Common use of Indemnification and Contribution by the Placement Agent Clause in Contracts

Indemnification and Contribution by the Placement Agent. (i) The Placement Agent shall indemnify and defend the Company, the Manager, and their respective affiliates, directors, officers, employees, agents, consultants, attorneys, accountants and other representatives (each a “Company Indemnified Person”) and shall hold each Company Indemnified Person harmless, to the fullest extent permitted by law, from and against any and all claims, liabilities, losses, damages and expenses (including reasonable attorney’s fees and costs), as they are incurred, in connection with the Offering, resulting from the indemnifying party’s negligence, bad faith or willful misconduct in connection with the Offering, any violation by the indemnifying party (not caused by a Company Indemnified Person) of Federal or state securities laws in connection with the Offering, or any breach by the indemnifying party of this Agreement.