Common use of Holders’ Indemnification Clause in Contracts

Holders’ Indemnification. By accepting this Warrant, each Holder for whom Warrant Shares are to be registered pursuant to this Section 11 agrees to indemnify and hold harmless the Company, its officers, directors, employees and each person, if any, who controls the Company within the meaning of the Act, against any losses, claims, damages or liabilities, joint or several, arising out of or based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such Warrant Shares were registered under the Act, in any prospectus contained therein or in any amendment or supplement thereto, or arising out of or based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, that in each such case has been made in or omitted from such registration statement, said prospectus or said amendment or supplement in reliance upon and in conformity with written information furnished to the Company by such Holder. Company shall be limited to an amount equal to the proceeds received by such Holder upon the sale of the Warrant Shares pursuant to such registration statement. If any action or claim shall be brought or asserted against the Company or its directors or officers (or any such controlling person) in respect of which indemnity may be sought against a Holder, such Holder shall have the rights and duties given to the Company and the Company shall, and its officers and directors (and such controlling person) shall have, the rights and duties given to such Holder by Section 11.6 hereof.

Holders’ Indemnification. By accepting In the event of any registration of a Qualified Holder's Underlying Shares under this WarrantAgreement, each such Qualified Holder for whom Warrant Shares are to be registered pursuant to this Section 11 agrees to will indemnify and hold harmless the Company, its officers, directors, employees Company (and each person, if any, person who controls the Company within the meaning of the Securities Act, ) against any losses, claims, damages damages, or liabilitiesliabilities (and actions in respect thereof), joint or several, arising to which the Company or such controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such Warrant Shares securities were registered under the Securities Act, in any preliminary prospectus or final prospectus contained therein therein, or in any amendment or supplement thereto, or arising arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; and such Qualified Holder will reimburse the Company or such controlling person for any legal and any other expenses reasonably incurred by the Company or such controlling person in connection with investigating or defending such loss, claim, damage, liability, or action; PROVIDED, HOWEVER, that such Qualified Holder will not be liable in each any such case has been except to the extent that any such loss, claim, damage liability, or action arises out of or is based upon an untrue statement or alleged untrue statement, or 21 WARRANT omission or alleged omission, made in or omitted from such said registration statement, said prospectus preliminary prospectus, said prospectus, or said amendment or supplement in reliance upon and in conformity with written information furnished to the Company through an instrument duly executed by such Holder. Company shall be limited to an amount equal to Qualified Holder specifically for use in the proceeds received by such Holder upon the sale of the Warrant Shares pursuant to such registration statement. If any action or claim shall be brought or asserted against the Company or its directors or officers (or any such controlling person) in respect of which indemnity may be sought against a Holder, such Holder shall have the rights and duties given to the Company and the Company shall, and its officers and directors (and such controlling person) shall have, the rights and duties given to such Holder by Section 11.6 hereofpreparation thereof.

Holders’ Indemnification. By accepting this WarrantEach Holder will, each Holder for whom if Shares or Warrant Shares held by such Holder are to be registered included in the Registration Statement being effected pursuant to this Section 11 agrees to hereto, indemnify and hold harmless the Company, each of its directors and officers, directors, employees and each person, if any, person who controls the Company within the meaning of the 1933 Act, and each other such Holder, each of its officers, directors and constituent partners and each person controlling such other Holder, against any all claims, losses, claims, damages and liabilities (or liabilities, joint or several, actions in respect thereof) arising out of or based upon (i) any untrue statement (or alleged untrue statement statement) of any a material fact contained in any registration statement under which such Warrant Shares were registered under the Act, in any prospectus contained therein Registration Statement or in any amendment or supplement theretorelated prospectus, or arising out of or based upon the any omission (or alleged omission omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, that or (ii) the failure by the Holder to deliver a Final Prospectus to any person as required by any rule or regulation promulgated under the 1933 Act, and will reimburse the Company, such other Holders, such directors, officers, partners, persons, underwriters or control persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such case has been untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in the Registration Statement or omitted from such registration statement, said prospectus or said amendment or supplement in reliance upon and in conformity with written information furnished to the Company by such Holder. Company shall Holder and stated to be limited to an amount equal to specifically for use in connection with the proceeds received by such Holder upon the sale offering of the Company; provided, however, that each Holder's liability under this Section 7(b) shall not exceed such Holder's proceeds from the offering of his Shares and\or Warrant Shares pursuant to made in connection with such registration statement. If any action or claim shall be brought or asserted against the Company or its directors or officers (or any such controlling person) in respect of which indemnity may be sought against a Holder, such Holder shall have the rights and duties given to the Company and the Company shall, and its officers and directors (and such controlling person) shall have, the rights and duties given to such Holder by Section 11.6 hereofRegistration.

Holders’ Indemnification. By accepting this WarrantIn connection with any Registration Statement in which the Holder is participating, each Holder for whom Warrant Shares are to be registered pursuant to this Section 11 agrees to indemnify and indemnify, hold harmless and defend, to the Companysame extent and in the same manner set forth in Section 5.1(d)(i), Compu-XXXX, each of its directors, each of its officers who signs the Registration Statement, its officersemployees, directors, employees agents and each person, if any, who controls Compu-XXXX within the Company meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and any other stockholder selling securities pursuant to the Registration Statement or any of its directors or officers or any person who controls such stockholder within the meaning of the ActSecurities Act or the Exchange Act (collectively and together with an Indemnified Person, an "Indemnified Party"), against any lossesClaim to which any of them may become subject, claimsunder the Securities Act, damages the Exchange Act or liabilitiesotherwise, joint or several, arising insofar as such Claim arises out of or is based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such Warrant Shares were registered under the ActViolation, in any prospectus contained therein or in any amendment or supplement thereto, or arising out of or based upon each case to the omission or alleged omission extent (and only to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, extent) that in each such case has been made in or omitted from such registration statement, said prospectus or said amendment or supplement Violation occurs in reliance upon and in conformity with written information furnished to Compu- XXXX by such Holder expressly for use in connection with such Registration Statement, and subject to Section 5.1(d)(iii), such Holder will reimburse any legal or other expenses (promptly as such expenses are incurred and are due and payable) reasonably incurred by them in connection with investigating or defending any such Claim; provided, however, that the Company indemnity agreement contained in this Section 5.1(d)(ii) shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of such Holder, which consent shall not be unreasonably withheld. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified Party and shall survive the transfer of the Registrable Securities by such Holder. Company shall be limited to an amount equal to the proceeds received by such Holder upon the sale of the Warrant Shares pursuant to such registration statement. If any action or claim shall be brought or asserted against the Company or its directors or officers (or any such controlling person) in respect of which indemnity may be sought against a Holder, such Holder shall have the rights and duties given to the Company and the Company shall, and its officers and directors (and such controlling person) shall have, the rights and duties given to such Holder by Section 11.6 hereof.

Holders’ Indemnification. By accepting In the event of any registration of a Qualified Holder's Underlying Shares under this WarrantAgreement, each such Qualified Holder for whom Warrant Shares are to be registered pursuant to this Section 11 agrees to will indemnify and hold harmless the Company, its officers, directors, employees Company (and each person, if any, person who controls the Company within the meaning of the Securities Act, ) against any losses, claims, damages damages, or liabilitiesliabilities (and actions in respect thereof), joint or several, arising to which the Company or such controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such Warrant Shares securities were registered under the Securities Act, in any preliminary prospectus or final prospectus contained therein therein, or in any amendment or supplement thereto, or arising arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, that in each ; and such case has been made in or omitted from such registration statement, said prospectus or said amendment or supplement in reliance upon and in conformity with written information furnished to the Company by such Holder. Company shall be limited to an amount equal to the proceeds received by such Qualified Holder upon the sale of the Warrant Shares pursuant to such registration statement. If any action or claim shall be brought or asserted against will reimburse the Company or its directors such controlling person for any legal and any other expenses reasonably incurred by the Company or officers (such controlling person in connection with investigating or defending such loss, claim, damage, liability, or action; PROVIDED, HOWEVER, that such Qualified Holder will not be liable in any such controlling person) in respect of which indemnity may be sought against a Holder, such Holder shall have the rights and duties given case except to the Company and the Company shallextent that any such loss, and its officers and directors (and such controlling person) shall haveclaim, the rights and duties given to such Holder by Section 11.6 hereof.damage liability, or action arises out of or is based upon an untrue statement or alleged untrue statement, or

Holders’ Indemnification. By accepting It shall be a condition of the Company's obligation under this Warrant, Section 3 to effect any registration under the Securities Act that there shall have been delivered to the Company an agreement or agreements duly executed by each Holder for whom Warrant Shares are to be registered pursuant to this Section 11 so registered, whereby such Holder agrees to indemnify and hold harmless the Company, its officers, directors, employees each other person referred to in Section 11(a) or Section 15 of the Securities Act in respect of such registration statement and each other person, if any, who which controls the Company within the meaning of the Act, Securities Act against any losses, claims, damages or liabilities, joint or several, arising to which the Company or its controlling person may become subject under the Securities Act or otherwise, in so far as such losses, claims, damages or liabilities (or proceedings in respect thereof): (a) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained contained, on the effective date thereof: (i) in any registration statement under which such Warrant Shares were registered under the Securities Act, (ii) in any preliminary prospectus or final prospectus contained therein, or (iii) in any amendment or supplement thereto, or (b) arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; and will reimburse the Company and each such controlling person for any legal or any other expenses incurred by the Company or such controlling person in connection with investigating or defending any such loss, claim, damage, liability or proceeding, PROVIDED, HOWEVER, that such Holder shall be liable to the Company only to the extent that such losses, claims, damages or liabilities (or proceeding in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained, on the effective date thereof, in any registration statement under which such Warrant Shares were registered under the Securities Act, in any preliminary prospectus or final prospectus contained therein or in any amendment or supplement thereto, or arising arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, that which, in each such case case, has been made in or omitted from such registration statement, said preliminary or final prospectus or said amendment or supplement in reliance upon upon, and in conformity with with, written information furnished to the Company by an instrument duly executed by such HolderHolder specifically for use in the preparation thereof. The Company shall be limited entitled to an amount equal receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the proceeds received same extent as provided above, with respect to information with respect to such persons so furnished in writing by such Holder upon the sale of the Warrant Shares pursuant to such persons specifically for inclusion in any prospectus or registration statement. If any action or claim shall be brought or asserted against the Company or its directors or officers (or any such controlling person) in respect of which indemnity may be sought against a Holder, such Holder shall have the rights and duties given to the Company and the Company shall, and its officers and directors (and such controlling person) shall have, the rights and duties given to such Holder by Section 11.6 hereof.

Holders’ Indemnification. By accepting this WarrantIn connection with any registration statement in which a Holder is participating, each such Holder will furnish to the Corporation in writing such information as shall reasonably be requested by the Corporation for whom Warrant Shares are use in any such registration statement or prospectus and shall severally, but not jointly, indemnify, to be registered pursuant to this Section 11 agrees to indemnify and hold harmless the Companyextent permitted by law, the Corporation, its directors, officers, directors, employees and agents, each personunderwriter and each Person, if any, who controls the Company Corporation or such underwriter within the meaning of the ActSecurities Act (collectively, the "Indemnitees"), against any losses, claims, damages damages, liabilities and expenses (under the Securities Act, at common law or liabilities, joint otherwise) caused by or several, arising out of or based upon resulting from any untrue statement or alleged untrue statement of any a material fact contained in any registration statement under which such Warrant Shares were registered filed by the Corporation under the Securities Act, in or any prospectus contained or preliminary prospectus included therein (in each case as amended or in any amendment or supplement theretosupplemented), or arising out of or based upon the caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that in each such case has been made in untrue statement of a material fact is contained in, or such material fact is omitted from such registration statementfrom, said prospectus or said amendment or supplement in reliance upon and in conformity with written information furnished in writing by such Holder for use therein, and such Holder shall reimburse the Indemnitees for any legal and any other expenses reasonably incurred in connection with investigating or defending, settling or satisfying any such loss, claim, damage, liability or expense. Notwithstanding anything herein to the Company by such contrary, a Holder. Company 's obligation to indemnify the Indemnitees shall be limited to an the amount equal to the proceeds received by of money such Holder upon received in connection with the sale of the Warrant Shares pursuant to Registrable Securities under such registration statement. If any action or claim shall be brought or asserted against the Company or its directors or officers (or any such controlling person) in respect of which indemnity may be sought against a Holder, such Holder shall have the rights and duties given to the Company and the Company shall, and its officers and directors (and such controlling person) shall have, the rights and duties given to such Holder by Section 11.6 hereof.