Common use of Indemnification and Expense Reimbursement Clause in Contracts

Indemnification and Expense Reimbursement. The Investor acknowledges and agrees that if the Parent Termination Fee shall become payable and the Guarantors (as defined in the Limited Guarantee) shall become liable for any portion of the Guaranteed Obligations (as defined in the Limited Guarantee) solely as a result of the Investor’s failure to fund the Equity Financing in accordance with the terms of this letter agreement, then the Investor shall indemnify the Guarantors for the amounts such Guarantors shall have paid in connection with the Limited Guarantee and the Parent Termination Fee. Parent acknowledges and agrees that if (i) the Company Termination Fee shall become payable and the proceeds thereof shall have been received by Parent and (ii) at the time of Parent’s receipt of the Company Termination Fee neither the Investor nor any of its affiliates is in breach of any of its obligations under this letter agreement or any definitive agreement related hereto, then Parent shall reimburse documented out-of-pocket expenses incurred by the Investor and its affiliates in connection with the transactions contemplated hereby and in the Merger Agreement up to US$ 300,000.