Common use of Delivery of Shares Clause in Contracts

Delivery of Shares. On or before each Settlement Date, the Company will, or will cause its transfer agent to, electronically transfer the Shares being sold in an Issuance by crediting the Current Agent’s or its designee’s account (provided the Current Agent shall have given the Company written notice of such designee prior to the Settlement Date) at The Depository Trust Company through its Deposit and Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the Company and the Current Agent which in all cases shall be freely tradable, transferable, registered shares in good deliverable form. On each Settlement Date, the Current Agent will deliver the related Net Proceeds in same day funds to an account designated by the Company prior to the Settlement Date. The Company agrees that if the Company, or its transfer agent (if applicable), defaults in its obligation to deliver Issuance Shares on a Settlement Date in accordance with the terms of this Agreement, the Company agrees that in addition to and in no way limiting the rights and obligations set forth in Section 11(a) and Section 11(d) hereof, it will (i) hold the Current Agent harmless against any Loss (as hereinafter defined) (including reasonable legal fees and expenses), as incurred, arising out of or in connection with such default by the Company or its transfer agent (if applicable) and (ii) pay to the Current Agent any commission, discount, or other compensation to which it would otherwise have been entitled absent such default.

Delivery of Shares. On or before each Settlement Date, the Company will, or will cause its transfer agent to, electronically transfer the Placement Shares being sold in an Issuance by crediting the Current AgentCanaccord’s accounts or its designee’s account (provided the Current Agent that Canaccord shall have given the Company written notice of such designee at least one Trading Day prior to the Settlement Date) at The Depository Trust Company (“DTC”) through its Deposit and Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the Company and the Current Agent parties hereto and, upon receipt of such Placement Shares, which in all cases shall be freely tradabletradeable, transferable, registered shares in good deliverable form. On , Canaccord will, on each Settlement Date, the Current Agent will deliver the related Net Proceeds in same day funds delivered to an account designated by the Company prior to the Settlement Date. The If the Company agrees that if the Company, or its transfer agent (if applicable), defaults in its obligation to deliver Issuance Placement Shares on a Settlement Date in accordance with the terms of this AgreementDate, the Company agrees that in addition to and in no way limiting the rights and obligations set forth in Section 11(a) and Section 11(d) hereof11 hereto, it will (i) hold the Current Agent Canaccord harmless against any Loss (as hereinafter defined) loss, claim, damage, or expense (including reasonable legal fees and expenses), as incurred, arising out of or in connection with such default by the Company or its transfer agent (if applicable) and (ii) pay to the Current Agent Canaccord any commission, discount, or other compensation to which it would otherwise have been entitled absent such default.

Delivery of Shares. On or before each Settlement Date, the Company will, or will cause its transfer agent to, electronically transfer the Shares being sold in an Issuance by crediting the Current Agent’s Xxxxx’x or its designee’s account (provided the Current Agent Cowen shall have given the Company written notice of such designee prior to the Settlement Date) at The Depository Trust Company through its Deposit and Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the Company and the Current Agent parties hereto which in all cases shall be freely tradabletradeable, transferable, registered shares in good deliverable form. On each Settlement Date, the Current Agent Cowen will deliver the related Net Proceeds in same day funds to an account designated by the Company on, or prior to to, the Settlement Date. The Company agrees that if the Company, or its transfer agent (if applicable), defaults in its obligation to deliver Issuance duly authorized Shares on a Settlement Date in accordance with the terms through no fault of this AgreementCowen, the Company agrees that in addition to and in no way limiting the rights and obligations set forth in Section 11(a9(a) (Indemnification and Section 11(dContribution) hereofhereto, it will (i) hold the Current Agent Cowen harmless against any Loss (as hereinafter defined) loss, claim, damage, or reasonable and documented expense (including reasonable and documented legal fees and expenses), as incurred, arising out of or in connection with such default by the Company or its transfer agent (if applicable) and (ii) pay to the Current Agent Cowen any commission, discount, or other compensation to which it would otherwise have been entitled absent such default.

Delivery of Shares. On or before each Settlement Date, the Company will, or will cause its transfer agent to, issue and electronically transfer the Shares being sold in an Issuance by crediting the Current AgentBTIG’s or its designee’s account (provided the Current Agent BTIG shall have given the Company written notice of such designee prior to the Settlement Date) account at The Depository Trust Company through its Deposit and Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the Company and the Current Agent Parties, which Shares in all cases shall be freely tradabletradeable, transferable, registered shares in good deliverable form. On each Settlement Date, the Current Agent BTIG will deliver the related Net Proceeds in same day funds to an account designated by the Company prior to the Settlement Date. The Company agrees that if the Company, or its transfer agent (if applicable)agent, defaults in its obligation to deliver Issuance Shares on a Settlement Date in accordance with the terms of this AgreementDate, the Company agrees that in addition to and in no way limiting the rights and obligations set forth in Section 11(a10(a) and Section 11(d) hereof(Indemnification by the Company), it the Company will (i) hold BTIG, its directors, officers, members, partners, employees and agents of BTIG and each person, if any, who (A) controls BTIG within the Current Agent meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act or (B) is controlled by or is under common control with BTIG (other than the Company and its subsidiaries) (a “BTIG Affiliate”), harmless against any Loss (as hereinafter defined) loss, claim, damage, or expense (including reasonable legal fees and expenses), as incurred, arising out of or in connection with such default by the Company or its transfer agent (if applicable) and (ii) pay to the Current Agent BTIG any commission, discount, commission or other compensation to which it would otherwise have been entitled absent such default.

Delivery of Shares. On or before each Settlement Date, the Company will, or will cause its transfer agent to, electronically transfer the Shares being sold in an Issuance by crediting the Current Agent’s Xxxxx’x or its designee’s account (provided the Current Agent Cowen shall have given the Company written notice of such designee prior to the Settlement Date) at The Depository Trust Company through its Deposit and Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the Company and the Current Agent parties hereto which in all cases shall be freely tradabletradeable, transferable, registered shares in good deliverable form. On each Settlement Date, the Current Agent Cowen will deliver the related Net Proceeds in same day funds to an account designated by the Company on, or prior to to, the Settlement Date. The Company agrees that if the Company, or its transfer agent (if applicable), defaults in its obligation to deliver Issuance duly authorized Shares on a Settlement Date in accordance with the terms of this AgreementDate, the Company agrees that in addition to and in no way limiting the rights and obligations set forth in Section 11(a9(a) (Indemnification and Section 11(dContribution) hereofhereto, it will (i) hold the Current Agent Cowen harmless against any Loss (as hereinafter defined) loss, claim, damage, or expense (including reasonable legal fees and expenses), as incurred, arising out of or in connection with such default by the Company or its transfer agent (if applicable) and (ii) pay to the Current Agent Cowen any commission, discount, or other compensation to which it would otherwise have been entitled absent such default.

Delivery of Shares. On or before each Settlement Date, the Company will, or will cause its transfer agent to, electronically transfer the Shares being sold in an Issuance by crediting the Current Agent’s Xxxxx’x or its designee’s account (provided the Current Agent Cowen shall have given the Company written notice of such designee prior to the Settlement Date) at The Depository Trust Company through its Deposit and Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the Company and the Current Agent parties hereto which in all cases shall be freely tradabletradeable, transferable, registered shares in good deliverable form. On each Settlement Date, the Current Agent Cowen will deliver the related Net Proceeds in same day funds to an account designated by the Company on, or prior to to, the Settlement Date. The Company agrees that if the Company, or its transfer agent (if applicable), defaults in its obligation to deliver Issuance duly authorized Shares on a Settlement Date in accordance with the terms of this AgreementDate, the Company agrees that in addition to and in no way limiting the rights and obligations set forth in Section 11(a9(a) (Indemnification and Section 11(dContribution) hereofhereto, it will (i) hold the Current Agent Cowen harmless against any Loss (as hereinafter defined) loss, claim, damage, or reasonable and documented expense (including reasonable and documented legal fees and expenses), as incurred, arising out of or in connection with such default by the Company or its transfer agent (if applicable) and (ii) pay to the Current Agent Cowen (without duplication) any commission, discount, or other compensation to which it would otherwise have been entitled absent such default.

Delivery of Shares. On or before each Settlement Date, the Company Corporation will, or will cause its transfer agent to, electronically transfer the Placement Shares being sold in an Issuance by crediting the Current Agent’s account or its designee’s account (provided that the Current Agent shall have given the Company Corporation written notice of such designee at least one Trading Day prior to the Settlement Date) at The CDS Clearing and Depository Trust Company through Services Inc. though its Deposit and Withdrawal at Custodian System CDSX system for Shares or by such other means of delivery as may be mutually agreed upon by the Company and the Current Agent parties hereto and, upon receipt of such Placement Shares, which in all cases shall be freely tradabletradeable, transferable, registered shares in good deliverable form. On , the Agent will, on each Settlement Date, the Current Agent will deliver the related Net Proceeds in same day funds to an account designated by the Company Corporation prior to the Settlement Date. The Company agrees that if If the Company, or its transfer agent (if applicable), Corporation defaults in its obligation to deliver Issuance Placement Shares on a Settlement Date in accordance with the terms of this AgreementDate, the Company Corporation agrees that in addition to and in no way limiting the rights and obligations set forth in Section 11(a) and Section 11(d) hereof11 hereto, it will (i) hold the Current Agent harmless against any Loss (as hereinafter defined) loss, claim, damage, or expense (including reasonable legal fees and expenses), as incurred, arising out of or in connection with such default by the Company or its transfer agent (if applicable) Corporation and (ii) pay to the Current Agent any commission, discount, or other compensation to which it would otherwise have been entitled absent such default; provided, however, that without limiting Section 11 herein, the Corporation shall not be obligated to pay the Agent any commission, discount or other compensation on any Placement Shares that it is not possible to settle due to: (i) a suspension or material limitation in trading in securities generally on the TSXV; (ii) a material disruption in securities settlement or clearance services in Canada; or (iii) failure by the Agent to comply with its obligations under the terms of this Agreement.

Delivery of Shares. On or before each Settlement Date, the Company will, or will cause its transfer agent to, electronically transfer the Shares being sold in an Issuance by crediting the Current Agent’s XX Xxxxx’x or its designee’s account (provided the Current Agent provided, XX Xxxxx shall have given the Company written notice of such designee prior to the Settlement Date) at The Depository Trust Company through its Deposit and Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the Company and the Current Agent parties hereto which in all cases shall be freely tradabletradeable, transferable, registered shares in good deliverable form. On each Settlement Date, the Current Agent XX Xxxxx will deliver the related Net Proceeds in same day funds to an account designated by the Company on, or prior to to, the Settlement Date. The Company agrees that if the Company, or its transfer agent (if applicable), defaults in its obligation to deliver Issuance duly authorized Shares on a Settlement Date in accordance with the terms through no fault of this AgreementXX Xxxxx, the Company agrees that in addition to and in no way limiting the rights and obligations set forth in Section 11(a9(a) and Section 11(d(Company Indemnification) hereofhereto, it will (i) hold the Current Agent XX Xxxxx harmless against any Loss (as hereinafter defined) loss, claim, damage, or reasonable and documented expense (including reasonable and documented legal fees and expenses), as incurred, arising out of or in connection with such default by the Company or its transfer agent (if applicable) and (ii) pay to the Current Agent XX Xxxxx (without duplication) any commission, discount, or other compensation to which it would otherwise have been entitled absent such default.

Delivery of Shares. On or before each Settlement Date, the Company will, or will cause its transfer agent to, electronically transfer the Shares being sold in an Issuance by crediting the Current Agent’s Cxxxx’x or its designee’s account (provided the Current Agent Cowen shall have given the Company written notice of such designee prior to the Settlement Date) at The Depository Trust Company through its Deposit and Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the Company and the Current Agent parties hereto which in all cases shall be freely tradabletradeable, transferable, registered shares in good deliverable form. On each Settlement Date, the Current Agent Cowen will deliver the related Net Proceeds in same day funds to an account designated by the Company on, or prior to to, the Settlement Date. The Company agrees that if the Company, or its transfer agent (if applicable), defaults in its obligation to deliver Issuance duly authorized Shares on a Settlement Date in accordance with the terms through no fault of this AgreementCowen, the Company agrees that in addition to and in no way limiting the rights and obligations set forth in Section 11(a9(a) (Indemnification and Section 11(dContribution) hereofhereto, it will (i) hold the Current Agent Cowen harmless against any Loss (as hereinafter defined) loss, claim, damage, or reasonable and documented expense (including reasonable and documented legal fees and expenses), as incurred, arising out of or in connection with such default by the Company or its transfer agent (if applicable) and (ii) pay to the Current Agent Cowen any commission, discount, or other compensation to which it would otherwise have been entitled absent such default.

Delivery of Shares. On or before each Settlement Date, the Company will, or will cause its transfer agent to, electronically transfer the Shares being sold in an Issuance by crediting the Current Agent’s Xxxxx’x or its designee’s account (provided the Current Agent Cowen shall have given the Company written notice of such ​ ​ designee prior to the Settlement Date) at The Depository Trust Company through its Deposit and Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the Company and the Current Agent parties hereto which in all cases shall be freely tradabletradeable, transferable, registered shares in good deliverable form. On each Settlement Date, the Current Agent Cowen will deliver the related Net Proceeds in same day funds to an account designated by the Company on, or prior to to, the Settlement Date. The Company agrees that if the Company, or its transfer agent (if applicable), defaults in its obligation to deliver Issuance duly authorized Shares on a Settlement Date in accordance with the terms of this Agreement(except if such default was caused by Cowen), the Company agrees that in addition to and in no way limiting the rights and obligations set forth in Section 11(a9(a) (Indemnification and Section 11(dContribution) hereofhereto, it will (i) hold the Current Agent Cowen harmless against any Loss (as hereinafter defined) loss, claim, damage, or expense (including reasonable and documented legal fees and expenses), as incurred, arising out of or in connection with such default by the Company or its transfer agent (if applicable) and (ii) pay to the Current Agent Cowen (without duplication) any commission, discount, or other compensation to which it would otherwise have been entitled absent such default.

Delivery of Shares. On or before each Settlement Date, the Company will, or will cause its transfer agent to, electronically transfer the Shares being sold in an Issuance by crediting the Current Agent’s XX Xxxxx’x or its designee’s account (provided the Current Agent XX Xxxxx shall have given the Company written notice of such designee at least one (1) Trading Day prior to the Settlement Date) at The Depository Trust Company through its Deposit and Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the Company and the Current Agent parties hereto, which in all cases shall be freely tradabletradeable, transferable, registered shares in good deliverable book entry form. On each Settlement Date, the Current Agent XX Xxxxx will deliver the related Net Proceeds in same day funds to an account designated by the Company on, or prior to to, the Settlement Date. The Company agrees that if the Company, or its transfer agent (if applicable), defaults in its obligation to deliver Issuance duly authorized Shares on a Settlement Date in accordance with the terms through no fault of this AgreementXX Xxxxx, the Company agrees that in addition to and in no way limiting the rights and obligations set forth in Section 11(a9(a) (Indemnification and Section 11(dContribution—Company Indemnification) hereofhereto, it will (i) hold the Current Agent XX Xxxxx harmless against any Loss (as hereinafter defined) loss, claim, damage, or reasonable and documented expense (including reasonable and documented legal fees and expenses), as incurred, arising out of or in connection with such default by the Company or its transfer agent (if applicable) and (ii) pay to the Current Agent XX Xxxxx (without duplication) any commission, discount, or other compensation to which it would otherwise have been entitled absent such default.

Delivery of Shares. On or before each Agency Settlement Date, the Company will, or will cause its transfer agent to, electronically transfer the Shares being sold in an Issuance the Agency Transaction by crediting the Current Designated Agent’s or its designee’s account (provided the Current Designated Agent shall have given the Company written notice of such designee a reasonable period of time prior to the Settlement Date) at The Depository Trust Company through its Deposit and Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the Company and the Current Agent parties hereto which in all cases shall be freely tradable, transferable, registered shares in good deliverable form. On each Agency Settlement Date, the Current Designated Agent will deliver the related Net Proceeds in same day funds to an account designated by the Company on, or prior to to, the Settlement Date. The Company agrees that if If the Company, or its transfer agent (if applicable), defaults in its obligation to deliver Issuance Shares on a Settlement Date in accordance with the terms of this AgreementDate, the Company agrees that in addition to and in no way limiting the rights and obligations set forth in Section 11(a10(a) and Section 11(d) hereofhereto, it will (i) hold the Current Designated Agent harmless against any Loss (as hereinafter defined) loss, claim, damage, or expense (including reasonable legal fees and expenses), as incurred, arising out of or in connection with such default by the Company or its transfer agent (if applicable) and (ii) pay to the Current Designated Agent (without duplication) any commission, discount, or other compensation to which it would otherwise have been entitled absent such default.

Delivery of Shares. On or before each Settlement Date, the Company will, or will cause its transfer agent to, electronically transfer the Shares being sold in an Issuance by crediting the Current Designated Agent’s or its designee’s account (provided that the Current Designated Agent shall have given the Company written notice of such designee and such designee’s account information at least one Trading Day prior to the Settlement Date) at The Depository Trust Company through its Deposit and Withdrawal at Custodian System (“DWAC”) or by such other means of delivery as may be mutually agreed upon by the Company and the Current Agent parties hereto which in all cases shall be freely tradable, transferable, registered shares in good deliverable form. On each Settlement Date, the Current Designated Agent will deliver the related Net Proceeds in same day funds to an account designated by the Company on, or prior to to, the Settlement Date. The Designated Agent will be responsible for providing DWAC instructions or instructions for delivery by other means with respect to the transfer of the Shares being sold. The Company agrees that if the Company, or its transfer agent (if applicable), defaults in its obligation to deliver Issuance Shares on a Settlement Date in accordance with through no fault of the terms of this AgreementDesignated Agent, the Company agrees that then in addition to and in no way limiting the rights and obligations set forth in Section 11(a) and Section 11(d) hereofhereto, it will (i) hold the Current Designated Agent harmless against any Loss (as hereinafter defined) loss, claim, damage, or reasonable, documented out-of-pocket expense (including reasonable and documented out-of-pocket legal fees and expenses), as incurred, arising out of or in connection with such default by the Company or its transfer agent (if applicable) and (ii) pay to the Current Designated Agent (without duplication) any commission, discount, or other compensation to which it would otherwise have been entitled absent such default.

Delivery of Shares. On or before each Settlement Date, the Company will, or will cause its transfer agent to, electronically transfer the Shares being sold in an Issuance by crediting the Current Sales Agent’s or its designee’s account (provided the Current such Sales Agent shall have given the Company written notice of such designee prior to the Settlement Date) at The Depository Trust Company through its Deposit and Withdrawal at Custodian System (“DWAC”) or by such other means of delivery as may be mutually agreed upon by the Company and the Current Agent parties hereto which in all cases shall be freely tradabletradeable, transferable, registered shares in good deliverable form. On each Settlement Date, the Current such Sales Agent will deliver the related Net Proceeds in same day funds to an account designated by the Company on, or prior to to, the Settlement Date. Such Sales Agent will be responsible for providing DWAC instructions or instructions for delivery by other means with regard to the transfer of the Shares being sold. The Company agrees that if the Company, or its transfer agent (if applicable), defaults in its obligation to deliver Issuance duly authorized Shares on a Settlement Date in accordance with the terms through no fault of this Agreementsuch Sales Agent, the Company agrees that then in addition to and in no way limiting the rights and obligations set forth in Section 11(a9(a) (Indemnification and Section 11(dContribution) hereofhereto, it will (i) hold the Current such Sales Agent harmless against any Loss (as hereinafter defined) loss, claim, damage, or reasonable and documented expense (including reasonable and documented legal fees and expenses), as incurred, arising out of or in connection with such default by the Company or its transfer agent (if applicable) and (ii) pay to the Current such Sales Agent (without duplication) any commission, discount, or other compensation to which it would otherwise have been entitled absent such default.

Delivery of Shares. On or before each Settlement Date, the Company will, or will cause its transfer agent to, electronically transfer the Shares being sold in an Issuance by crediting the Current Agent’s Xxxxx’x or its designee’s account (provided the Current Agent Cowen shall have given the Company written notice of such designee at least one Trading Day prior to the Settlement Date) at The Depository Trust Company through its Deposit and Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the Company and the Current Agent parties hereto which in all cases shall be freely tradabletradeable, transferable, registered shares in good deliverable form. On each Settlement Date, the Current Agent Cowen will deliver the related Net Proceeds in same day funds to an account designated by the Company on, or prior to to, the Settlement Date. The Company agrees that if the Company, or its transfer agent (if applicable), defaults in its obligation to deliver Issuance duly authorized Shares on a Settlement Date in accordance with the terms through no fault of this AgreementCowen, the Company agrees that in addition to and in no way limiting the rights and obligations set forth in Section 11(a9(a) (Indemnification and Section 11(dContribution— Company Indemnification) hereofhereto, it will (i) hold the Current Agent Cowen harmless against any Loss (as hereinafter defined) loss, claim, damage, or reasonable and documented expense (including reasonable and documented legal fees and expenses), as incurred, arising out of or in connection with such default by the Company or its transfer agent (if applicable) and (ii) pay to the Current Agent Cowen (without duplication) any commission, discount, or other compensation to which it would otherwise have been entitled absent such default.

Delivery of Shares. On or before each Settlement Date, the Company will, or will cause its transfer agent to, issue and electronically transfer the Shares being sold in an Issuance by crediting the Current AgentBTIG’s or its designee’s account (provided the Current Agent BTIG shall have given the Company written notice of such designee prior to the Settlement Date) account at The Depository Trust Company through its Deposit and Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the Company and the Current Agent Parties, which Shares in all cases shall be freely tradabletradeable, transferable, registered shares in good deliverable form. On each Settlement Date, the Current Agent BTIG will deliver the related Net Proceeds in same day funds to an account designated by the Company prior to the Settlement Date. The Company agrees that if the Company, or its transfer agent (if applicable)agent, defaults in its obligation to deliver Issuance Shares on a Settlement Date in accordance with the terms of this AgreementDate, the Company agrees that in addition to and in no way limiting the rights and obligations set forth in Section 11(a10(a) and Section 11(d) hereof(Indemnification by the Company), it the Company will (i) hold BTIG, its directors, officers, members, partners, employees and agents of BTIG and each person, if any, who (A) controls BTIG within the Current Agent meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act or (B) is controlled by or is under common control with BTIG (other than the Company and its subsidiaries) (a “BTIG Affiliate”), harmless against any Loss (as hereinafter defined) loss, claim, damage, or expense (including reasonable legal fees and expenses), as incurred, arising out of or in connection with such default by the Company or its transfer agent (if applicable) and (ii) pay to the Current Agent BTIG any commission, discount, commission or other compensation to which it would otherwise have been entitled absent such default.

Delivery of Shares. On or before each Settlement Date, the Company will, or will cause its transfer agent to, electronically transfer the Shares being sold in an Issuance by crediting the Current Agent’s Cxxxx’x or its designee’s account (provided the Current Agent Cowen shall have given the Company written notice of such designee at least two Trading Days prior to the Settlement Date) at The Depository Trust Company through its Deposit and Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the Company and the Current Agent parties hereto which in all cases shall be freely tradabletradeable, transferable, registered shares in good deliverable form. On each Settlement Date, the Current Agent Cowen will deliver the related Net Proceeds in same day funds to an account designated by the Company on, or prior to to, the Settlement Date. The Company agrees that if the Company, or its transfer agent (if applicable), defaults in its obligation to deliver Issuance duly authorized Shares on a Settlement Date in accordance with the terms through no fault of this AgreementCowen, the Company agrees that in addition to and in no way limiting the rights and obligations set forth in Section 11(a9(a) (Indemnification and Section 11(dContribution) hereofhereto, it will (i) hold the Current Agent Cowen harmless against any Loss (as hereinafter defined) loss, claim, damage, or reasonable and documented expense (including reasonable and documented legal fees and expenses), as incurred, arising out of or in connection with such default by the Company or its transfer agent (if applicable) and (ii) pay to the Current Agent Cowen (without duplication) any commission, discount, or other compensation to which it would otherwise have been entitled absent such default.

Delivery of Shares. On or before each Settlement Date, the Company will, or will cause its transfer agent to, electronically transfer the Shares being sold in an Issuance by crediting the Current Agent’s Xxxxx’x or its designee’s account (provided the Current Agent Cowen shall have given the Company written notice of such designee at least one Trading Day prior to the Settlement Date) at The Depository Trust Company through its Deposit and Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the Company and the Current Agent parties hereto which in all cases shall be freely tradabletradeable, transferable, registered shares in good deliverable book-entry form. On each Settlement Date, the Current Agent Cowen will deliver the related Net Proceeds in same day funds to an account designated by the Company on, or prior to to, the Settlement Date. The Company agrees that if the Company, or its transfer agent (if applicable), defaults in its obligation to deliver Issuance duly authorized Shares on a Settlement Date in accordance with the terms through no fault of this AgreementCowen, the Company agrees that in addition to and in no way limiting the rights and obligations set forth in Section 11(a9(a) (Indemnification and Section 11(dContribution) hereofhereto, it will (i) hold the Current Agent Cowen harmless against any Loss (as hereinafter defined) loss, claim, damage, or expense (including reasonable and documented legal fees and expenses), as incurred, arising out of or in connection with such default by the Company or its transfer agent (if applicable) and (ii) pay to the Current Agent Cowen any commission, discount, or other compensation to which it would otherwise have been entitled absent such default.

Delivery of Shares. On or before each Settlement Date, the Company will, or will cause its transfer agent to, electronically transfer the Shares being sold in an Issuance the Transaction by crediting the Current Agent’s or its designee’s account (provided the Current Agent shall have given the Company written notice of such designee a reasonable period of time prior to the Settlement Date) at The Depository Trust Company through its Deposit and Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the Company and the Current Agent parties hereto which in all cases shall be freely tradable, transferable, registered shares in good deliverable form. On each Settlement Date, the Current Agent will deliver the related Net Proceeds in same day funds to an account designated by the Company on, or prior to to, the Settlement Date. The Company agrees that if If the Company, or its transfer agent (if applicable), defaults in its obligation to deliver Issuance Shares on a Settlement Date in accordance with the terms of this AgreementDate, the Company agrees that in addition to and in no way limiting the rights and obligations set forth in Section 11(a10(a) and Section 11(d) hereofhereto, it will (i) hold the Current Agent harmless against any Loss (as hereinafter defined) loss, claim, damage, or expense (including reasonable legal fees and expenses), as incurred, arising out of or in connection with such default by the Company or its transfer agent (if applicable) and (ii) pay to the Current Agent (without duplication) any commission, discount, or other compensation to which it would otherwise have been entitled absent such default.

Delivery of Shares. On or before each Settlement Date, the Company will, or will cause its transfer agent to, electronically transfer the Shares being sold in an Issuance by crediting the Current Agent’s Xxxxx’x or its designee’s account (provided the Current Agent Cowen shall have given the Company written notice of such designee at least one Trading Day prior to the Settlement Date) at The Depository Trust Company through its Deposit and Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the Company and the Current Agent parties hereto which in all cases shall be freely tradabletradeable, transferable, registered shares in good deliverable form. On each Settlement Date, the Current Agent Cowen will deliver the related Net Proceeds in same day funds to an account designated by the Company on, or prior to to, the Settlement Date. The Company agrees that if the Company, or its transfer agent (if applicable), defaults in its obligation to deliver Issuance duly authorized Shares on a Settlement Date in accordance with the terms of this AgreementDate, the Company agrees that in addition to and in no way limiting the rights and obligations set forth in Section 11(a9(a) (Indemnification and Section 11(dContribution) hereofhereto, it will (i) hold the Current Agent Cowen harmless against any Loss (as hereinafter defined) loss, claim, damage, or expense (including reasonable and documented legal fees and expenses), as incurred, arising out of or in connection with such default by the Company or its transfer agent (if applicable) and (ii) pay to the Current Agent Cowen any commission, discount, or other compensation to which it would otherwise have been entitled absent such default.

Delivery of Shares. On or before each Settlement Date, concurrently with the receipt by the Company of the Net Proceeds due to the Company in respect of such Settlement Date, the Company will, or will cause its transfer agent to, electronically transfer the Shares being sold in an Issuance by crediting the Current Selling Agent’s or its designee’s account (provided the Current Selling Agent shall have given the Company written notice of such designee prior to the Settlement Date) at The Depository Trust Company (“DTC”) through its Deposit and Withdrawal at Custodian System (DWAC), or by such other means of delivery as may be mutually agreed upon by the Company and the Current Agent parties hereto, which in all cases shall be freely tradable, transferable, registered shares in good deliverable form. On each Settlement Date, the Current Selling Agent will deliver the related Net Proceeds in same day funds to an account designated by the Company prior to the Settlement DateCompany. The Company agrees that if If the Company, or its transfer agent (if applicable), defaults in its obligation to deliver Issuance Shares on a Settlement Date in accordance with the terms of this AgreementDate, the Company agrees that in addition to and in no way limiting the rights and obligations set forth in Section 11(a) and Section 11(d) hereof7 hereto, it the Company will (i) indemnify and hold the Current Agent Agents harmless against any Loss (as hereinafter defined) loss, claim, damage, or expense (including reasonable legal fees and expenses), as incurred, arising out of or in connection with such default by the Company or its transfer agent (if applicable) and (ii) pay to the Current Agent Agents any commission, discount, or other compensation commission to which it the Agents would otherwise have been entitled absent such default.

Delivery of Shares. On or before each Settlement Date, the Company will, or will cause its transfer agent to, electronically transfer the Shares being sold in an Issuance by crediting the Current Agent’s Xxxxx’x or its designee’s account (provided the Current Agent Cowen shall have given the Company written notice of such designee prior to the Settlement Date) at The Depository Trust Company through its Deposit and Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the Company and the Current Agent parties hereto which in all cases shall be freely tradabletradeable, transferable, registered shares in good deliverable form. On each Settlement Date, the Current Agent Cowen will deliver the related Net Proceeds in same day funds to an account designated by the Company on, or prior to to, the Settlement Date. The Company agrees that if the Company, or its transfer agent (if applicable), defaults in its obligation to deliver Issuance duly authorized Shares on a Settlement Date in accordance with the terms through no fault of this AgreementCowen, the Company agrees that in addition to and in no way limiting the rights and obligations set forth in Section 11(a9(a) (Indemnification and Section 11(dContribution) hereofhereto, it will (i) hold the Current Agent Cowen harmless against any Loss (as hereinafter defined) loss, claim, damage, or reasonable and documented expense (including reasonable and documented legal fees and expenses), as incurred, arising out of or in connection with such default by the Company or its transfer agent (if applicable) and (ii) pay to the Current Agent Cowen (without duplication) any commission, discount, or other compensation to which it would otherwise have been entitled absent such default.

Delivery of Shares. On or before each Settlement Date, the Company will, or will cause its transfer agent to, electronically transfer the Shares being sold in an Issuance by crediting the Current applicable Agent’s or its designee’s account (provided that the Current applicable Agent shall have given the Company written notice of such designee at least one Trading Day prior to the Settlement Date) at The Depository Trust Company through its Deposit and Withdrawal at Custodian System (“DWAC”) or by such other means of delivery as may be mutually agreed upon by the Company and the Current Agent parties hereto which in all cases shall be freely tradable, transferable, registered shares in good deliverable form. On each Settlement Date, the Current applicable Agent will deliver the related Net Proceeds in same day funds to an account designated by the Company on, or prior to to, the Settlement Date. The applicable Agent will be responsible for providing DWAC instructions or instructions for delivery by other means with respect to the transfer of the Shares being sold. The Company agrees that if the Company, or its transfer agent (if applicable), defaults in its obligation to deliver Issuance Shares on a Settlement Date in accordance with through no fault of the terms of this Agreementapplicable Agent, the Company agrees that then in addition to and in no way limiting the rights and obligations set forth in Section 11(a) and Section 11(d) hereofhereto, it will (i) hold the Current applicable Agent harmless against any Loss (as hereinafter defined) loss, claim, damage, or reasonable, documented expense (including reasonable and documented legal fees and expenses), as incurred, arising out of or in connection with such default by the Company or its transfer agent (if applicable) and (ii) pay to the Current applicable Agent (without duplication) any commission, discount, or other compensation to which it would otherwise have been entitled absent such default.

Delivery of Shares. On or before each Settlement Date, the Company will, or will cause its transfer agent to, electronically transfer the Shares being sold in an Issuance by crediting the Current Agent’s Xxxxx’x or its designee’s account (provided the Current Agent Cowen shall have given the Company written notice of such designee at least one Trading Day prior to the Settlement Date) at The Depository Trust Company through its Deposit and Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the Company and the Current Agent parties hereto which in all cases shall be freely tradabletradeable, transferable, registered shares in good deliverable form. On each Settlement Date, the Current Agent Cowen will deliver the related Net Proceeds in same day funds to an account designated by the Company on, or prior to to, the Settlement Date. The Company agrees that if the Company, or its transfer agent (if applicable), defaults in its obligation to deliver Issuance duly authorized Shares on a Settlement Date in accordance with the terms through no fault of this AgreementCowen, the Company agrees that in addition to and in no way limiting the rights and obligations set forth in Section 11(a‎9(a) (Indemnification and Section 11(dContribution— Company Indemnification) hereofhereto, it will (i) hold the Current Agent Cowen harmless against any Loss (as hereinafter defined) loss, claim, damage, or reasonable and documented expense (including reasonable and documented legal fees and expenses), as incurred, arising out of or in connection with such default by the Company or its transfer agent (if applicable) and (ii) pay to the Current Agent Cowen (without duplication) any commission, discount, or other compensation to which it would otherwise have been entitled absent such default.

Delivery of Shares. On or before each Settlement Date, the Company will, or will cause its transfer agent to, electronically transfer the Shares being sold in an Issuance by crediting the Current Agent’s Xxxxx’x or its designee’s account (provided the Current Agent Cowen shall have given the Company written notice of such designee prior to the Settlement Date) at The Depository Trust Company through its Deposit and Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the Company and the Current Agent parties hereto which in all cases shall be freely tradabletradeable, transferable, registered shares in good deliverable form. On each Settlement Date, the Current Agent Cowen will deliver the related Net Proceeds in same day funds to an account designated by the Company on, or prior to to, the Settlement Date. The Company agrees that if the Company, or its transfer agent (if applicable), defaults in its obligation to deliver Issuance duly authorized Shares on a Settlement Date in accordance with the terms of this Agreement(except if such default was caused by Cowen), the Company agrees that in addition to and in no way limiting the rights and obligations set forth in Section 11(a9(a) (Indemnification and Section 11(dContribution) hereofhereto, it will (i) hold the Current Agent Cowen harmless against any Loss (as hereinafter defined) loss, claim, damage, or expense (including reasonable and documented legal fees and expenses), as incurred, arising out of or in connection with such default by the Company or its transfer agent (if applicable) and (ii) pay to the Current Agent Cowen (without duplication) any commission, discount, or other compensation to which it would otherwise have been entitled absent such default.

Delivery of Shares. On or before each Settlement Date, the Company will, or will cause its transfer agent to, electronically transfer the Shares being sold in an Issuance by crediting the Current Agent’s Cxxxx’x or its designee’s account (provided the Current Agent Cowen shall have given the Company written notice of such designee at least one Trading Day prior to the Settlement Date) at The Depository Trust Company through its Deposit and Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the Company and the Current Agent parties hereto which in all cases shall be freely tradabletradeable, transferable, registered shares in good deliverable form. On each Settlement Date, the Current Agent Cowen will deliver the related Net Proceeds in same day funds to an account designated by the Company on, or prior to to, the Settlement Date. The Company agrees that if the Company, or its transfer agent (if applicable), defaults in its obligation to deliver Issuance duly authorized Shares on a Settlement Date in accordance with the terms through no fault of this AgreementCowen, the Company agrees that in addition to and in no way limiting the rights and obligations set forth in Section 11(a‎9(a) (Indemnification and Section 11(dContribution— Company Indemnification) hereofhereto, it will (i) hold the Current Agent Cowen harmless against any Loss (as hereinafter defined) loss, claim, damage, or reasonable and documented expense (including reasonable and documented legal fees and expenses), as incurred, arising out of or in connection with such default by the Company or its transfer agent (if applicable) and (ii) pay to the Current Agent Cowen (without duplication) any commission, discount, or other compensation to which it would otherwise have been entitled absent such default.

Delivery of Shares. On or before each Settlement Date, the Company will, or will cause its transfer agent to, electronically transfer the Shares being sold in an Issuance by crediting the Current Agent’s Xxxxx’x or its designee’s account (provided the Current Agent Cowen shall have given the Company written notice of such designee at least one (1) Trading Day prior to the Settlement Date) at The Depository Trust Company through its Deposit and Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the Company and the Current Agent parties hereto which in all cases shall be freely tradabletradeable, transferable, registered shares in good deliverable form. On each Settlement Date, the Current Agent Cowen will deliver the related Net Proceeds in same day funds to an account designated by the Company on, or prior to to, the Settlement Date. The Company agrees that if the Company, or its transfer agent (if applicable), defaults in its obligation to deliver Issuance duly authorized Shares on a Settlement Date in accordance with the terms of this AgreementDate, the Company agrees that in addition to and in no way limiting the rights and obligations set forth in Section 11(a9(a) (Indemnification and Section 11(dContribution) hereofhereto, it will (i) hold the Current Agent Cowen harmless against any Loss (as hereinafter defined) loss, claim, damage, or reasonable and documented expense (including reasonable legal fees and expenses), as incurred, arising out of or in connection with such default by the Company or its transfer agent (if applicable) and (ii) pay to the Current Agent Cowen (without duplication) any commission, discount, or other compensation to which it would otherwise have been entitled absent such default.

Delivery of Shares. On or before each Settlement Date, the Company will, or will cause its transfer agent to, electronically transfer the Shares being sold in an Issuance by crediting the Current Agent’s Cxxxx’x or its designee’s account (provided the Current Agent Cowen shall have given the Company written notice of such designee prior to the Settlement Date) at The Depository Trust Company through its Deposit and Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the Company and the Current Agent parties hereto which in all cases shall be freely tradabletradeable, transferable, registered shares in good deliverable form. On each Settlement Date, the Current Agent Cowen will deliver the related Net Proceeds in same day funds to an account designated by the Company on, or prior to to, the Settlement Date. The Company agrees that if the Company, or its transfer agent (if applicable), defaults in its obligation to deliver Issuance duly authorized Shares on a Settlement Date in accordance with the terms of this AgreementDate, the Company agrees that in addition to and in no way limiting the rights and obligations set forth in Section 11(a9(a) (Indemnification and Section 11(dContribution) hereofhereto, it will (i) hold the Current Agent Cowen harmless against any Loss (as hereinafter defined) loss, claim, damage, or reasonable and documented expense (including reasonable and documented legal fees and expenses), as incurred, arising out of or in connection with such default by the Company or its transfer agent (if applicable) and (ii) pay to the Current Agent Cowen (without duplication) any commission, discount, or other compensation to which it would otherwise have been entitled absent such default.

Delivery of Shares. On or before each Settlement Date, the Company will, or will cause its transfer agent to, electronically transfer the Shares being sold in an Issuance by crediting the Current Agent’s Xxxxx’x or its designee’s account (provided the Current Agent Cowen shall have given the Company written notice of such designee prior to the Settlement Date) at The Depository Trust Company through its Deposit and Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the Company and the Current Agent parties hereto which in all cases shall be freely tradabletradeable, transferable, registered shares in good deliverable form. On each Settlement Date, the Current Agent Cowen will deliver the related Net Proceeds in same day funds to an account designated by the Company on, or prior to to, the Settlement Date. The Company agrees that if the Company, or its transfer agent (if applicable), defaults in its obligation to deliver Issuance duly authorized Shares on a Settlement Date in accordance with the terms of this AgreementDate, the Company agrees that in addition to and in no way limiting the rights and obligations set forth in Section 11(a9(a) (Indemnification and Section 11(dContribution) hereofhereto, it will (i) hold the Current Agent Cowen harmless against any Loss (as hereinafter defined) loss, claim, damage, or reasonable and documented expense (including reasonable legal fees and expenses), as incurred, arising out of or in connection with such default by the Company or its transfer agent (if applicable) and (ii) pay to the Current Agent Cowen (without duplication) any commission, discount, or other compensation to which it would otherwise have been entitled absent such default.

Delivery of Shares. On or before each Settlement Date, the Company will, or will cause its transfer agent to, electronically transfer the Shares being sold in an Issuance by crediting the Current Agentapplicable Manager’s or its designee’s account (provided the Current Agent such Manager shall have given the Company written notice of such designee prior to the Settlement Date) at The Depository Trust Company (“DTC”) through its Deposit and Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the Company and the Current Agent such Manager which in all cases shall be freely tradable, transferable, registered transferable shares in good deliverable formeligible for delivery through DTC. On each Settlement Date, the Current Agent applicable Manager will deliver the related Net Proceeds in same day funds to an account designated by the Company on, or prior to to, the Settlement Date. The Company agrees that if the Company, or its transfer agent (if applicable), defaults in its obligation to deliver Issuance Shares on a Settlement Date in accordance with the terms of this AgreementDate, the Company agrees that in addition to and in no way limiting the rights and obligations set forth in Section 11(a7(a) and Section 11(d) hereofhereto, it will (i) indemnify and hold the Current Agent applicable Manager harmless against any Loss (as hereinafter defined) loss, liability, claim, damage, or expense whatsoever (including reasonable legal fees and expenses), as incurred, arising out of or in connection with such default by the Company or its transfer agent (if applicable) and (ii) pay to the Current Agent such Manager any commission, discount, or other compensation commission to which it would otherwise have been entitled absent such default. If any Manager breaches this Agreement by failing to deliver Net Proceeds to the Company on any Settlement Date for the Shares delivered by the Company, the Manager will pay the Company interest based on the effective overnight federal funds rate on such unpaid amount less any compensation due to such Manager.

Delivery of Shares. On or before each Settlement Date, the Company will, or will cause its transfer agent to, electronically transfer the Placement Shares being sold in an Issuance by crediting the Current Agent’s account or its designee’s account (provided that the Current Agent shall have given the Company written notice of such designee at least one Trading Day prior to the Settlement Date) at The CDS Clearing and Depository Trust Company Services Inc. through its Deposit and Withdrawal at Custodian System CDSX system or by such other means of delivery as may be mutually agreed upon by the Company and the Current Agent parties hereto and, upon receipt of such Placement Shares, which in all cases shall be freely tradable, transferable, registered tradeable and transferable shares in good deliverable form. On , the Agent will, on each Settlement Date, the Current Agent will deliver the related Net Proceeds in same day funds to an account designated by the Company prior to the Settlement Date. The If the Company agrees that if the Company, or its transfer agent (if applicable), defaults in its obligation to deliver Issuance Placement Shares on a Settlement Date in accordance with the terms of this AgreementDate, the Company agrees that in addition to and in no way limiting the rights and obligations set forth in Section 11(a) and Section 11(d) hereof12 hereto, it will (i) hold the Current Agent harmless against any Loss (as hereinafter defined) loss, claim, damage, or expense (including reasonable legal fees and expenses), as incurred, arising out of or in connection with such default by the Company or its transfer agent (if applicable) and (ii) pay to the Current Agent any commission, discount, or other compensation to which it would otherwise have been entitled absent such default. If the Company defaults in its obligation to deliver Placement Shares on a Settlement Date, the Company agrees that in addition to and in no way limiting the rights and obligations set forth in Section 12 hereto, it will (i) hold the Agent harmless against any loss, claim, damage, or expense (including reasonable legal fees and expenses), as incurred, arising out of or in connection with such default by the Company and (ii) pay to the Agent any commission, discount, or other compensation to which it would otherwise have been entitled absent such default.

Delivery of Shares. On or before each Settlement Date, the Company will, or will cause its transfer agent to, electronically transfer the Shares being sold in an Issuance by crediting the Current Agent’s Xxxxx’x or its designee’s account (provided the Current Agent Cowen shall have given the Company written notice of such designee at least two Trading Days prior to the Settlement Date) at The Depository Trust Company through its Deposit and Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the Company and the Current Agent parties hereto which in all cases shall be freely tradabletradeable, transferable, registered shares in good deliverable form. On each Settlement Date, the Current Agent Cowen will deliver the related Net Proceeds in same day funds to an account designated by the Company on, or prior to to, the Settlement Date. The Company agrees that if the Company, or its transfer agent (if applicable), defaults in its obligation to deliver Issuance duly authorized Shares on a Settlement Date in accordance with the terms through no fault of this AgreementCowen, the Company agrees that in addition to and in no way limiting the rights and obligations set forth in Section 11(a9(a) (Indemnification and Section 11(dContribution) hereofhereto, it will (i) hold the Current Agent Cowen harmless against any Loss (as hereinafter defined) loss, claim, damage, or reasonable and documented expense (including reasonable and documented legal fees and expenses), as incurred, arising out of or in connection with such default by the Company or its transfer agent (if applicable) and (ii) pay to the Current Agent Cowen (without duplication) any commission, discount, or other compensation to which it would otherwise have been entitled absent such default.

Delivery of Shares. On or before each Settlement Date, the Company will, or will cause its transfer agent to, issue and electronically transfer the Shares being sold in an Issuance by crediting the Current Agent’s or its designee’s account (provided the Current Agent shall have given the Company written notice of such designee prior to the Settlement Date) account at The Depository Trust Company through its Deposit and Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the Company and the Current Agent Parties, which Shares in all cases shall be freely tradabletradeable, transferable, registered shares in good deliverable form. On each Settlement Date, the Current Agent will deliver the related Net Proceeds in same day funds to an account designated by the Company prior to the Settlement Date. The Company agrees that if the Company, or its transfer agent (if applicable)agent, defaults in its obligation to deliver Issuance Shares on a Settlement Date in accordance with pursuant to the terms of this any Agency Transaction or Terms Agreement, the Company agrees that in addition to and in no way limiting the rights and obligations set forth in Section 11(a10(a) and Section 11(d) hereof(Indemnification by the Company), it the Company will (i) hold Agent, its directors, officers, members, partners, employees and agents of Agent and each person, if any, who (A) controls Agent within the Current meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act or (B) is controlled by or is under common control with Agent (other than the Company and its subsidiaries), harmless against any Loss (as hereinafter defined) loss, claim, damage, or expense (including reasonable legal fees and expenses), as incurred, arising out of or in connection with such default by the Company or its transfer agent (if applicable) and (ii) pay to the Current Agent any commission, discount, commission or other compensation (including the value of any market price discounts in any applicable Principal Transaction) to which it would otherwise have been entitled absent such default.

Delivery of Shares. On or before each Settlement Date, the Company will, or will cause its transfer agent to, issue and electronically transfer the Shares being sold in an Issuance by crediting the Current Agent’s or its designee’s account (provided the Current Agent shall have given the Company written notice of such designee prior to the Settlement Date) account at The Depository Trust Company through its Deposit and Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the Company and the Current Agent Parties, which Shares in all cases shall be freely tradabletradeable, transferable, registered shares in good deliverable form. On each Settlement Date, the Current Agent will deliver the related Net Proceeds in same day funds to an account designated by the Company prior to the Settlement Date. The Company agrees that if the Company, or its transfer agent (if applicable)agent, defaults in its obligation to deliver Issuance Shares on a Settlement Date in accordance with pursuant to the terms of this any Agency Transaction or Terms Agreement, the Company agrees that in addition to and in no way limiting the rights and obligations set forth in Section 11(a) 10 (Indemnification and Section 11(d) hereofContribution), it the Company will (i) hold the Current Agent and its successors or assigns harmless against any Loss (as hereinafter defined) loss, claim, damage, or expense (including reasonable legal fees and expenses), as incurred, arising out of or in connection with such default by the Company or its transfer agent (if applicable) and (ii) pay to the Current Agent any commission, discount, discount or other compensation to which it would otherwise have been entitled absent such default.