus), or in any such document Blue Sky Application a material fact required to be stated in it therein or necessary to make the statements in it therein not misleading; provided. The Company will reimburse the Underwriter, howeverand its officers and directors and controlling persons, that this indemnity agreement shall not apply to for any reasonable legal or other expenses reasonably incurred by the extent that Underwriter, and its officers and directors and controlling persons, in connection with investigating or defending such loss, claim, liabilitydamage, expense liability or action; provided that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises from the sale of the Placement Shares pursuant to this Agreement and out of, or is caused directly or indirectly by based upon an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Agent’s Information. This indemnity agreement will be Company by the Underwriter for use in addition to the Registration Statement, the Prospectus, such Authorized Sales Materials or any liability such Blue Sky Application; and further provided that the Company might otherwise havewill not be liable in any such case if it is determined that the Underwriter had knowledge of the untrue statement or alleged untrue statement or omission or alleged omission giving rise to or resulting in such loss, claim, damage, liability or action.

Company Indemnification. The Company agrees to indemnify and hold harmless Xxxxx, the directors, officers, partners, employees and agents of Xxxxx and each person, if any, who (i) controls Xxxxx within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with Xxxxx (a “Xxxxx 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 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 incurredpromptly upon demand for any legal fees or other expenses reasonably incurred by that indemnified party in connection therewith, to which Xxxxx, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus or any amendment or supplement to the Registration Statement or the Prospectus or any document incorporated by reference therein or in any free writing prospectus or in any application or other document executed by or on behalf of the Company in connection with this Agreement or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Placement Shares under the securities laws thereof or filed with the Commission or (y) the omission or alleged omission to state in any such document a material fact required to be stated in it or necessary to make the statements therein in it light of (other than in the case of any Registration Statement) the circumstances under which they were made not misleading; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused directly or indirectly by an untrue statement or alleged untrue statement in or omission or alleged omission from the Registration Statement or the Prospectus, or any such amendment or supplement thereto, made in reliance upon and in conformity with written information furnished to the Agent’s InformationCompany by Xxxxx expressly for inclusion in any document as described in clause (x) of this Section 9(a). This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless Xxxxxthe Agent, the its affiliates, directors, officersofficers and employees, partners, employees and agents of Xxxxx and each person, if any, who (i) controls Xxxxx the Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with Xxxxx from and Act against any and all losses, claims, damages or 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 joint or 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 incurredseveral, to which Xxxxx, or any such person, the Agent may become subject subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwiseotherwise (including in settlement of any litigation), insofar as such losses, claims, liabilities, expenses damages or damages liabilities (or actions in respect thereof) arise out of or are basedbased upon, directly in whole or indirectly, on in part: (xi) any an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the Rule 430B Information (as defined below) and at any subsequent time pursuant to Rules 430A and 430B promulgated under the Securities Act, and any other information deemed to be part of the Registration Statement at the time of effectiveness, and at any subsequent time pursuant to the Securities Act or the Prospectus Exchange Act, and the Prospectus, or any amendment or supplement to the Registration Statement or the Prospectus or in thereto (including any free writing prospectus or in any application or other document executed by or on behalf of the Company in connection with this Agreement or based on written information furnished by or on behalf of the Company documents filed in any jurisdiction in order to qualify the Placement Shares under the securities laws thereof Exchange Act and deemed to be incorporated by reference into the Prospectus), any Permitted Free Writing Prospectus, or filed with any roadshow as defined in Rule 433(h) under the Commission Securities Act (a “road show”), or (y) the an omission or alleged omission to state in any such document therein a material fact required to be stated in it therein or necessary to make the statements in it therein not misleading; and will reimburse the Agent for any legal or other expenses reasonably incurred by it in connection with investigating or defending against such loss, claim, damage, liability or action; provided, however, that this indemnity agreement the Company shall not apply be liable in any such case of (i) through (iii) to the extent that any such loss, claim, liabilitydamage, expense liability or damage action arises from the sale out of the Placement Shares pursuant to this Agreement and or is caused directly or indirectly by based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, the Prospectus, or any such amendment or supplement, in reliance upon and in conformity with the Agent’s Information. This indemnity agreement will be in addition written information furnished to any liability that the Company might otherwise have.by the Agent specifically for use in the preparation thereof. “Rule 430B Information,” as used herein, means information with respect to the Shares and the offering thereof permitted to be omitted from the Registration Statement when it becomes effective pursuant to Rule 430B;

Company Indemnification. The Company agrees to indemnify and hold harmless Xxxxxthe Agent, the its affiliates and their respective partners, members, directors, officers, partners, employees and agents of Xxxxx agents, and each person, if any, who (i) controls Xxxxx the Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, Act or (ii) is controlled by or is under common control with Xxxxx the Agent, in each case from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, including any and all reasonable investigative, legal and other expenses reasonably incurred in connection with, and any and all amounts paid in settlement (in accordance with this Section 9(c9)) of, any action, suit suit, investigation or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third partyparty (including any governmental or self-regulatory authority, or otherwise, or any claim assertedasserted or threatened), as and when incurred, to which Xxxxxthe Agent, or any such person, other person may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus (or any amendment or supplement to the Registration Statement or the Prospectus Prospectus) or in any free writing prospectus or in any application or other document executed by or on behalf of the Company in connection with this Agreement or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Placement Ordinary Shares under the securities laws thereof or filed with the Commission or Commission, (y) the omission or alleged omission to state in any such document a material fact required to be stated in it therein or necessary to make the statements therein (solely with respect to the Prospectus, in it light of the circumstances under which they were made) not misleadingmisleading or (z) any breach by any of the indemnifying parties of any of their respective representations, warranties or agreements contained in this Agreement; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused caused, directly or indirectly indirectly, by an untrue statement or omission omission, or alleged untrue statement or omission, made in reliance upon and in conformity with the Agent’s Information. This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless XxxxxCowen, the directors, officers, partners, employees and agents of Xxxxx Cowen and each person, if any, who (i) controls Xxxxx Cowen within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with Xxxxx Cowen 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 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 XxxxxCowen, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus or any amendment or supplement to the Registration Statement or the Prospectus or in any free writing prospectus or in any application or other document executed by or on behalf of the Company in connection with this Agreement or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Placement Shares Common Stock under the securities laws thereof or filed with the Commission or Commission, (y) the omission or alleged omission to state in any such document a material fact required to be stated in it or necessary to make the statements in it not misleadingmisleading or (z) any breach by any of the indemnifying parties of any of their respective representations, warranties and agreements contained in this Agreement or any Terms Agreement; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement or any Terms Agreement and is caused directly or indirectly by an untrue statement or omission made in reliance upon and in conformity with the solely Agent’s Information. This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to shall indemnify and hold harmless Xxxxxeach Specified Stockholder, the directorsits Affiliates, officers, directors, stockholders, partners, employees members and agents of Xxxxx agents, any underwriter for such Specified Stockholder and each personPerson, if any, who (i) controls Xxxxx any of the foregoing within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with Xxxxx 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 proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third partydamages, or otherwise, liabilities (joint or any claim asserted), as and when incurred, several) to which Xxxxx, or any such person, they may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwiselaw, insofar as such losses, claims, liabilitiesdamages, expenses or damages liabilities (or actions in respect thereof) arise out of or are basedbased upon any of the following (collectively, directly or indirectly, on “Violations”): (xi) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus or such registration statement, including any amendment or supplement to the Registration Statement or the Prospectus or in any preliminary prospectus, free writing prospectus or final prospectus contained therein or any amendments or supplements thereto or in any application or other document executed incorporated by or on behalf of the Company in connection with this Agreement or based on written information furnished by or on behalf of the Company filed in reference thereto, (ii) any jurisdiction in order to qualify the Placement Shares under the securities laws thereof or filed with the Commission or (y) the omission or alleged omission to state in any such document therein a material fact required to be stated in it therein, or necessary to make the statements in it therein not misleading, or (iii) any violation or alleged violation by the Company of the Securities Act, any other securities law or any rule or regulation promulgated under the Securities Act or any other securities law; and the Company will pay to each such Person, as incurred, any legal or other expenses reasonably incurred by it in connection with investigating or defending any such loss, claim, damage, liability, or action; provided, however, that this indemnity agreement Section 2.6(a) shall not apply to the extent that amounts paid in settlement of any such loss, claim, damage, liability, expense or damage arises from action if such settlement is effected without the sale consent of the Placement Shares pursuant Company (which consent shall not be unreasonably withheld), nor shall the Company be liable to this Agreement and any such Person for any such loss, claim, damage, liability, or action to the extent that it arises out of or is caused directly or indirectly by an untrue statement or omission made based upon a Violation which occurs in reliance upon and in conformity with the Agent’s Information. This indemnity agreement will be written information furnished expressly for use in addition to any liability that the Company might otherwise haveconnection with such registration by or on behalf of such Specified Stockholder.

Company Indemnification. The Company agrees to indemnify and hold harmless Xxxxxeach Underwriter, the directors, officers, partners, employees and agents of Xxxxx each of the Underwriters and each person, if any, who (i) controls Xxxxx any of the Underwriters within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with Xxxxx any of the Underwriters 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(c7(c)) of, any action, suit or 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 Xxxxxan Underwriter, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, based on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement Statement, Pricing Prospectus or the Prospectus or any amendment or supplement to the Registration Statement Statement, Pricing Prospectus or the Prospectus or in any free writing prospectus or in any application or other document executed by or on behalf of the Company in connection with this Agreement or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Placement Shares Common Stock under the securities laws thereof or filed with the Commission or (y) the omission or alleged omission to state in any such document a material fact required to be stated in it or necessary to make the statements therein, in it the light of the circumstances under which they were made (other than with respect to the Registration Statement), not misleading; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused directly or indirectly by an untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Agent’s InformationCompany by the Underwriters expressly for inclusion in any document as described in clause (x) of this Section 7(a). This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless XxxxxCowen, the directors, officers, partners, employees and agents of Xxxxx Cowen and each person, if any, who (i) controls Xxxxx Cowen within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with Xxxxx Cowen 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 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 XxxxxCowen, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus or any amendment or supplement to the Registration Statement or the Prospectus or in any free writing prospectus or in any application or other document executed by or on behalf of the Company in connection with this Agreement or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Placement Shares under the securities laws thereof or filed with the Commission or (y) the omission or alleged omission to state in any such document a material fact required to be stated in it or necessary to make the statements in it not misleading; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused directly or indirectly by an untrue statement or omission made in reliance upon and in conformity with the Agent’s Information. This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless XxxxxAgent, the directors, officers, partners, employees and agents of Xxxxx Agent and each person, if any, who (i) controls Xxxxx Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with Xxxxx Agent 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(c10(c)) of, any action, suit or 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 XxxxxAgent, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus or any amendment or supplement to the Registration Statement or the Prospectus or in any free writing prospectus or in any application or other document executed by or on behalf of the Company in connection with this Agreement or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Placement Shares Common Stock under the securities laws thereof or filed with the Commission or Commission, (y) the omission or alleged omission to state in any such document a material fact required to be stated in it or necessary to make the statements in it not misleadingmisleading or (z) any breach by any of the indemnifying parties of any of their respective representations, warranties and agreements contained in this Agreement; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused directly or indirectly by an untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with the Agent’s Information. This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless Xxxxxthe Agent, the its affiliates and their respective partners, members, directors, officers, partners, employees and agents of Xxxxx agents, and each person, if any, who (i) controls Xxxxx the Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, Act or (ii) is controlled by or is under common control with Xxxxx the Agent, in each case from and against any and all losses, claims, liabilities, expenses and damages (includingdamages, but not limited to, including any and all reasonable investigative, legal and other expenses reasonably incurred in connection with, and any and all amounts paid in settlement of (in accordance with this Section 9(c9)) of, any action, suit suit, investigation or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third partyparty (including any governmental or self-regulatory authority, or otherwise, or any claim assertedasserted or threatened), as and when incurred, to which Xxxxxthe Agent, or any such person, other person may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus (or any amendment or supplement to the Registration Statement or the Prospectus Prospectus) or in any free writing prospectus or in any application or other document executed by or on behalf of the Company in connection with this Agreement or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Placement Shares Common Stock under the securities laws thereof or filed with the Commission or Commission, (y) the omission or alleged omission to state in any such document a material fact required to be stated in it therein or necessary to make the statements therein (solely with respect to the Prospectus, in it light of the circumstances under which they were made) not misleadingmisleading or (z) any breach by any of the indemnifying parties of any of their respective representations, warranties or agreements contained in this Agreement; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused caused, directly or indirectly indirectly, by an untrue statement or omission omission, or alleged untrue statement or omission, made in reliance upon and in conformity with the Agent’s Information. This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless Xxxxxeach of the Agents, the directors, officers, partners, employees and agents of Xxxxx each Agent and each person, if any, who (i) controls Xxxxx any Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with Xxxxx any Agent 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 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 Xxxxxsuch Agent, or any such person, may become subject under the Securities Act, the Exchange Act Act, Canadian Securities Laws or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus Prospectuses or any amendment or supplement to the Registration Statement or the Prospectus Prospectuses or in any free writing prospectus or in any application or other document executed by or on behalf of the Company in connection with this Agreement or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Placement Common Shares under the securities laws thereof or filed with the Commission or Commission, (y) the omission or alleged omission to state in any such document a material fact required to be stated in it or necessary to make the statements in it not misleadingmisleading or (z) any breach by any of the indemnifying parties of any of their respective representations, warranties and agreements contained in this Agreement; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused directly or indirectly by an untrue statement or omission made in reliance upon and in conformity with the Agent’s Agents’ Information. This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless Xxxxxthe Agent and its affiliates and their respective partners, the members, directors, officers, partners, employees and agents of Xxxxx agents, and each person, if any, who (i) controls Xxxxx the Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with Xxxxx Act from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, including any and all reasonable investigative, legal and other expenses reasonably incurred in connection with, and any and all amounts paid in settlement (in accordance with this Section 9(c9)) of, any action, suit suit, investigation or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third partyparty (including any governmental or self-regulatory authority, or otherwise, or any claim asserted), as and when incurred, to which Xxxxxthe Agent, or any such person, other person may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, based on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus (or any amendment or supplement to the Registration Statement or the Prospectus Prospectus) or in any free writing prospectus or in any application or other document executed by or on behalf of the Company in connection with this Agreement or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Placement Shares under the securities laws thereof or filed with the Commission or (y) the omission or alleged omission to state in any such document a material fact required to be stated in it therein or necessary to make the statements therein (solely with respect to the Prospectus, in it light of the circumstances under which they were made) not misleading; provided, however, that in each case this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused caused, directly or indirectly indirectly, by an untrue statement or omission omission, or alleged untrue statement or omission, made in reliance upon and in conformity with the Agent’s Information. This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless XxxxxCowen, the directors, officers, partners, employees and agents of Xxxxx Cowen and each person, if any, who (i) controls Xxxxx Cowen within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with Xxxxx Cowen 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 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 XxxxxCowen, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus or any amendment or supplement to the Registration Statement or the Prospectus or in any free writing prospectus or in any application or other document executed by or on behalf of the Company in connection with this Agreement or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Placement Shares Common Stock under the securities laws thereof or filed with the Commission or Commission, (y) the omission or alleged omission to state in any such document a material fact required to be stated in it or necessary to make the statements in it not misleadingmisleading or (z) any breach by any of the indemnifying parties of any of their respective representations, warranties and agreements contained in this Agreement; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused directly or indirectly by an untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with the Agent’s Information. This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless XxxxxSVB Leerink, the directors, officers, partners, employees and agents of Xxxxx SVB Leerink and each person, if any, who (i) controls Xxxxx SVB Leerink within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with Xxxxx SVB Leerink (a “SVB Leerink 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 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 XxxxxSVB Leerink, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus or any amendment or supplement to the Registration Statement or the Prospectus or in any free writing prospectus or in any application or other document executed by or on behalf of the Company in connection with this Agreement or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Placement Shares Common Stock under the securities laws thereof or filed with the Commission or (y) the omission or alleged omission to state in any such document a material fact required to be stated in it or necessary to make the statements in it not misleading; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused directly or indirectly by an untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with the Agent’s Information. This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless Xxxxxthe Agent, the its affiliates and their respective partners, members, directors, officers, partnersand employees, employees and agents of Xxxxx and each person, if any, who (i) controls Xxxxx the Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, Act or (ii) is controlled by or is under common control with Xxxxx the Agent, in each case from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, including any and all reasonable investigative, legal and other expenses reasonably incurred in connection with, and any and all amounts paid in settlement (in accordance with this Section 9(c9)) of, any action, suit suit, investigation or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third partyparty (including any governmental or self-regulatory authority, or otherwise, or any claim assertedasserted or threatened), as and when incurred, to which Xxxxxthe Agent, or any such person, other person may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus (or any amendment or supplement to the Registration Statement or the Prospectus Prospectus) or in any free writing prospectus or in any application or other document executed by or on behalf of the Company in connection with this Agreement or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Placement Ordinary Shares under the securities laws thereof or filed with the Commission Commission, or (y) the omission or alleged omission to state in any such document a material fact required to be stated in it therein or necessary to make the statements therein (solely with respect to the Prospectus, in it light of the circumstances under which they were made) not misleading; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused caused, directly or indirectly indirectly, by an untrue statement or omission omission, or alleged untrue statement or omission, made in reliance upon and in conformity with the Agent’s Information. This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless Xxxxxthe Agents, the their affiliates and their respective members, directors, officers, partners, employees and agents of Xxxxx agents, and each person, if any, who (i) controls Xxxxx the Agents within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with Xxxxx the Agents, in each case 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 reasonably incurred in connection with, and any and all amounts paid in settlement (in accordance with this Section 9(c)9) of, any action, suit suit, investigation or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third partyparty (including, without limitation, any governmental or self-regulatory authority, or otherwise, or any claim assertedasserted or threatened), as and when incurred, to which Xxxxxthe Agents, or any such other person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus (or any amendment or supplement to the Registration Statement or the Prospectus Prospectus) or in any free writing prospectus or in any application or other document executed by or on behalf of the Company in connection with this Agreement or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Placement Shares Common Stock under the securities laws thereof or filed with the Commission or Commission, (y) the omission or alleged omission to state in any such document a material fact required to be stated in it therein or necessary to make the statements therein (solely with respect to the Prospectus, in it the light of the circumstances under which they were made) not misleading; misleading or (z) any breach by any of the indemnifying parties of any of their respective representations, warranties or agreements contained in this Agreement; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused directly or indirectly by an untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with the Agent’s InformationAgents’ Information (as defined in Section 20(a)). This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless Xxxxxeach Agent, the their affiliates and their respective partners, members, directors, officers, partners, employees and agents of Xxxxx agents, and each person, if any, who (i) controls Xxxxx any Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, Act or (ii) is controlled by or is under common control with Xxxxx any Agent, in each case from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, including any and all reasonable and documented investigative, legal and other expenses reasonably incurred in connection with, and any and all amounts paid in settlement (in accordance with this Section 9(c9)) of, any action, suit suit, investigation or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third partyparty (including any governmental or self-regulatory authority, or otherwise, or any claim assertedasserted or threatened), as and when incurred, to which Xxxxxany Agent, or any such person, other person may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus (or any amendment or supplement to the Registration Statement or the Prospectus Prospectus) or in any free writing prospectus or in any application or other document executed by or on behalf of the Company in connection with this Agreement or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Placement Shares under the securities laws thereof or filed with the Commission or prospectus, (y) the omission or alleged omission to state in any such document a material fact required to be stated in it therein or necessary to make the statements therein (solely with respect to the Prospectus, in it light of the circumstances under which they were made) not misleadingmisleading or (z) any breach by any of the indemnifying parties of any of their respective representations, warranties or agreements contained in this Agreement; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused caused, directly or indirectly indirectly, by an untrue statement or omission omission, or alleged untrue statement or omission, made in reliance upon and in conformity with the Agent’s Agents’ Information. This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless XxxxxCowen, the directors, officers, partners, employees and agents of Xxxxx Cowen and each person, if any, who (i) controls Xxxxx Cowen within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with Xxxxx Cowen 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 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 XxxxxCowen, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus or any amendment or supplement to the Registration Statement or the Prospectus or in any free writing prospectus or in any application or other document executed by or on behalf of the Company in connection with this Agreement or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Placement Shares under the securities laws thereof or filed with the Commission Commission, or (y) the omission or alleged omission to state in any such document a material fact required to be stated in it or necessary to make the statements in it not misleading; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused directly or indirectly by an untrue statement or omission made in reliance upon and in conformity with the solely Agent’s Information. “Agent’s Information” means, solely, the following information in the Prospectus: the third sentence of the eighth paragraph and the tenth paragraph under the caption “Plan of Distribution” in the Prospectus. This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless Xxxxx, the directors, officers, partners, employees and agents of Xxxxx and each person, if any, who (i) controls Xxxxx within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with Xxxxx 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 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 Xxxxx, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus or any amendment or supplement to the Registration Statement or the Prospectus or in any free writing prospectus or in any application or other document executed by or on behalf of the Company in connection with this Agreement or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Placement Shares Common Stock under the securities laws thereof or filed with the Commission Commission, or (y) the omission or alleged omission to state in any such document a material fact required to be stated in it or necessary to make the statements in it not misleading; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused directly or indirectly by an untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with the Agent’s InformationInformation (as defined below). This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless Xxxxx, the directors, officers, partners, employees and agents of Xxxxx and each person, if any, who (i) controls Xxxxx within the meaning of Section 15 of the Securities Act or Section 20 of the - 23 - Exchange Act, or (ii) is controlled by or is under common control with Xxxxx (a “Xxxxx 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 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 Xxxxx, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus or any amendment or supplement to the Registration Statement or the Prospectus or in any free writing prospectus or in any application or other document executed by or on behalf of the Company in connection with this Agreement or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Placement Shares Common Stock under the securities laws thereof or filed with the Commission Commission, or (y) the omission or alleged omission to state in any such document a material fact required to be stated in it or necessary to make the statements therein in it light of (other than the case of the Registration Statement) the circumstances under which they were made, not misleading; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused directly or indirectly by an untrue statement or omission or alleged untrue statement or omission of material fact, made in reliance upon and in conformity with the Agent’s Information. This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless Xxxxx, the directors, officers, partners, employees and agents of Xxxxx and each person, if any, who (i) controls Xxxxx within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with Xxxxx (a “Xxxxx Affiliate”) from and against any and all losses, claims, liabilities, reasonable and documented expenses and damages (including, but not limited to, any and all reasonable and documented 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 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 Xxxxx, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus or any amendment or supplement to the Registration Statement or the Prospectus or in any free writing prospectus or in any application or other document executed by or on behalf of the Company in connection with this Agreement or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Placement Shares Common Stock under the securities laws thereof or filed with the Commission Commission, or (y) the omission or alleged omission to state in any such document a material fact required to be stated in it or necessary to make the statements in it it, in light of the circumstances under which they were made, not misleading; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused directly or indirectly by an untrue statement or omission made in reliance upon and in conformity with the Agent’s Information. This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless Xxxxxthe Agent, the its affiliates and their respective partners, members, directors, officers, partners, employees and agents of Xxxxx agents, and each person, if any, who (i) controls Xxxxx the Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, Act or (ii) is controlled by or is under common control with Xxxxx the Agent, in each case from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, including any and all reasonable investigative, legal and other expenses reasonably incurred in connection with, and any and all amounts paid in settlement (in accordance with this Section 9(c9)) of, any action, suit suit, investigation or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third partyparty (including any governmental or self-regulatory authority, or otherwise, or any claim assertedasserted or threatened), as and when incurred, to which Xxxxxthe Agent, or any such person, other person may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus (or any amendment or supplement to the Registration Statement or the Prospectus Prospectus) or in any free writing prospectus or in any application or other document executed by or on behalf of the Company in connection with this Agreement or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Placement Shares under the securities laws thereof or filed with the Commission or (y) the omission or alleged omission to state in any such document a material fact required to be stated in it therein or necessary to make the statements therein (solely with respect to the Prospectus, in it light of the circumstances under which they were made) not misleading; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused caused, directly or indirectly indirectly, by an untrue statement or omission omission, or alleged untrue statement or omission, made in reliance upon and in conformity with the Agent’s Information. This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless Xxxxxthe Agent, the its affiliates and their respective partners, members, directors, officers, partners, employees and agents of Xxxxx agents, and each person, if any, who (i) controls Xxxxx the Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, Act or (ii) is controlled by or is under common control with Xxxxx the Agent, in each case from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, including any and all reasonable investigative, legal and other expenses reasonably incurred in connection with, and any and all amounts paid in settlement (in accordance with this Section 9(c9)) of, any action, suit suit, investigation or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third partyparty (including any governmental or self-regulatory authority, or otherwise, or any claim assertedasserted or threatened), as and when incurred, to which Xxxxxthe Agent, or any such person, other person may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus (or any amendment or supplement to the Registration Statement or the Prospectus Prospectus) or in any free writing prospectus or in any application or other document executed by or on behalf of the Company in connection with this Agreement or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Placement Ordinary Shares or ADSs under the securities laws thereof or filed with the Commission or Commission, (y) the omission or alleged omission to state in any such document a material fact required to be stated in it therein or necessary to make the statements therein (solely with respect to the Prospectus, in it light of the circumstances under which they were made) not misleadingmisleading or (z) any breach by any of the indemnifying parties of any of their respective representations, warranties or agreements contained in this Agreement; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares ADSs pursuant to this Agreement and is caused caused, directly or indirectly indirectly, by an untrue statement or omission omission, or alleged untrue statement or omission, made in reliance upon and in conformity with the Agent’s Information. This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to Empower shall indemnify and hold harmless Xxxxxharmless, to the directorsfullest extent permitted by law, officerseach seller of Registrable Securities, partners, employees and agents of Xxxxx any underwriter for such registration and each personperson or entity, if any, who (i) controls Xxxxx controlling such seller or underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with Xxxxx from and against any and all losses, claims, liabilitiesdamages, liabilities and expenses (including reasonable costs of investigation and damages (includinglegal expenses) to which such seller, 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 underwriter or proceeding between any of the indemnified parties and any indemnifying parties controlling person or between any indemnified party and any third party, or otherwise, or any claim asserted)entity, as and when incurred, to which Xxxxx, or any such personthe case may be, may become subject under the Securities 1933 Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwiselaw, insofar as such losses, claims, liabilitiesdamages, liabilities or expenses (or damages actions in respect thereof) arise out of or are based, directly or indirectly, on based upon any of the following: (xa) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus any registration statement, any prospectus or any amendment amendments or supplement to the Registration Statement or the Prospectus or in any free writing prospectus or in any application or other document executed by or on behalf of the Company in connection with this Agreement or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Placement Shares under the securities laws thereof or filed with the Commission or supplements thereto; (yb) the omission or alleged omission to state in any such document therein a material fact required to be stated in it therein, or necessary to make the statements therein, in it light of the circumstances under which they were made, not misleading; or (c) any violation or alleged violation by Empower, in connection with such registration, of the 1933 Act, the Exchange Act, any state securities law or any role or regulation promulgated under the 1933 Act, the Exchange Act or any state securities law; provided, however, that this indemnity agreement Empower shall not apply to the extent that be liable in any such case for any such loss, claim, liabilitydamage, expense liability or damage action to the extent that it arises from the sale out of the Placement Shares pursuant to this Agreement and or is caused directly or indirectly by an based upon any untrue statement or omission made in reliance upon and in conformity with the Agent’s Information. This indemnity agreement will be written information furnished for use in addition to connection with such registration by any liability that the Company might otherwise havesuch seller, underwriter or controlling person or entity.

Company Indemnification. The Company agrees to indemnify and hold harmless XxxxxCowen, the directors, officers, partners, employees and agents of Xxxxx Cowen and each person, if any, who (i) controls Xxxxx Cowen within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with Xxxxx Cowen from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, any and all reasonable and documented 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 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 XxxxxCowen, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus or any amendment or supplement to the Registration Statement or the Prospectus or in any free writing prospectus or in any application or other document executed by or on behalf of the Company in connection with this Agreement or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Placement Shares Common Stock under the securities laws thereof or filed with the Commission Commission, or (y) the omission or alleged omission to state in any such document a material fact required to be stated in it or necessary to make the statements in it not misleading; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused directly or indirectly by an untrue statement or omission omission, or alleged untrue statement or omission, made in reliance upon and in conformity with the solely Agent’s Information. This indemnity agreement will be in addition to any liability that the Company might otherwise have.“Agent’s Information” means,

Company Indemnification. The Company agrees to indemnify and hold harmless Xxxxxeach Agent, the its affiliates, directors, officersofficers and employees, partners, employees and agents of Xxxxx and each person, if any, who (i) controls Xxxxx such Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with Xxxxx from and against any and all losses, claims, damages or 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 joint or 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 incurredseveral, to which Xxxxx, or any such person, Agent may become subject subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwiseotherwise (including in settlement of any litigation), insofar as such losses, claims, liabilities, expenses damages or damages liabilities (or actions in respect thereof) arise out of or are basedbased upon, directly in whole or indirectlyin part, on (x) any an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the Rule 430B Information (as defined below) and at any subsequent time pursuant to Rules 430A and 430B promulgated under the Securities Act, and any other information deemed to be part of the Registration Statement at the time of effectiveness, and at any subsequent time pursuant to the Securities Act or the Prospectus Exchange Act, and the Prospectus, or any amendment or supplement to the Registration Statement or the Prospectus or in thereto (including any free writing prospectus or in any application or other document executed by or on behalf of the Company in connection with this Agreement or based on written information furnished by or on behalf of the Company documents filed in any jurisdiction in order to qualify the Placement Shares under the securities laws thereof Exchange Act and deemed to be incorporated by reference into the Prospectus), any Permitted Free Writing Prospectus, or filed with any roadshow as defined in Rule 433(h) under the Commission Securities Act (a “road show”), or (y) the an omission or alleged omission to state in any such document therein a material fact required to be stated in it therein or necessary to make the statements in it therein not misleading; and will reimburse each Agent for any legal or other expenses reasonably incurred by it in connection with investigating or defending against such loss, claim, damage, liability or action; provided, however, that this indemnity agreement the Company shall not apply be liable in any such case to the extent that any such loss, claim, liabilitydamage, expense liability or damage action arises from the sale out of the Placement Shares pursuant to this Agreement and or is caused directly or indirectly by based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, the Prospectus, or any such amendment or supplement, in reliance upon and in conformity with written information furnished to the Agent’s Company by the Agents specifically for use in the preparation thereof. “Rule 430B Information. This indemnity agreement will ,” as used herein, means information with respect to the Shares and the offering thereof permitted to be in omitted from the Registration Statement when it becomes effective pursuant to Rule 430B. In addition to any liability that its other obligations under this Section 5(a), the Company agrees that, as an interim measure during the pendency of any claim, action, investigation, inquiry or other proceeding arising out of or based upon any statement or omission, or any alleged statement or omission, described in this Section 5(a), it will reimburse each Agent on a monthly basis for all reasonable legal fees or other expenses incurred in connection with investigating or defending any such claim, action, investigation, inquiry or other proceeding, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the Company’s obligation to reimburse such Agent for such expenses and the possibility that such payments might otherwise havelater be held to have been improper by a court of competent jurisdiction. Any such interim reimbursement payments which are not made to such Agent within 30 days of a request for reimbursement shall bear interest at the WSJ Prime Rate (as published from time to time by the Wall Street Journal).

Company Indemnification. The Company agrees to indemnify and hold harmless Xxxxxeach of the Agents, the their respective affiliates, directors, officersofficers and employees, partners, employees and agents of Xxxxx and each person, if any, who (i) controls Xxxxx the applicable Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with Xxxxx from and Act against any and all losses, claims, damages or 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 joint or 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 incurredseveral, to which Xxxxx, or any such person, an Agent may become subject subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwiseotherwise (including in settlement of any litigation), insofar as such losses, claims, liabilities, expenses damages or damages liabilities (or actions in respect thereof) arise out of or are basedbased upon, directly in whole or indirectly, on in part: (xi) any an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or Statement, including the Prospectus or Rule 430B Information (as defined below) and at any amendment or supplement subsequent time pursuant to Rules 430A and 430B promulgated under the Securities Act, and any other information deemed to be part of the Registration Statement at the time of effectiveness, and at any subsequent time pursuant to the Securities Act or the Prospectus Exchange Act or in any free writing prospectus or in any application or other document executed by or on behalf of the Company in connection with this Agreement or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Placement Shares under the securities laws thereof or filed with the Commission or (y) the an omission or alleged omission to state in any such document therein a material fact required to be stated in it therein or necessary to make the statements in it therein not misleading, and or the Prospectus, or any amendment or supplement thereto (including any documents filed under the Exchange Act and deemed to be incorporated by reference into the Prospectus), any Permitted Free Writing Prospectus, or any roadshow as defined in Rule 433(h) under the Securities Act (a “road show”), or an 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 light of the circumstances under which they were made, or (ii) any investigation or proceeding by any governmental authority, commenced or threatened (whether or not any Agent is a target of or party to such investigation or proceeding); and will reimburse the Agents for any legal or other expenses reasonably incurred by it in connection with investigating or defending against such loss, claim, damage, liability or action; provided, however, that this indemnity agreement the Company shall not apply be liable to the extent that any such loss, claim, liabilitydamage, expense liability or damage action arises from the sale out of the Placement Shares pursuant to this Agreement and or is caused directly or indirectly by based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, the Prospectus, or any such amendment or supplement, in reliance upon and in conformity with written information furnished to the Agent’s Company by the Agents specifically for use in the preparation thereof. “Rule 430B Information. This indemnity agreement will ,” as used herein, means information with respect to the Shares and the offering thereof permitted to be in omitted from the Registration Statement when it becomes effective pursuant to Rule 430B. In addition to any liability that its other obligations under this Section 5(a), the Company agrees that, as an interim measure during the pendency of any claim, action, investigation, inquiry or other proceeding arising out of or based upon any statement or omission, or any alleged statement or omission, described in this Section 5(a), it will reimburse the Agents on a monthly basis for all reasonable and documented legal fees or other expenses incurred in connection with investigating or defending any such claim, action, investigation, inquiry or other proceeding, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the Company’s obligation to reimburse the Agents for such expenses and the possibility that such payments might otherwise havelater be held to have been improper by a court of competent jurisdiction. Any such interim reimbursement payments which are not made to the Agents within 30 days of a request for reimbursement shall bear interest at the WSJ Prime Rate (as published from time to time by the Wall Street Journal).

Company Indemnification. The Company agrees to indemnify and hold harmless Xxxxxthe Agent, the its affiliates, directors, officersofficers and employees, partners, employees and agents of Xxxxx and each person, if any, who (i) controls Xxxxx the Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with Xxxxx from and Act against any and all losses, claims, damages or 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 joint or 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 incurredseveral, to which Xxxxx, or any such person, the Agent may become subject subject, under the Securities Act, the Exchange Act or other federal otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company, which shall not be unreasonably withheld, conditioned or state statutory law or regulation, at common law or otherwisedelayed), insofar as such losses, claims, liabilities, expenses damages or damages liabilities (or actions in respect thereof) arise out of or are basedbased upon, directly in whole or indirectly, on in part: (xi) any an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the Rule 430B Information (as defined below) and at any subsequent time pursuant to Rules 430A and 430B promulgated under the Securities Act, and any other information deemed to be part of the Registration Statement at the time of effectiveness, and at any subsequent time pursuant to the Securities Act or the Prospectus Exchange Act, and the Prospectus, or any amendment or supplement to the Registration Statement or the Prospectus or in thereto (including any free writing prospectus or in any application or other document executed by or on behalf of the Company in connection with this Agreement or based on written information furnished by or on behalf of the Company documents filed in any jurisdiction in order to qualify the Placement Shares under the securities laws thereof Exchange Act and deemed to be incorporated by reference into the Prospectus), any Permitted Free Writing Prospectus, or filed with any roadshow as defined in Rule 433(h) under the Commission Securities Act (a “road show”), or (y) the an omission or alleged omission to state in any such document therein a material fact required to be stated in it therein or necessary to make the statements in it therein not misleading; provided, however, that this indemnity agreement shall not apply to , (ii) any inaccuracy in the extent that such loss, claim, liability, expense or damage arises from the sale representations and warranties of the Placement Shares pursuant Company contained herein; (iii) any investigation or proceeding by any governmental authority, commenced or threatened (whether or not the Agent is a target of or party to this Agreement and is caused directly such investigation or indirectly by an untrue statement or omission made in reliance upon and in conformity with the Agent’s Information. This indemnity agreement will be in addition to proceeding); (iv) any liability that failure of the Company might otherwise have.to perform its respective obligations hereunder or under law;

Company Indemnification. The Company agrees to indemnify and hold harmless Xxxxxthe Agent, the and its managers, directors, officers, partners, members, employees and agents of Xxxxx and each person, if any, who (i) controls Xxxxx the Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with Xxxxx the Agent (an “Agent 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 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 Xxxxxthe Agent, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus Prospectus, or any amendment or supplement amendments thereto (including the information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B, if applicable) or the Prospectus or in any free writing prospectus or in any application or other document executed by or on behalf of the Company in connection with this Agreement or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Placement Shares under the securities laws thereof or filed with the Commission or (y) the omission or alleged omission to state in any such document a material fact required to be stated in it therein or necessary to make the statements in it therein not misleadingmisleading or any breach of any representation or warranty of the Company or the Manager contained herein; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and or is caused directly or indirectly by an untrue statement or omission or alleged untrue statement or omission made in reliance upon on and in conformity with information furnished in writing to the Agent’s InformationCompany by or on behalf of the Agent expressly for inclusion in the Registration Statement or Prospectus. This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Each of the Company and the Partnership, jointly and severally, agrees to indemnify and hold harmless XxxxxX.X. Xxxxxx, the directors, officers, partners, employees and agents of Xxxxx X.X. Xxxxxx and each person, if any, who (i) controls Xxxxx X.X. Xxxxxx within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with Xxxxx X.X. Xxxxxx (a “X.X. Xxxxxx Affiliate”) from and against any and all actual out-of-pocket 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 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 XxxxxX.X. Xxxxxx, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus or any amendment or supplement to the Registration Statement or the Prospectus or in any free writing prospectus or in any application or other document executed by or on behalf of the Company in connection with this Agreement or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Placement Shares under the securities laws thereof or filed with the Commission or Commission, (y) the omission or alleged omission to state in any such document a material fact required to be stated in it or necessary to make the statements in it not misleadingmisleading or (z) any breach by any of the indemnifying parties of any of their respective representations, warranties and agreements contained in this Agreement; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused directly or indirectly by an untrue statement or omission made in reliance upon and in conformity with written information relating to X.X. Xxxxxx and furnished to the Agent’s InformationCompany by X.X. Xxxxxx expressly for inclusion in any document as described in clause (x) of this Section 9(a) (the “Agent Content”). The Company acknowledges that the only Agent Content is the information in the eighth paragraph under the caption “Plan of Distribution” in the Prospectus Supplement relating to electronic distribution of the Prospectus. This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless Xxxxxthe Agent, the its affiliates, directors, officersofficers and employees, partners, employees and agents of Xxxxx and each person, if any, who (i) controls Xxxxx the Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with Xxxxx from and Act against any and all losses, claims, damages or 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 joint or 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 incurredseveral, to which Xxxxx, or any such person, the Agent may become subject subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwiseotherwise (including in settlement of any litigation), insofar as such losses, claims, liabilities, expenses damages or damages liabilities (or actions in respect thereof) arise out of or are basedbased upon, directly in whole or indirectly, on in part: (xi) any an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the Rule 430B Information (as defined below) and at any subsequent time pursuant to Rules 430A and 430B promulgated under the Securities Act, and any other information deemed to be part of the Registration Statement at the time of effectiveness, and at any subsequent time pursuant to the Securities Act or the Prospectus Exchange Act, and the Prospectus, or any amendment or supplement to the Registration Statement or the Prospectus or in thereto (including any free writing prospectus or in any application or other document executed by or on behalf of the Company in connection with this Agreement or based on written information furnished by or on behalf of the Company documents filed in any jurisdiction in order to qualify the Placement Shares under the securities laws thereof Exchange Act and deemed to be incorporated by reference into the Prospectus), any Permitted Free Writing Prospectus, or filed with any roadshow as defined in Rule 433(h) under the Commission Securities Act (a “road show”), or (y) the an omission or alleged omission to state in any such document therein a material fact required to be stated in it therein or necessary to make the statements in it therein not misleading; provided, however, that this indemnity agreement shall not apply to , (ii) any inaccuracy in the extent that such loss, claim, liability, expense or damage arises from the sale representations and warranties of the Placement Shares pursuant to this Agreement and is caused directly Company contained herein; (iii) any investigation or indirectly proceeding by an untrue statement any governmental authority, commenced or omission made threatened in reliance upon and in conformity connection with the Agent’s Information. This indemnity agreement will be in addition consummation of the transactions contemplated hereby (whether or not the Agent is a target of or party to such investigation or proceeding); (iv) any liability that failure of the Company might otherwise have.to perform its respective obligations hereunder or under law;

Company Indemnification. (i) The Company agrees to indemnify and hold harmless Xxxxxthe Placement Agent and its affiliates, the their respective directors, officers, partners, employees and agents of Xxxxx and each person, if any, who controlling persons (i) controls Xxxxx within the meaning of Section 15 of the Securities Act or Section 20 20(a) of the Exchange Act), if any, agents and employees of the Placement Agent or any of the Placement Agent's affiliates (iicollectively, "Indemnified Persons" and individually, an "Indemnified Person") is controlled by or is under common control with Xxxxx from and against any and all lossesactions, claims, suits, proceedings, liabilities, losses, damages and expenses incurred, joint or several (collectively, "Claims"), by any Indemnified Person (including reasonable fees 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 proceeding between any disbursements of the indemnified parties Placement Agent 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 Xxxxx, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, an Indemnified Person's counsel) insofar as such losses, claims, liabilities, expenses or damages Claims arise out of or are based, directly or indirectly, on (x) based upon any untrue statement or alleged untrue statement of a any material fact contained in the Memorandum (or any other material used by the Company or authorized by the Company for use in connection with the Transaction) and/or the Registration Statement, including the prospectus, financial statements and schedules, and all other documents filed as a part of the Registration Statement, as amended at the time of effectiveness of the Registration Statement, including any information deemed to be a part thereof as of the time of effectiveness pursuant to paragraph (b) of Rule 430A, or pursuant to Rule 434 of the rules and regulations promulgated by the SEC under the Securities Act (the "Rules and Regulations"), or the prospectus, in the form first filed with the SEC pursuant to Rule 424(b) of the Rules and Regulations, or filed as part of the Registration Statement or at the Prospectus time of effectiveness if no Rule 424(b) filing is required (the "Prospectus"), or any amendment or supplement to thereto, or arise out of or are based upon the Registration Statement or the Prospectus or in any free writing prospectus or in any application or other document executed by or on behalf of the Company in connection with this Agreement or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Placement Shares under the securities laws thereof or filed with the Commission or (y) the omission or alleged omission to state in any such document a material fact required to be stated in it therein or necessary to make the statements in it the Memorandum and/or the Registration Statement or any amendment or supplement thereto not misleading or in the Prospectus or any amendment or supplement thereto not misleading, in light of the circumstances under which they were made, or (if the transactions contemplated herein are consummated) arise out of or are based on any material breach in the representations and warranties of the Company contained in this Agreement, or any failure of the Company to perform its obligations hereunder or under law, and will reimburse any Indemnified Person for any legal and other expenses as such expenses are reasonably incurred by such Indemnified Person for any legal and other expenses as such expenses are reasonably incurred by such Indemnified Person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action (collectively, "Costs"); provided, however, that this indemnity agreement shall the Company will -------- ------- not apply be liable in any such case to the extent that any such lossClaim resulted directly and primarily from an Indemnified Person's gross negligence or willful misconduct. (ii) The Company agrees that neither the Placement Agent nor any other Indemnified Person shall have any liability to the Company for or in connection with such engagement except liability for Claims which are found in a final judgment by a court of competent jurisdiction (not subject to further appeal or as to which appeal has been waived) to have resulted directly and primarily from an Indemnified Person's gross negligence or willful misconduct. The Company shall be liable for any settlement of any claim against the Placement Agent made with the Company's written consent, claimwhich consent shall not be unreasonably withheld. The Company also agrees that the Company will not, liability, expense or damage arises from without the sale prior written consent of the Placement Shares Agent, settle or compromise or consent to the entry of any judgment in any pending or threatened Claim in respect of which indemnification may be sought hereunder (whether or not the Placement Agent or any Indemnified Person is an actual or potential party to such Claim). Such settlement, compromise or consent shall include an unconditional release of the Placement Agent and each other Indemnified Person from all liability arising out of such Claim, and the Company shall furnish the Placement Agent with a copy of such settlement reasonably in advance of entering into such settlement. (iii) In order to provide for just and equitable contribution, if a demand for indemnification or reimbursement for Claims or Costs is made pursuant to this Agreement these provisions but is not available for any reason, then the Company, on the one hand, and the Placement Agent, on the other hand, shall contribute to such Claims or Costs for which such indemnification or reimbursement is caused directly held unavailable in such proportion as is appropriate to reflect the relative benefits to the Company, on the one hand, and the Placement Agent on the other hand, in connection with the transaction or indirectly transactions from which the Claims or Costs in question arose. The relative benefits received by an the Company, on the one hand, and by the Placement Agent, on the other hand, shall be deemed to be in the same proportion as the value (before deducting expenses) of the consideration paid by or received by the Company (which for these purposes shall include the consideration received by the Selling Stockholders), in connection with the transaction or transactions from which the Claims or Costs in question arose bears to the total fees actually received by the Placement Agent in connection therewith. If the allocation provided by the foregoing sentence is not permitted by applicable law, then such allocation shall be based not only on such relative benefits determined as aforesaid but also on the relative fault of the Company, on the one hand, and the Placement Agent, on the other, as well as any other relevant equitable considerations. The relative fault of the parties shall be determined by reference to, among other things, the parties' relative intents, knowledge, access to information and, if applicable, whether any untrue or alleged untrue statement of a material fact or the omission made or alleged omission to state a material fact relates to information supplied by the Company or by the Placement Agent, and any other equitable considerations appropriate in reliance upon the circumstances. Any such contribution shall be subject to the limitation that in any event the Placement Agent's aggregate contribution to all Claims or Costs for which contribution is available hereunder shall not exceed the amount of fees actually received by the Placement Agent pursuant to the particular engagement relating to the transaction or transactions from which the Claims or Costs in question arose. (iv) The foregoing rights to indemnity, reimbursement and in conformity with the Agent’s Information. This indemnity agreement will contribution shall be in addition to any liability rights that the Placement Agent, the Company might otherwise haveand/or any other Indemnified Person may have at common law or otherwise.

Company Indemnification. The Company agrees to indemnify and hold harmless XxxxxCowen, the directors, officers, partners, employees and agents of Xxxxx Cowen and each person, if any, who (i) controls Xxxxx Cowen within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with Xxxxx Cowen 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 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 XxxxxCowen, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus or any amendment or supplement to the Registration Statement or the Prospectus or in any free writing prospectus or in any application or other document executed by or on behalf of the Company in connection with this Agreement or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Placement Shares Common Stock under the securities laws thereof or filed with the Commission or Commission, (y) the omission or alleged omission to state in any such document a material fact required to be stated in it or necessary to make the statements in it not misleadingmisleading or (z) any breach by any of the indemnifying parties of any of their respective representations, warranties and agreements contained in this Agreement; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused directly or indirectly by an untrue statement or omission made in reliance upon and in conformity with solely the information in the fifth paragraph and the third sentence of the ninth paragraph under the caption “Plan of Distribution” in the Prospectus (the “Agent’s Information”). This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless XxxxxCowen, the directors, officers, partners, employees and agents of Xxxxx Cowen and each person, if any, who (i) controls Xxxxx Cowen within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with Xxxxx Cowen 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 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 XxxxxCowen, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus or any amendment or supplement to the Registration Statement or the Prospectus or in any free writing prospectus or in any application or other document executed by or on behalf of the Company in connection with this Agreement or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Placement Shares Common Stock under the securities laws thereof or filed with the Commission or Commission, (y) the omission or alleged omission to state in any such document a material fact required to be stated in it or necessary to make the statements in it not misleadingmisleading or (z) any breach by any of the indemnifying parties of any of their respective representations, warranties and agreements contained in this Agreement or any Terms Agreement; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement or any Terms Agreement and is caused directly or indirectly by an untrue statement or omission made in reliance upon and in conformity with solely the information in the fifth paragraph and the third sentence of the ninth paragraph under the caption “Plan of Distribution” in the Prospectus (the “Agent’s Information”). This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless Xxxxx, the directors, officers, partners, employees and agents of Xxxxx and each person, if any, who (i) controls Xxxxx within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with Xxxxx ((i) and (ii) collectively, the “Xxxxx Indemnified Parties” and each a “Xxxxx Indemnified Party”) 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, or any action, suit investigation or 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 assertedin respect thereof), as and when incurred, to which Xxxxx, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on based upon (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus or in any amendment or supplement to the Registration Statement or the Prospectus or in any free writing prospectus or in any application or other document executed incorporated by or on behalf of the Company in connection with this Agreement or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Placement Shares under the securities laws thereof or filed with the Commission reference therein or (y) the omission or alleged omission to state in any such document a material fact required to be stated in it therein or necessary to make the statements therein in it light of (other than in the case of any Registration Statement) the circumstances under which they were made not misleading, and shall reimburse each Xxxxx Indemnified Party promptly upon demand for any legal fees or other expenses reasonably incurred by that Xxxxx Indemnified Party in connection with investigating, or preparing to defend, or defending against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, any such loss, claim, liability, expense, damage, action, investigation or proceeding, as such fees and expenses are incurred; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and arises out of or is caused directly or indirectly by based upon an untrue statement or alleged untrue statement in or omission or alleged omission from the Registration Statement or the Prospectus, or any such amendment or supplement thereto, made in reliance upon and in conformity with written information furnished to the Agent’s InformationCompany by Xxxxx specifically for use therein. This The indemnity agreement will be in this Section 9(a) is not exclusive and is in addition to any each other liability that the Company might have under this Agreement or otherwise, and shall not limit any rights or remedies which may otherwise havebe available under this Agreement, at law or in equity, to any Xxxxx Indemnified Party.

Company Indemnification. The In consideration of the Purchaser’s execution and delivery of the Transaction Documents to which it is a party and acquiring the Notes hereunder and thereunder and in addition to all of the Company’s other obligations under the Transaction Documents to which it is a party, the Company agrees to shall defend, protect, indemnify and hold harmless Xxxxxthe Purchaser and each other holder of the Notes and all of their affiliates, the directorsshareholders, trustees, partners, members, officers, partnersdirectors, employees and agents of Xxxxx direct or indirect investors and each person, if any, who (i) controls Xxxxx within the meaning of Section 15 any of the Securities Act foregoing persons’ agents or Section 20 of other representatives (including, without limitation, those retained in connection with the Exchange Acttransactions contemplated by this Agreement) (collectively, or (iithe “Purchaser Indemnitees”) is controlled by or is under common control with Xxxxx from and against any and all lossesactions, causes of action, suits, claims, liabilitieslosses, expenses costs, penalties, fees, liabilities and damages (includingother than consequential damages), but not limited to, any and all reasonable investigative, legal and other expenses incurred in connection withtherewith (irrespective of whether any such Purchaser Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable attorneys’ fees and disbursements (the “Purchaser Indemnified Liabilities”), incurred by any and all amounts paid in settlement (in accordance with Section 9(c)) Purchaser Indemnitee as a result of, or arising out of, or relating to (a) any misrepresentation or breach of any representation or warranty made by the Company in the Transaction Documents, (b) any breach of any covenant, agreement or obligation of the Company contained in the Transaction Documents, or (c) any cause of action, suit or proceeding between any claim brought or made against such Purchaser Indemnitee by a third party (including for these purposes a derivative action brought on behalf of the indemnified parties Company) 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 Xxxxx, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise arising out of or are basedresulting from (i) other than those arising from or resulting from a misrepresentation or breach of any representation or warranty made by such Purchaser Indemnitee contained in the Transaction Documents to which it is a party, the execution, delivery, performance or enforcement of the Transaction Documents, (ii) any transaction financed or to be financed in whole or in part, directly or indirectly, on with the proceeds of the issuance of the Notes, or (xiii) any untrue statement the status of the Purchaser or alleged untrue statement holder of a material fact contained the Notes as an investor in the Registration Statement or the Prospectus or any amendment or supplement to the Registration Statement or the Prospectus or in any free writing prospectus or in any application or other document executed by or on behalf of the Company in connection with this Agreement or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Placement Shares under the securities laws thereof or filed with the Commission or (y) the omission or alleged omission to state in any such document a material fact required to be stated in it or necessary to make the statements in it not misleading; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused directly or indirectly by an untrue statement or omission made in reliance upon and in conformity with the Agent’s Information. This indemnity agreement will be in addition to any liability that the Company might otherwise haveCompany.

Company Indemnification. The Company agrees to indemnify and hold harmless Xxxxx, the directors, officers, partners, employees and agents of Xxxxx and each person, if any, who (i) controls Xxxxx within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with Xxxxx from and against any and all losses, claims, liabilities, reasonable and documented 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 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 Xxxxx, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus or any amendment or supplement to the Registration Statement or the Prospectus or in any free writing prospectus or in any application or other document executed by or on behalf of the Company in connection with this Agreement or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Placement Shares Common Stock under the securities laws thereof or filed with the Commission or (y) the omission or alleged omission to state in any such document a material fact required to be stated in it or necessary to make the statements in it not misleading; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement or any Terms Agreement and is caused directly or indirectly by an untrue statement or alleged untrue statement or omission made in reliance upon and in conformity with the solely Agent’s Information. As used herein, “Agent’s Information” means, solely, the following information in the Prospectus: the third sentence of the ninth paragraph and the eleventh paragraph under the caption “Plan of Distribution” in the Prospectus. This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless XxxxxCowen, the directors, officers, partners, employees and agents of Xxxxx Cowen and each person, if any, who (i) controls Xxxxx Cowen within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with Xxxxx Cowen (a “Cowen Affiliate”) from and against any and all losses, claims, liabilities, reasonable and documented expenses and damages (including, but not limited to, any and all reasonable and documented 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 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 XxxxxCowen, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus or any amendment or supplement to the Registration Statement or the Prospectus or in any free writing prospectus or in any application or other document executed by or on behalf of the Company in connection with this Agreement or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Placement Shares Common Stock under the securities laws thereof or filed with the Commission or Commission, (y) the omission or alleged omission to state in any such document a material fact required to be stated in it or necessary to make the statements in it not misleadingmisleading or (z) any breach by any of the indemnifying parties of any of their respective representations, warranties and agreements contained in this Agreement; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused directly or indirectly by an untrue statement or omission made in reliance upon and in conformity with the Agent’s InformationInformation (defined below). This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless XxxxxSVB Leerink, the its affiliates and their respective partners, members, directors, officers, partners, employees and agents of Xxxxx agents, and each person, if any, who (i) controls Xxxxx SVB Leerink within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with Xxxxx SVB Leerink, 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 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 XxxxxSVB Leerink, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus or any amendment or supplement to the Registration Statement or the Prospectus or in any free writing prospectus or in any application or other document executed by or on behalf of the Company in connection with this Agreement or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Placement Ordinary Shares under the securities laws thereof or filed with the Commission or Commission, (y) the omission or alleged omission to state in any such document a material fact required to be stated in it or necessary to make the statements in it (solely with respect to the Prospectus, in light of the circumstances under which they were made) not misleadingmisleading or (z) any breach by any of the indemnifying parties of any of their respective representations, warranties and agreements contained in this Agreement; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused caused, directly or indirectly indirectly, by an untrue statement or omission omission, or alleged untrue statement or omission, made in reliance upon and in conformity with the Agent’s Information. This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless Xxxxxeach Purchaser, the directors, officers, partners, employees and agents of Xxxxx and each person, if any, person who (i) controls Xxxxx any Purchaser within the meaning of Section 15 of the Securities Act or and/or Section 20 of the Exchange Act, each member of any advisory or similar committee or Board of each of the Purchasers, its Affiliates and each of their respective officers, directors, employees, representatives and agents (ii) is controlled by or is under common control with Xxxxx the "Purchaser Indemnitees"), to the fullest extent lawful, from and against (i) any and all lossesactions, suits, claims, proceedings, costs, losses, liabilities, expenses and damages (including40 damages, but not limited tojudgments, 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)10(c) ofand reasonable expenses (including, any actionwithout limitation, suit reasonable attorneys' fees and disbursements)(hereinafter collectively referred to as a "Loss" or 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"Losses"), as and when incurred, to which Xxxxx, joint or several that may be incurred by or asserted or awarded against any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise Purchaser Indemnitee in each case arising out of or are basedin connection with or relating to any investigation, directly litigation, or indirectlyproceeding or the preparation of any defense with respect thereto arising out of any inaccuracy in or breach violation or nonobservance of the representations, on warranties, covenants or agreements made by the Company herein or in the Registration Rights Agreement and (ii) any and all Losses relating to or arising out of any action or failure to act undertaken by a Purchaser Indemnitee at the specific written request of or with the written consent of the Company or its Chairman or otherwise relating to or arising out of the transactions contemplated hereby or by the Registration Rights Agreement, provided that any Loss referred to in this clause (ii) shall (x) any untrue statement have been incurred or alleged untrue statement of suffered by a material fact contained Purchaser Indemnitee in connection with a threatened or actual investigation, action, suit, claim or proceeding involving the Registration Statement or the Prospectus or any amendment or supplement to the Registration Statement or the Prospectus Purchaser Indemnitee as defendant, co-defendant, deponent, witness or in any free writing prospectus capacity whatsoever other than as a plaintiff initiating an action, suit, claim or in proceeding against any application person or other document executed by or on behalf of the Company in connection with this Agreement or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Placement Shares under the securities laws thereof or filed with the Commission or entity and (y) the omission or alleged omission to state in any such document a material fact required to be stated in it or necessary to make the statements in it not misleading; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises have resulted from the sale bad faith, wilful misconduct or gross negligence of the Placement Shares pursuant to this Agreement and is caused directly or indirectly such Purchaser Indemnitee, as determined by an untrue statement or omission made a court of competent jurisdiction in reliance upon and in conformity with the Agent’s Information. This indemnity agreement will be in addition to any liability that the Company might otherwise havea final, non-appealable order.

Company Indemnification. The Company agrees to indemnify and hold harmless XxxxxCowen, the directors, officers, partners, employees and agents of Xxxxx Cowen and each person, if any, who (i) controls Xxxxx Cowen within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with Xxxxx Cowen 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 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 XxxxxCowen, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus or any amendment or supplement to the Registration Statement or the Prospectus or in any free writing prospectus or in any application or other document executed by or on behalf of the Company in connection with this Agreement or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Placement Shares Common Stock under the securities laws thereof or filed with the Commission or (y) the omission or alleged omission to state in any such document a material fact required to be stated in it or necessary to make the statements therein in it light of the circumstances under which they were made, not misleading; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused directly or indirectly by an untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with the Agent’s Information. As used herein, “Agent’s Information” means, solely, the name of Cowen in the Prospectus. This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless XxxxxAgent, the respective directors, officers, partners, employees and agents of Xxxxx Agent and each person, if any, who (i) controls Xxxxx Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with Xxxxx Agent 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(c10(c)) of, any action, suit or 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 XxxxxAgent, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (xi) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus or any amendment or supplement to the Registration Statement or the Prospectus or in any free writing prospectus Issuer Free Writing Prospectus or in any application or other document executed by or on behalf of the Company in connection with this Agreement or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Placement Shares under the securities laws thereof or filed with the Commission or Commission, (yii) the omission or alleged omission to state in any such document a material fact required to be stated in it or necessary to make the statements in it not misleadingmisleading or (iii) any breach by any of the indemnifying parties of any of their respective representations, warranties and agreements contained in this Agreement; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused directly or indirectly by an untrue statement or omission made in reliance upon on and in conformity with the information relating to Agent’s Information. This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless Xxxxxthe Agent, the their affiliates and their respective partners, members, directors, officers, partners, employees and agents of Xxxxx agents, and each person, if any, who (i) controls Xxxxx the applicable Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, Act or (ii) is controlled by or is under common control with Xxxxx the Agents, in each case from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, including any and all reasonable investigative, legal and other expenses reasonably incurred in connection with, and any and all amounts paid in settlement (in accordance with this Section 9(c9)) of, any action, suit suit, investigation or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third partyparty (including any governmental or self-regulatory authority, or otherwise, or any claim assertedasserted or threatened), as and when incurred, to which Xxxxxthe Agents, or any such person, other person may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus (or any amendment or supplement to the Registration Statement or the Prospectus Prospectus) or in any free writing prospectus or in any application or other document executed by or on behalf of the Company in connection with this Agreement or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Placement Shares Common Stock under the securities laws thereof or filed with the Commission or Commission, (y) the omission or alleged omission to state in any such document a material fact required to be stated in it therein or necessary to make the statements therein (solely with respect to the Prospectus, in it light of the circumstances under which they were made) not misleadingmisleading or (z) any breach by any of the indemnifying parties of any of their respective representations, warranties or agreements contained in this Agreement; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused caused, directly or indirectly indirectly, by an untrue statement or omission omission, or alleged untrue statement or omission, made in reliance upon and in conformity with the Agent’s Agents’ Information. This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless Xxxxxthe Agent, its affiliates (as defined in Rule 405 under the Securities Act), directors, officersofficers and employees, partners, employees and agents of Xxxxx and each person, if any, who (i) controls Xxxxx the Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with Xxxxx from and Act against any and all losses, claims, damages or 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 joint or 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 incurredseveral, to which Xxxxx, or any such person, the Agent may become subject subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwiseotherwise (including in settlement of any litigation), insofar as such losses, claims, liabilities, expenses damages or damages liabilities (or actions in respect thereof) arise out of or are basedbased upon, directly in whole or indirectly, on in part: (xi) any an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the 430B Information and at any subsequent time pursuant to Rules 430A and 430B promulgated under the Securities Act, and any other information deemed to be part of the Registration Statement at the time of effectiveness, and at any subsequent time pursuant to the Securities Act or the Prospectus Exchange Act, and the Prospectus, or any amendment or supplement to the Registration Statement or the Prospectus or in thereto (including any free writing prospectus or in any application or other document executed by or on behalf of the Company in connection with this Agreement or based on written information furnished by or on behalf of the Company documents filed in any jurisdiction in order to qualify the Placement Shares under the securities laws thereof Exchange Act and deemed to be incorporated by reference into the Prospectus), any Permitted Free Writing Prospectus, or filed with any roadshow as defined in Rule 433(h) under the Commission Securities Act (a “road show”), or (y) the an omission or alleged omission to state in any such document therein a material fact required to be stated in it therein or necessary to make the statements in it therein not misleading; provided, (ii) any inaccuracy in the representations and warranties of the Company contained herein; (iii) any investigation or proceeding by any governmental authority, howevercommenced or threatened, that this indemnity agreement shall not apply with respect to the extent that Company (whether or not Agent is a target of or party to such lossinvestigation or proceeding), claim, liability, expense including any investigation or damage arises from proceeding relating to the sale of the Placement Shares pursuant to this Agreement and is caused directly or indirectly by an untrue statement or omission made in reliance upon and in conformity with the Agent’s Information. This indemnity agreement will be in addition to Registration Statement; or (iv) any liability that failure of the Company might otherwise have.to perform its respective obligations hereunder or under law;

Company Indemnification. The Company agrees to indemnify and hold harmless Xxxxxthe Agent, the its affiliates, directors, officersofficers and employees, partners, employees and agents of Xxxxx and each person, if any, who (i) controls Xxxxx the Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with Xxxxx from and Act against any and all losses, claims, damages or 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 joint or 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 incurredseveral, to which Xxxxx, or any such person, the Agent may become subject subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwiseotherwise (including in settlement of any litigation), insofar as such losses, claims, liabilities, expenses damages or damages liabilities (or actions in respect thereof) arise out of or are basedbased upon, directly in whole or indirectly, on in part: (xi) any an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the Rule 430B Information (as defined below) and at any subsequent time pursuant to Rules 430A and 430B promulgated under the Securities Act, and any other information deemed to be part of the Registration Statement at the time of effectiveness, and at any subsequent time pursuant to the Securities Act or the Prospectus Exchange Act, and the Prospectus, or any amendment or supplement to the Registration Statement or the Prospectus or in thereto (including any free writing prospectus or in any application or other document executed by or on behalf of the Company in connection with this Agreement or based on written information furnished by or on behalf of the Company documents filed in any jurisdiction in order to qualify the Placement Shares under the securities laws thereof Exchange Act and deemed to be incorporated by reference into the Prospectus), any Permitted Free Writing Prospectus, or filed with any roadshow as defined in Rule 433(h) under the Commission Securities Act (a “road show”), or (y) the an omission or alleged omission to state in any such document therein a material fact required to be stated in it therein or necessary to make the statements therein, in it the light of the circumstances under which they were made (solely with respect to the Prospectus), not misleading; provided, however, that this indemnity agreement shall not apply to , (ii) any inaccuracy in the extent that such loss, claim, liability, expense or damage arises from the sale representations and warranties of the Placement Shares pursuant Company contained herein; (iii) any investigation or proceeding by any governmental authority, commenced or threatened (whether or not the Agent is a target of or party to this Agreement and is caused directly such investigation or indirectly by an untrue statement or omission made in reliance upon and in conformity with the Agent’s Information. This indemnity agreement will be in addition to proceeding); (iv) any liability that failure of the Company might otherwise have.to perform its respective obligations hereunder or under the law;

Company Indemnification. The Company agrees to indemnify and hold harmless XxxxxCowen, the directors, officers, partners, employees and agents of Xxxxx Cowen and each person, if any, who (i) controls Xxxxx Cowen within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with Xxxxx Cowen 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 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 XxxxxCowen, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus or any amendment or supplement to the Registration Statement or the Prospectus or in any free writing prospectus or in any application or other document executed by or on behalf of the Company in connection with this Agreement or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Placement Shares Common Stock under the securities laws thereof or filed with the Commission or laws (y1) the omission or alleged omission to state in any such document document, other than the Prospectus and any amendments and supplements thereto, a material fact required to be stated in it or necessary to make the statements in it not misleading, or (2) the omission or alleged omission to state in the Prospectus and any amendments or supplements thereto a material fact necessary in order to make the statements in it, in light of the circumstances under which they were made, not misleading or (z) any breach by any of the indemnifying parties of any of their respective representations, warranties and agreements contained in this Agreement; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused directly or indirectly by an untrue statement or omission omission, or alleged untrue statement or omission, made in reliance upon and in conformity with the solely Agent’s Information. “Agent’s Information” means, solely, the following information in the Prospectus: the third sentence of the eighth paragraph under the caption “Plan of Distribution” in the Prospectus. This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless Xxxxx, the directors, officers, partners, employees and agents of Xxxxx and each person, if any, who (i) controls Xxxxx within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with Xxxxx from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, any and all reasonable and documented 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 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 Xxxxx, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus or any amendment or supplement to the Registration Statement or the Prospectus or in any free writing prospectus or in any application or other document executed by or on behalf of the Company in connection with this Agreement or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Placement Shares Common Stock under the securities laws thereof or filed with the Commission or Commission, (y) the omission or alleged omission to state in any such document a material fact required to be stated in it or necessary to make the statements in it not misleading; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense misleading or damage arises from the sale (z) any breach by any of the Placement Shares pursuant to this Agreement and is caused directly or indirectly by an untrue statement or omission made in reliance upon and in conformity with the Agent’s Information. This indemnity agreement will be in addition to indemnifying parties of any liability that the Company might otherwise have.of their

Company Indemnification. The Company agrees to indemnify and hold harmless Xxxxxthe Agent, the its affiliates, directors, officersofficers and employees, partners, employees and agents of Xxxxx and each person, if any, who (i) controls Xxxxx the Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with Xxxxx from and Act against any and all losses, claims, damages or 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 joint or 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 incurredseveral, to which Xxxxx, or any such person, the Agent may become subject subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwiseotherwise (including in settlement of any litigation), insofar as such losses, claims, liabilities, expenses damages or damages liabilities (or actions in respect thereof) arise out of or are basedbased upon, directly in whole or indirectly, on in part: (xi) any an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the Rule 430B Information (as defined below) and at any subsequent time pursuant to Rules 430A and 430B promulgated under the Securities Act, and any other information deemed to be part of the Registration Statement at the time of effectiveness, and at any subsequent time pursuant to the Securities Act or the Prospectus Exchange Act, and the Prospectus, or any amendment or supplement to the Registration Statement or the Prospectus or in thereto (including any free writing prospectus or in any application or other document executed by or on behalf of the Company in connection with this Agreement or based on written information furnished by or on behalf of the Company documents filed in any jurisdiction in order to qualify the Placement Shares under the securities laws thereof Exchange Act and deemed to be incorporated by reference into the Prospectus), any Permitted Free Writing Prospectus, or filed with any roadshow as defined in Rule 433(h) under the Commission Securities Act (a “road show”), or (y) the an omission or alleged omission to state in any such document therein a material fact required to be stated in it therein or necessary to make the statements in it therein not misleading, (ii) any inaccuracy in the representations and warranties of the Company contained herein; (iii) any investigation or proceeding by any governmental authority, commenced or threatened (whether or not the Agent is a target of or party to such investigation or proceeding); (iv) any failure of the Company to perform its respective obligations hereunder or under law; and will reimburse the Agent for any legal or other expenses reasonably incurred and documented by it in connection with investigating or defending against such loss, claim, damage, liability or action; provided, however, that this indemnity agreement the Company shall not apply be liable in any such case of (i) through (iv) to the extent that any such loss, claim, liabilitydamage, expense liability or damage action arises from the sale out of the Placement Shares pursuant to this Agreement and or is caused directly or indirectly by based upon an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with the Agent’s Information. This indemnity agreement will be in addition to any liability that the Company might otherwise have.the

Company Indemnification. The Company agrees to indemnify and hold harmless XxxxxCxxxx, the directors, officers, partners, employees and agents of Xxxxx Cxxxx and each person, if any, who (i) controls Xxxxx Cxxxx within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with Xxxxx Cxxxx (a “Cxxxx 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(c‎9(c)) of, any action, suit or 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 XxxxxCxxxx, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus or any amendment or supplement to the Registration Statement or the Prospectus or in any free writing prospectus or in any application or other document executed by or on behalf of the Company in connection with this Agreement or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Placement Shares under the securities laws thereof or filed with the Commission or (y) the omission or alleged omission to state in any such document a material fact required to be stated in it or necessary to make the statements in it not misleading; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused directly or indirectly by an untrue statement or omission made in reliance upon and in conformity with the Agent’s Information. This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless Xxxxxthe Agent, the each of its affiliates, directors, officersofficers and employees, partners, employees and agents of Xxxxx and each person, if any, who (i) controls Xxxxx the Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange ActAct (each, or (iia “Company Indemnified Party”) is controlled by or is under common control with Xxxxx from and against any and all losses, claims, damages or 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 joint or 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 incurredseveral, to which Xxxxx, or any such person, Company Indemnified Party may become subject subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwiseotherwise (including in settlement of any litigation if such settlement is effected with the prior written consent of the Company), insofar as such losses, claims, liabilities, expenses damages or damages liabilities (or actions in respect thereof) arise out of or are basedbased upon, directly in whole or indirectly, on in part: (xi) any an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the Rule 430B Information (as defined below) and any other information deemed to be part of the Registration Statement at the time of its effectiveness, and at any subsequent time pursuant to the Securities Act or the Prospectus Exchange Act, and the Prospectus, or any amendment or supplement to the Registration Statement or the Prospectus or in thereto (including any free writing prospectus or in any application or other document executed by or on behalf of the Company in connection with this Agreement or based on written information furnished by or on behalf of the Company documents filed in any jurisdiction in order to qualify the Placement Shares under the securities laws thereof Exchange Act and deemed to be incorporated by reference into the Prospectus), any Permitted Free Writing Prospectus, or filed with the Commission or (y) the an omission or alleged omission to state in any such document therein a material fact required to be stated in it therein or necessary to make the statements in it therein not misleading, (ii) any inaccuracy in the representations and warranties of the Company contained herein; (iii) any investigation or proceeding by any governmental authority, commenced or threatened (whether or not the Agent is a target of or party to such investigation or proceeding); (iv) any failure of the Company to perform its respective obligations hereunder or under applicable law; and will reimburse such Company Indemnified Party for any legal or other expenses reasonably incurred by it in connection with investigating or defending against such loss, claim, damage, liability or action; provided, however, that this indemnity agreement the Company shall not apply be liable in any such case of (i) through (iv) to the extent that any such loss, claim, liabilitydamage, expense liability or damage action arises from the sale out of the Placement Shares pursuant to this Agreement and or is caused directly or indirectly by based upon an untrue statement or alleged untrue statement or omission made or alleged omission in reliance upon and the Registration Statement, the Prospectus, or any such amendment or supplement, in conformity with the Agent’s Information. This indemnity agreement will be in addition to any liability that the Company might otherwise have.reliance

Company Indemnification. The Company agrees to indemnify and hold harmless Xxxxxthe Agent, the its affiliates and their respective partners, members, directors, officers, partners, employees and agents of Xxxxx agents, and each person, if any, who (i) controls Xxxxx the Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, Act or (ii) is controlled by or is under common control with Xxxxx the Agent, in each case from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, including any and all reasonable investigative, legal and other expenses reasonably incurred in connection with, ) and any and all amounts paid in settlement of (in accordance with this Section 9(c9)) of, any action, suit suit, investigation or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third partyparty (including any governmental or self-regulatory authority, or otherwise, or any claim assertedasserted or threatened), as and when incurred, to which Xxxxxthe Agent, or any such person, other person may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus (or any amendment or supplement to the Registration Statement or the Prospectus Prospectus) or in any free writing prospectus or in any application or other document executed by or on behalf of the Company in connection with this Agreement or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Placement Shares Common Stock under the securities laws thereof or filed with the Commission Commission, or (y) the omission or alleged omission to state in any such document a material fact required to be stated in it therein or necessary to make the statements therein (solely with respect to the Prospectus, in it light of the circumstances under which they were made) not misleading; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused caused, directly or indirectly indirectly, by an untrue statement or omission omission, or alleged untrue statement or omission, made in reliance upon and in conformity with the Agent’s Information. This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless XxxxxCowen, the directors, officers, partners, employees and agents of Xxxxx Cowen and each person, if any, who (i) controls Xxxxx Cowen within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with Xxxxx Cowen 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 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 XxxxxCowen, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the F-6 Registration Statement or the Prospectus or any amendment or supplement to the Registration Statement, the F-6 Registration Statement or the Prospectus or in any free writing prospectus or in any application or other document executed by or on behalf of the Company in connection with this Agreement or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Placement Shares under the securities laws thereof or filed with the Commission or (y) the omission or alleged omission to state in any such document a material fact required to be stated in it or necessary to make the statements in it not misleading; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused directly or indirectly by an untrue statement or omission made in reliance upon and in conformity with the Agent’s Information. This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless Xxxxxthe Agent, the its affiliates, directors, officersofficers and employees, partners, employees and agents of Xxxxx and each person, if any, who (i) controls Xxxxx the Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with Xxxxx from and Act against any and all losses, claims, damages or 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 joint or 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 incurredseveral, to which Xxxxx, or any such person, the Agent may become subject subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulationotherwise (including in settlement of any litigation if such settlement is effected with the written consent of the Company, at common law or otherwisesuch consent not to be unreasonably withheld), insofar as such losses, claims, liabilities, expenses damages or damages liabilities (or actions in respect thereof) arise out of or are basedbased upon, directly in whole or indirectly, on in part: (xi) any an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the Rule 430B Information (as defined below) and at any subsequent time pursuant to Rules 430A and 430B promulgated under the Securities Act, and any other information deemed to be part of the Registration Statement at the time of effectiveness, and at any subsequent time pursuant to the Securities Act or the Prospectus Exchange Act, and the Prospectus, or any amendment or supplement to the Registration Statement or the Prospectus or in thereto (including any free writing prospectus or in any application or other document executed by or on behalf of the Company in connection with this Agreement or based on written information furnished by or on behalf of the Company documents filed in any jurisdiction in order to qualify the Placement Shares under the securities laws thereof Exchange Act and deemed to be incorporated by reference into the Prospectus), any Permitted Free Writing Prospectus, or filed with any roadshow as defined in Rule 433(h) under the Commission Securities Act (a “road show”), or (y) the an omission or alleged omission to state in any such document therein a material fact required to be stated in it therein or necessary to make the statements in it therein not misleading; provided, (ii) any inaccuracy in the representations and warranties of the Company contained herein; (iii) any investigation or proceeding by any governmental authority, however, that this indemnity agreement shall not apply commenced or threatened with respect to the extent that Company or the matters covered by the Agreement (whether or not the Agent is a target of or party to such loss, claim, liability, expense investigation or damage arises from the sale proceeding); (iv) any failure of the Placement Shares pursuant Company to this Agreement and is caused directly perform its respective obligations hereunder or indirectly by an untrue statement or omission made in reliance upon and in conformity with the Agent’s Information. This indemnity agreement will be in addition to any liability that the Company might otherwise have.under law;

Company Indemnification. The Company agrees to shall indemnify and hold harmless Xxxxxharmless, to the directorsfullest extent permitted by law, officerseach seller of Registrable Securities, partners, employees and agents of Xxxxx any underwriter for such registration and each personperson or entity, if any, who (i) controls Xxxxx controlling such seller or underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with Xxxxx from and against any and all losses, claims, liabilitiesdamages, liabilities and expenses (including reasonable costs of investigation and damages (includinglegal expenses) to which such seller, 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 underwriter or proceeding between any of the indemnified parties and any indemnifying parties controlling person or between any indemnified party and any third party, or otherwise, or any claim asserted)entity, as and when incurred, to which Xxxxx, or any such personthe case may be, may become subject under the Securities 1933 Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwiselaw, insofar as such losses, claims, liabilitiesdamages, liabilities or expenses (or damages actions in respect thereof) arise out of or are based, directly or indirectly, on based upon any of the following: (xa) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus any registration statement, any prospectus or any amendment amendments or supplement to the Registration Statement or the Prospectus or in any free writing prospectus or in any application or other document executed by or on behalf of the Company in connection with this Agreement or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Placement Shares under the securities laws thereof or filed with the Commission or supplements thereto; (yb) the omission or alleged omission to state in any such document therein a material fact required to be stated in it therein, or necessary to make the statements therein, in it light of the circumstances under which they were made, not misleading; or (c) any violation or alleged violation by the Company, in connection with such registration, of the 1933 Act, the Exchange Act, any state securities law or any role or regulation promulgated under the 1933 Act, the Exchange Act or any state securities law; provided, however, that this indemnity agreement the Company shall not apply to the extent that be liable in any such case for any such loss, claim, liabilitydamage, expense liability or damage action to the extent that it arises from the sale out of the Placement Shares pursuant to this Agreement and or is caused directly or indirectly by an based upon any untrue statement or omission made in reliance upon and in conformity with the Agent’s Information. This indemnity agreement will be written information furnished for use in addition to connection with such registration by any liability that the Company might otherwise havesuch seller, underwriter or controlling person or entity.

Company Indemnification. The Company agrees to indemnify and hold harmless Xxxxxthe Agent, the directors, officers, partners, employees and agents of Xxxxx the Agent and each person, if any, who (i) controls Xxxxx the Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with Xxxxx the Agent 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 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 Xxxxxthe Agent, or any such person, may become subject under Canadian Securities Laws, the Securities Act, the Exchange Act or other federal federal, provincial or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (xw) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the U.S. Prospectus or any amendment or supplement to the Registration Statement or the U.S. Prospectus or in any free writing prospectus or in any application or other document executed by or on behalf of the Company in connection with this Agreement or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Placement Shares under the securities laws thereof or filed with the Commission or Permitted Free Writing Prospectus, (yx) the omission or alleged omission to state in any such document a material fact required to be stated in it or necessary to make the statements in it (solely with respect to the Prospectuses, in light of the circumstances under which they were made) not misleading, or (y) any breach by any of the indemnifying parties of any of their respective representations, warranties and agreements contained in this Agreement; provided, however, that this indemnity agreement Section 9(a) shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused directly or indirectly by an untrue statement or omission made in reliance upon and in conformity with information relating to the Agent’s InformationAgent and furnished to the Company by the Agent expressly for inclusion in any document as described in clause (w) of this Section 9(a). This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless XX Xxxxx, the directors, officers, partners, employees and agents of XX Xxxxx and each person, if any, who (i) controls XX Xxxxx within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with XX Xxxxx from and against any and all losses, claims, liabilities, reasonable and documented expenses and damages (including, but not limited to, any and all reasonable and documented 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 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 incurredwithin thirty (30) days of the written receipt of the documented expenses by the indemnifying party , to which XX Xxxxx, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus or any amendment or supplement to the Registration Statement or the Prospectus or in any free writing prospectus or in any application or other document executed by or on behalf of the Company in connection with this Agreement or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Placement Shares under the securities laws thereof or filed with the Commission or (y) the omission or alleged omission to state in any such document a material fact required to be stated in it or necessary to make the statements in it not misleading; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused directly or indirectly by an untrue statement or omission made in reliance upon and in conformity with the Agent’s Information. This indemnity agreement will be in addition to any liability that the Company might otherwise have.the

Company Indemnification. The Company agrees to indemnify and hold harmless Xxxxx, the directors, officers, partners, employees and agents of Xxxxx and each person, if any, who (i) controls Xxxxx within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with Xxxxx 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 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 Xxxxx, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus or any amendment or supplement to the Registration Statement or the Prospectus or in any free writing prospectus or in any application or other document executed by or on behalf of the Company in connection with this Agreement or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Placement Shares Common Stock under the securities laws thereof or filed with the Commission or Commission, (y) the omission or alleged omission to state in any such document a material fact required to be stated in it or necessary to make the statements in it not misleadingmisleading or (z) any breach by any of the indemnifying parties of any of their respective representations, warranties and agreements contained in this Agreement; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused directly or indirectly by an untrue statement or omission made in reliance upon and in conformity with the Agent’s Information. This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless Xxxxxthe Agent, the its affiliates and their respective partners, members, directors, officers, partners, employees and agents of Xxxxx agents, and each person, if any, who (i) controls Xxxxx the Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, Act or (ii) is controlled by or is under common control with Xxxxx the Agent, in each case from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, including any and all reasonable investigative, legal and other expenses reasonably incurred in connection with, and any and all amounts paid in settlement (in accordance with this Section 9(c9)) of, any action, suit suit, investigation or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third partyparty (including any governmental or self-regulatory authority, or otherwise, or any claim assertedasserted or threatened), as and when incurred, to which Xxxxxthe Agent, or any such person, other person may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus (or any amendment or supplement to the Registration Statement or the Prospectus Prospectus) or in any free writing prospectus or in any application or other document executed by or on behalf of the Company in connection with this Agreement or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Placement Shares Common Stock under the securities laws thereof or filed with the Commission or Commission, (y) the omission or alleged omission to state in any such document a material fact required to be stated in it therein or necessary to make the statements therein (solely with respect to the Prospectus, in it the light of the circumstances under which they were made) not misleadingmisleading or (z) any breach by any of the indemnifying parties of any of their respective representations, warranties or agreements contained in this Agreement; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused caused, directly or indirectly indirectly, by an untrue statement or omission omission, or alleged untrue statement or omission, made in reliance upon and in conformity with the Agent’s InformationInformation (consisting solely of the material referred to in Schedule 5 hereto). This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless XxxxxCowen, the directors, officers, partners, employees and agents of Xxxxx Cowen and each person, if any, who (i) controls Xxxxx Cowen within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with Xxxxx Cowen 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 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 XxxxxCowen, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus or any amendment or supplement to the Registration Statement or the Prospectus or in any free writing prospectus or in any application or other document executed by or on behalf of the Company in connection with this Agreement or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Placement Shares Common Stock under the securities laws thereof or filed with the Commission Commission, or (y) the omission or alleged omission to state in any such document a material fact required to be stated in it or necessary to make the statements in it not misleading; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused directly or indirectly by an untrue statement or omission made in reliance upon and in conformity with the solely Agent’s Information. “Agent’s Information” means, solely, the following information in the Prospectus: the ninth paragraph under the caption “Plan of Distribution” in the Prospectus. This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless XxxxxCowen, the directors, officers, partners, employees and agents of Xxxxx Cowen and each person, if any, who (i) controls Xxxxx Cowen within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with Xxxxx Cowen 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 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 XxxxxCowen, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus or any amendment or supplement to the Registration Statement or the Prospectus or in any free writing prospectus or in any application or other document executed by or on behalf of the Company in connection with this Agreement or any Terms Agreement or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Placement Shares Common Stock under the securities laws thereof or filed with the Commission or Commission, (y) the omission or alleged omission to state in any such document a material fact required to be stated in it or necessary to make the statements in it not misleadingmisleading or (z) any breach by any of the indemnifying parties of any of their respective representations, warranties and agreements contained in this Agreement or any Terms Agreement; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement or any Terms Agreement and is caused directly or indirectly by an untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with the solely Agent’s Information. This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless XxxxxCowen, the directors, officers, partners, employees and agents of Xxxxx Cowen and each person, if any, who (i) controls Xxxxx Cowen within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with Xxxxx Cowen from and against any and all losses, claims, liabilities, reasonable and documented expenses and damages (including, but not limited to, any and all reasonable and documented 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 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 incurredwithin 30 days of receipt of the written documented expenses by the indemnifying party, to which XxxxxCowen, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus or any amendment or supplement to the Registration Statement or the Prospectus or in any free writing prospectus or in any application or other document executed by or on behalf of the Company in connection with this Agreement or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Placement Shares under the securities laws thereof or filed with the Commission prospectus, or (y) the omission or alleged omission to state in any such document a material fact required to be stated in it or necessary to make the statements in it not misleading; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused directly or indirectly by an untrue statement or omission made in reliance upon and in conformity with the solely Agent’s Information. This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless XxxxxBRFBR, the directors, officers, partners, employees and agents of Xxxxx BRFBR and each person, if any, who (i) controls Xxxxx BRFBR within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with Xxxxx BRFBR (a “BRFBR 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(c10(c)) of, any action, suit or 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 XxxxxBRFBR, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus or any amendment or supplement to the Registration Statement or the Prospectus Prospectus, or in any free writing prospectus or in any application or other document executed by or on behalf of the Company in connection with this Agreement or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Placement Shares under the securities laws thereof or filed with the Commission or Issuer Free Writing Prospectus, (y) the omission or alleged omission to state in any such document a material fact required to be stated in it or necessary to make the statements in it not misleading; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused directly or indirectly by an untrue statement or omission omission, or alleged untrue statement or omission, made in reliance upon and in conformity with written information furnished to the Agent’s InformationCompany by BRFBR expressly for use therein. This indemnity agreement will be in addition to any liability that the Company might otherwise have.