Common use of Indemnification and Advancement Clause in Contracts

Indemnification and Advancement. (a) The Company hereby agrees to hold harmless and indemnify the Investors, the Investors’ direct and indirect subsidiaries, Affiliated Entities and corporations, and each of their partners, officers, directors, employees, stockholders, agents, and representatives (collectively, referred to as the “Investor Indemnitees”) against any and all expenses (including attorneys’ fees), damages, judgments, fines, amounts paid in settlements, or any other amounts that an Investor Indemnitee incurs as a result of any claim or claims made against it in connection with any threatened, pending or completed action, suit, arbitration, investigation or other proceeding arising out of, or relating to the Investors’ actions in connection with any transaction undertaken in connection with this Agreement; provided, however, that no Investor Indemnitee shall be entitled to be held harmless or indemnified by the Company for acts, conduct or omissions as to which there has been a final adjudication that such Investor Indemnitee engaged in intentional misconduct or in knowing and culpable violation of the law.

Indemnification and Advancement. (a) The Company hereby agrees to hold harmless and indemnify the Investors, the Investors’ ' direct and indirect subsidiaries, Affiliated Entities affiliated entities and corporations, and each of their partners, officers, directors, employees, stockholders, agents, and representatives (collectively, referred to as the “"Investor Indemnitees”") against any and all expenses (including attorneys’ ' fees), damages, judgments, fines, amounts paid in settlements, or any other amounts that an Investor Indemnitee incurs as a result of any claim or claims made against it in connection with any threatened, pending or completed action, suit, arbitration, investigation or other proceeding arising out of, or relating to the Investors’ ' actions in connection with any transaction undertaken in connection with this Agreementthe purchase by the Investors of the Series A Stock and Warrants pursuant to the Purchase Agreement (a "Financing-Based Claim"); provided, however, that no Investor Indemnitee shall be entitled to be held harmless or indemnified by the Company for acts, conduct or omissions as to which there has been a final adjudication that such Investor Indemnitee engaged in intentional misconduct or in knowing and culpable violation of the law.

Indemnification and Advancement. (a) The Company hereby agrees to hold harmless and indemnify the Investors, the Investors’ direct and indirect subsidiaries, Affiliated Entities affiliated entities and corporations, and each of their partners, members, officers, directors, employees, stockholders, agents, and representatives (collectively, referred to as the “Investor Indemnitees”) against any and all expenses (including attorneys’ fees), damages, judgments, fines, amounts paid in settlements, or any other amounts that an Investor Indemnitee incurs as a result of any claim or claims made against it in connection with any threatened, pending or completed action, suit, arbitration, investigation or other proceeding arising out of, or relating to the Investors’ actions in connection with any transaction undertaken in connection with this Agreementthe purchase by the Investors of the Company’s Preferred Stock (a “Financing-Based Claim”); provided, however, that no Investor Indemnitee shall be entitled to be held harmless or indemnified by the Company for acts, conduct or omissions as to which there has been a final adjudication that such Investor Indemnitee engaged in intentional misconduct or in knowing and culpable violation of the law.

Indemnification and Advancement. (a) The Company hereby agrees to hold harmless and indemnify the Investors, the Investors’ ' direct and indirect subsidiaries, Affiliated Entities affiliated entities and corporations, and each of their partners, officers, directors, employees, stockholders, agents, and representatives (collectively, referred to as the “"Investor Indemnitees”") against any and all expenses (including attorneys’ ' fees), damages, judgments, fines, amounts paid in settlements, or any other amounts that an a Investor Indemnitee incurs as a result of any claim or claims made against it in connection with any threatened, pending or completed action, suit, arbitration, investigation or other proceeding arising out of, or relating to the Investors’ ' actions in connection with any transaction undertaken in connection with this Agreement; provided, however, that no Investor Indemnitee shall be entitled to be held harmless or indemnified by the Company for acts, conduct or omissions as to which there has been a final adjudication that such Investor Indemnitee engaged in intentional misconduct or in knowing and culpable violation of the law.

Indemnification and Advancement. (a) The Company hereby agrees to indemnify and hold harmless and indemnify the Investors, the Investors’ ' direct and indirect subsidiaries, Affiliated Entities affiliated entities and corporations, and each of their partners, officers, directors, employees, stockholders, agents, and representatives (collectively, referred to as the “Investor "Purchaser Indemnitees”") against any and all expenses (including attorneys’ ' fees), damages, judgments, fines, amounts paid in settlements, or any other amounts that an Investor a Purchaser Indemnitee incurs as a result of any claim or claims made against it in connection with any threatened, pending or completed action, suit, arbitration, investigation or other proceeding arising out of, or relating to the Investors’ actions in connection with any transaction undertaken in connection with this Agreementpurchase by the Investors of the Company's Series C Preferred Stock of Series D Preferred Stock (a "Financing-Based Claim"); provided, however, that no Investor Purchaser Indemnitee shall be entitled to be held harmless or indemnified by the Company for acts, conduct or omissions as to which there has been a final adjudication that such Investor Purchaser Indemnitee engaged in intentional misconduct gross negligence or in knowing and culpable violation of the lawwillful misconduct.

Indemnification and Advancement. (a) The Company hereby agrees to hold harmless and indemnify the Investors, the Investors’ ' direct and indirect subsidiaries, Affiliated Entities affiliated entities and corporations, and each of their partners, officers, directors, employees, stockholders, agents, and representatives (collectively, referred to as the “"Investor Indemnitees”") against any and all expenses (including attorneys’ ' fees), damages, judgments, fines, amounts paid in settlements, or any other amounts that an Investor Indemnitee incurs as a result of any claim or claims made against it in connection with any threatened, pending or completed action, suit, arbitration, investigation or other proceeding arising out of, or relating to the Investors’ ' actions in connection with any transaction undertaken in connection with this AgreementAgreement and the Related Agreements executed simultaneously herewith; provided, however, that no Investor Indemnitee shall be entitled to be held harmless or indemnified by the Company for acts, conduct or omissions as to which there has been a final adjudication that such Investor Indemnitee engaged in intentional misconduct or in knowing and culpable violation of the law.

Indemnification and Advancement. (a) The Company hereby agrees to hold harmless and indemnify the Investors, the Investors’ direct and indirect subsidiaries, Affiliated Entities affiliated entities and corporations, and each of their partners, members, officers, directors, employees, stockholders, agents, and representatives (collectively, referred to as the “Investor Indemnitees”) against any and all expenses (including attorneys’ fees), damages, judgments, fines, amounts paid in settlements, or any other amounts that an Investor Indemnitee incurs as a result of any claim or claims made against it in connection with any threatened, pending or completed action, suit, arbitration, investigation or other proceeding arising out of, or relating to the Investors’ actions in connection with any transaction undertaken in connection with this Agreementthe purchase by the Investors of the Company’s Series E Preferred Stock (a “Financing-Based Claim”); provided, however, that no Investor Indemnitee shall be entitled to be held harmless or indemnified by the Company for acts, conduct or omissions as to which there has been a final adjudication that such Investor Indemnitee engaged in intentional misconduct or in knowing and culpable violation of the law.