Common use of In consideration of Buyer Clause in Contracts

In consideration of Buyer. s execution and delivery of this Agreement and acquiring the Shares thereunder, and in addition to all of the Company’s other obligations under the Agreement, the Company shall defend, protect, indemnify and hold harmless Buyer from and against any and all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and expenses in connection therewith (irrespective of whether Buyer is a party to the action for which indemnification hereunder is sought), and including reasonable attorneys’ fees and disbursements (the “Indemnified Liabilities”), incurred by Buyer as a result of, or arising out of or relating to (a) any misrepresentation or breach of any representation or warranty made by the Company in the Agreement or any other certificate, instrument or document contemplated hereby, (b) any breach of any covenant, agreement or obligation of the Company contained in this Agreement or any other certificate, instrument or document contemplated hereby, (c) any cause of action, suit or claim brought or made against Buyer and arising out of or resulting from the execution, delivery, performance or enforcement of the Agreement in accordance with the terms hereof or any other certificate, instrument or document contemplated hereby, or (d) any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of the issuance of the Shares. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law.

In consideration of Buyer. s execution and delivery of this Agreement the Transaction Documents and acquiring the Shares thereunder, Securities thereunder and in addition to all of the Company’s 's other obligations under the AgreementTransaction Documents, the Company shall defend, protect, indemnify and hold harmless the Buyer and each other holder of the Securities and all of their stockholders, officers, directors, employees and direct or indirect investors and any of the foregoing person's agents or other representatives (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the "Indemnitees") from and against any and all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and expenses in connection therewith (irrespective of whether Buyer any such Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable attorneys’ ' fees and disbursements (the “"Indemnified Liabilities”"), incurred by Buyer any Indemnitee as a result of, or arising out of of, or relating to (a) any misrepresentation or breach of any representation or warranty made by the Company in the Agreement Transaction Documents or any other certificate, instrument or document contemplated herebyhereby or thereby, (b) any breach of any covenant, agreement or obligation of the Company contained in this Agreement the Transaction Documents or any other certificate, instrument or document contemplated herebyhereby or thereby, (c) any cause of action, suit or claim brought or made against Buyer such Indemnitee and arising out of or resulting from the execution, delivery, performance or enforcement of the Agreement in accordance with the terms hereof Transaction Documents or any other certificate, instrument or document contemplated herebyhereby or thereby, or (d) any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of the issuance of the SharesSecurities or (e) the status of such Buyer or holder of the Securities as an investor in the Company. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that which is permissible under applicable law.

In consideration of Buyer. s execution and delivery of this Agreement the Transaction Documents and acquiring the Shares thereunder, Securities thereunder and in addition to all of the Company’s 's other obligations under the AgreementTransaction Documents and the Certificate of Designations, the Company shall defend, protect, indemnify and hold harmless Buyer and each other holder of the Securities and all of their stockholders, officers, partners, members, directors, employees and direct or indirect investors and any of the foregoing persons' agents or other representatives (including, but not limited to, those retained in connection with the transactions contemplated by this Agreement) (collectively, the "INDEMNITEES") from and against any and all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and expenses in connection therewith (irrespective of whether Buyer any such Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable attorneys’ ' fees and disbursements (the “Indemnified Liabilities”"INDEMNIFIED LIABILITIES"), incurred by Buyer any Indemnitee as a result of, or arising out of of, or relating to (ai) any misrepresentation or breach of any representation or warranty made by the Company in the Agreement Transaction Documents or any other certificate, instrument or document contemplated herebyhereby or thereby, (bii) any breach of any covenant, agreement or obligation of the Company contained in this Agreement the Transaction Documents or any other certificate, instrument or document contemplated herebyhereby or thereby, (ciii) any cause of action, suit or claim brought or made against Buyer such Indemnitee and arising out of or resulting from the execution, delivery, delivery or performance or enforcement of the Agreement in accordance with the terms hereof Transaction Documents or any other certificate, instrument or document contemplated herebyhereby or thereby, or (div) any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of the issuance of the SharesSecurities. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that which is permissible under applicable law. Except as otherwise set forth herein, the mechanics and procedures with respect to the rights and obligations under this Section 11 shall be the same as those set forth in Sections 6(a) and (d) of the Registration Rights Agreement, including, but not limited to, those procedures with respect to the settlement of claims and the Company's rights to assume the defense of claims.

In consideration of Buyer. s execution and delivery of this Agreement and acquiring the Shares thereunder, and in addition to all of the Company’s 's other obligations under the Agreement, the Company shall defend, protect, indemnify and hold harmless Buyer from and against any and all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and expenses in connection therewith (irrespective of whether Buyer is a party to the action for which indemnification hereunder is sought), and including reasonable attorneys’ ' fees and disbursements (the “"Indemnified Liabilities”"), incurred by Buyer as a result of, of or arising out of or relating to (a) any misrepresentation or breach of any representation or warranty made by the Company in the Agreement or any other certificate, instrument or document contemplated hereby, (b) any breach of any covenant, agreement or obligation of the Company contained in this Agreement or any other certificate, instrument or document contemplated hereby, (c) any cause of action, suit or claim brought or made against Buyer and arising out of or resulting from the execution, delivery, performance or enforcement of the Agreement in accordance with the terms hereof or any other certificate, instrument or document contemplated hereby, or (d) any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of the issuance of the Shares. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law.