Common use of Compliance with Law; Indemnification Clause in Contracts

Compliance with Law; Indemnification. a. In connection with all services performed pursuant to this Agreement, Consultant shall comply with all securities laws and regulations applicable to the Company or Consultant, and all policies, rules and requirements of any exchange or quotation system on which the shares of the Company trade. Consultant will not engage in any transaction involving the offer or sale of securities of the Company, and will not solicit or encourage any other party to engage in any transaction involving the offer or sale of securities of the Company at any time that the Consultant is in possession of material non-public information concerning the Company. b. Consultant hereby covenants and agrees to indemnify the Company, its stockholders, directors, officers, employees, affiliates, and agents and their respective successors and assigns and to hold them harmless from and against any and all losses, claims, liabilities, obligations, fines, penalties, damages and expenses, including reasonable attorney’s fees (including such fees on appeal) (collectively, “Losses”) incurred by any of them resulting from or arising out of (i) any action by Consultant which constitutes a violation of any law or regulation, (ii) any misrepresentation or other breach of this Agreement made by Consultant or (iii) willful misconduct or negligent acts or omissions of Consultant. c. The Company hereby covenants and agrees to indemnify Consultant, its stockholders, directors, officers, employees, affiliates, and agents and their respective successors and assigns and to hold them harmless from and against any and all Losses incurred by any of them resulting from or arising out of (i) any third party claims with respect to any untrue statement of any material fact contained in any registration statement, prospectus or report filed by the Company with the U.S. Securities and Exchange Commission; or that arise out of or are based upon the omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading, (ii) as a result of any misrepresentation or other breach of this Agreement made by the Company or (iii) willful misconduct or negligent acts or omissions of the Company, except, in all cases (i) through (iii), to the extent such Losses resulted from the negligence, willful misconduct, misrepresentation or breach by Consultant.

Compliance with Law; Indemnification. a. In connection with all services performed pursuant to this Agreement, Consultant shall comply with all securities laws and regulations applicable to the Company or Consultant, and all policies, rules and requirements of any exchange or quotation system on which the shares of the Company trade. Consultant will not engage in any transaction involving the offer or sale of securities of the Company, and will not solicit or encourage any other party to engage in any transaction involving the offer or sale of securities of the Company at any time that the Consultant is in possession of material non-public information concerning the Company. b. Consultant hereby covenants and agrees to indemnify the Company, its stockholders, directors, officers, employees, affiliates, and agents and their respective successors and assigns and to hold them harmless from and against any and all losses, claims, liabilities, obligations, fines, penalties, damages and expenses, including reasonable attorney’s fees (including such fees on appeal) (collectively, “Losses”) incurred by any of them resulting from or arising out of (i) any action by Consultant which constitutes a violation of any law or regulation, (ii) regulation or as a result of any misrepresentation or other breach of this Agreement made by Consultant or (iii) willful misconduct or negligent acts or omissions of Consultant. c. The Company hereby covenants and agrees to indemnify Consultant, its stockholders, directors, officers, employees, affiliates, and agents and their respective successors and assigns and to hold them harmless from and against any and all Losses losses, claims, liabilities, obligations, fines, penalties, damages and expenses, including reasonable attorney’s fees incurred by any of them resulting from or arising out of (i) any third party claims with respect to any untrue statement of any material fact contained in any registration statement, prospectus or report filed by the Company with the U.S. Securities and Exchange Commission; or that arise out of or are based upon the omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading, (ii) misleading or as a result of any misrepresentation or other breach of this Agreement made by the Company or (iii) willful misconduct or negligent acts or omissions of the Company, except, in all cases (i) through (iii), to the extent such Losses resulted from the negligence, willful misconduct, misrepresentation or breach by Consultant.

Compliance with Law; Indemnification. a. In connection with all services performed pursuant to this AgreementAgreement , the Consultant shall comply with all securities laws and regulations regulatio11s applicable to the Company or the Consultant, . and all policies, rules and requirements of any exchange or quotation system on which the shares of the Company trade. The Consultant will not engage in any transaction involving the offer or sale of securities of the Company, and will not solicit or encourage any other party to engage in any transaction involving the offer or sale of securities of the Company at any time that the Consultant is in possession of material non-public information concerning the CompanyCompany . b. The Consultant hereby covenants and agrees to indemnify the Company, its stockholders, directors, officers, . employees, affiliates, and agents and their respective successors and assigns and to hold them harmless from and against any and all losses, claims, liabilities, obligations, . fines, penalties, damages and expenses, including reasonable attorney’s 's fees (including such fees on appeal) (collectively, “Losses”) incurred by any of them resulting from or arising out of (i) any action by the Consultant which constitutes a violation of any law Law or regulation, (ii) regulation or as a result of any misrepresentation or other breach of this Agreement made by Consultant or (iii) willful misconduct or negligent acts or omissions of the Consultant. c. The Company hereby covenants and agrees to indemnify the Consultant, its stockholders, directors, officers, . employees, affiliates, and agents and their respective successors and assigns and to hold them harmless han11less from and against any and all Losses losses, claims, liabilities, obligations, fines, penalties, damages and expenses, including reasonable attorney's fees incurred by any of them resulting from or arising out of (i) any third party claims with respect to any untrue statement of any material fact contained in any registration statement, prospectus or report filed by the Company with the U.S. Securities and Exchange CommissionCommission ; or that arise out of or are based upon the omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading, (ii) misleading or as a result of any misrepresentation or other breach of this Agreement made by the Company or (iii) willful misconduct or negligent acts or omissions of the Company, except, in all cases (i) through (iii), to the extent such Losses resulted from the negligence, willful misconduct, misrepresentation or breach by Consultant.

Compliance with Law; Indemnification. a. In connection with all services performed pursuant to this Agreement, Consultant EAN COMPANIES shall comply with all securities laws and regulations applicable to the Company or Consultant, EAN COMPANIES and all policies, rules and requirements of any exchange or quotation system on which the shares of the Company trade. Consultant EAN COMPANIES will not engage in any transaction involving the offer or sale of securities of the Company, Company and will not solicit or encourage any other party to engage in any transaction involving the offer or sale of securities of the Company at any time that the Consultant EAN COMPANIES is in possession of material non-public information concerning the Company. b. Consultant EAN COMPANIES hereby covenants and agrees to indemnify the Company, its stockholders, directors, officers, employees, affiliates, and agents and their respective successors and assigns and to hold them harmless from and against any and all losses, claims, liabilities, obligations, fines, penalties, damages and expenses, including reasonable attorney’s fees (including such fees on appeal) (collectively, “Losses”) incurred by any of them resulting from or arising out of (i) any action by Consultant EAN COMPANIES which constitutes a violation of any law or regulation, (ii) regulation or as a result of any misrepresentation or other breach of this Agreement made by Consultant or (iii) willful misconduct or negligent acts or omissions of Consultant.EAN COMPANIES.. c. The Company hereby covenants and agrees to indemnify Consultant, EAN COMPANIES its stockholders, directors, officers, employees, affiliates, and agents and their respective successors and assigns and to hold them harmless from and against any and all Losses losses, claims, liabilities, obligations, fines, penalties, damages and expenses, including reasonable attorney’s fees incurred by any of them resulting from or arising out of (i) any third party claims with respect to any untrue statement of any material fact contained in any registration statement, prospectus or report filed by the Company with the U.S. Securities and Exchange Commission; or that arise out of or are based upon the omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading, (ii) misleading or as a result of any misrepresentation or other breach of this Agreement made by the Company or (iii) willful misconduct or negligent acts or omissions of the Company, except, in all cases (i) through (iii), to the extent such Losses resulted from the negligence, willful misconduct, misrepresentation or breach by Consultant.

Compliance with Law; Indemnification. a. In connection with all services performed pursuant to this Agreement, the Consultant shall comply with all securities laws and regulations applicable to the Company or the Consultant, and all policies, rules and requirements of any exchange or quotation system on which the shares of the Company trade. The Consultant will not engage in any transaction involving the offer or sale of securities of the Company, and will not solicit or encourage any other party to engage in any transaction involving the offer or sale of securities of the Company at any time that the Consultant is in possession of material non-public information concerning the Company. b. The Consultant hereby covenants and agrees to indemnify the Company, its stockholders, directors, officers, employees, affiliates, and agents and their respective successors and assigns and to hold them harmless from and against any and all losses, claims, liabilities, obligations, fines, penalties, damages and expenses, including reasonable attorney’s fees (including such fees on appeal) (collectively, “Losses”) incurred by any of them resulting from or arising out of (i) any action by the Consultant which constitutes a violation of any law or regulation, (ii) regulation or as a result of any misrepresentation or other breach of this Agreement made by Consultant or (iii) willful misconduct or negligent acts or omissions of the Consultant. c. The Company hereby covenants and agrees to indemnify the Consultant, its stockholders, directors, officers, employees, affiliates, and agents and their respective successors and assigns and to hold them harmless from and against any and all Losses losses, claims, liabilities, obligations, fines, penalties, damages and expenses, including reasonable attorney’s fees incurred by any of them resulting from or arising out of (i) any third party claims with respect to any untrue statement of any material fact contained in any registration statement, prospectus or report filed by the Company with the U.S. Securities and Exchange Commission; or that arise out of or are based upon the omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading, (ii) misleading or as a result of any misrepresentation or other breach of this Agreement made by the Company or (iii) willful misconduct or negligent acts or omissions of the Company, except, in all cases (i) through (iii), to the extent such Losses resulted from the negligence, willful misconduct, misrepresentation or breach by Consultant.

Compliance with Law; Indemnification. a. In connection with all services performed pursuant to this Agreement, the Consultant shall comply with all applicable laws, rules and regulations, including but not limited to (i) all securities laws laws, rules and regulations of the United States and any other applicable jurisdictions applicable to the Company or the Consultant, and (ii) all policies, rules and requirements of any exchange or quotation system on which the shares of the Company tradetrade and (iii) the United States Foreign Corrupt Practices Act, as amended from time to time, and the OECD Anti-Bribery Convention. The Consultant will not engage in any transaction involving the offer or sale of securities of the Company, and will not solicit or encourage any other party to engage in any transaction involving the offer or sale of securities of the Company at any time that the Consultant is in possession of “material non-public information information” concerning the Company. b. The Consultant hereby covenants and agrees to indemnify the Company, its stockholders, directors, officers, employees, affiliates, and agents and their respective successors and assigns and to hold them harmless from and against any and all losses, claims, liabilities, obligations, fines, penalties, damages and expenses, including reasonable attorney’s fees (including such fees on appeal) (collectively, “Losses”) incurred by any of them resulting from or arising out of (i) any action by the Consultant which constitutes a violation of any law or regulation, (ii) regulation or as a result of any misrepresentation or other breach of this Agreement made by Consultant or (iii) willful misconduct or negligent acts or omissions of the Consultant. c. The Company hereby covenants and agrees to indemnify the Consultant, its stockholders, directors, officers, employees, affiliates, and agents and their respective successors and assigns and to hold them harmless from and against any and all Losses losses, claims, liabilities, obligations, fines, penalties, damages and expenses, including reasonable attorney’s fees (including such fees on appeal) incurred by any of them resulting from or arising out of (i) any third party claims with respect to any untrue statement of any material fact contained in any registration statement, prospectus or report filed by the Company with the U.S. Securities and Exchange Commission; or that arise out of or are based upon the omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading, (ii) misleading or as a result of any misrepresentation or other breach of this Agreement made by the Company; provided that the Company’s obligations under this Section 9(c) are conditioned upon the Consultant (i) promptly notifying the Company or of any claim in writing; (ii) cooperating with the Company in the defense of the claim; and (iii) willful misconduct or negligent acts or omissions granting the Company sole control of the Company, except, in all cases (i) through (iii), to defense or settlement of the extent such Losses resulted from the negligence, willful misconduct, misrepresentation or breach by Consultantclaim.