Common use of Indemnification and Warranties Clause in Contracts

Indemnification and Warranties. a. The Company agrees to indemnify Consultant and hold it harmless against any losses, claims, damages or liabilities arising out of, in connection with, orrelating in any manner, directly or indirectly, to a breach of this Agreement or the performance of the Services hereunder, unless it is finally determined by a court of competent jurisdiction that such losses, claims, damages or liabilities arose out of the gross negligence of Consultant, or any violation of applicable law by Consultant, including any misrepresentation of a material fact contained in information furnished in writing by Consultant. The Consultant agrees to indemnify the Company and hold it harmless against any losses, claims, damages or liabilities arising out of, in connection with, or relating in any manner, directly or indirectly, to a breach of this Agreement or the performance of the Services hereunder, unless it is finally determined by a court of competent jurisdiction that such losses, claims, damages or liabilities arose out of the gross negligence of Company, or any violation of applicable law by the Company, including any misrepresentation of a material fact contained in information furnished in writing by the Company. b. The Company and Consultant agrees that if any indemnification sought pursuant to the preceding paragraph is finally judicially determined to be unavailable, then the Company and Consultant shall contribute to the losses, claims, liabilities, damages and expenses for which such indemnification or reimbursement is held unavailable in such proportion as is appropriate to reflect the relative fault of the Company, on the one hand, and Consultant, on the other, in connection with this Agreement. c. The Company represents and warrants that it is not a party to any consulting or financial advisory agreements of any kind that may conflict with this Consulting Agreement. The Company at the request of Consultant will offer confirmation, in writing, to that effect. d. Consultant represents and warrants that the Services performed hereunder shall at all times be in compliance with all applicable state and federal laws and regulations, including, but not limited to, securities law and regulations. e. Consultant has no liability to the Company for any acts or omissions in the performance of services except for act or omissions that are due to the gross negligence of Consultant.

Indemnification and Warranties. a. The Company agrees to indemnify Consultant PYR and hold it harmless against any losses, claims, damages or liabilities arising out of, in connection with, orrelating or relating in any manner, directly or indirectly, to a breach of this Agreement or the performance of the Services hereunder, unless it is finally determined by a court of competent jurisdiction that such losses, claims, damages or liabilities arose out of the gross negligence of ConsultantPYR, or any violation of applicable law by ConsultantPYR, including any misrepresentation of a material fact contained in information furnished in writing by Consultant. The Consultant PYR. b. PYR agrees to indemnify the The Company and hold it harmless against any losses, claims, damages or liabilities arising out of, in connection with, or relating in any manner, directly or indirectly, to a breach of this Agreement or the performance of the Services hereunder, unless it is finally determined by a court of competent jurisdiction that such losses, claims, damages or liabilities arose out of the gross negligence of The Company, or any violation of applicable law by the The Company, including any misrepresentation of a material fact contained in information furnished in writing by the The Company. b. c. The Company and Consultant PYR agrees that if any indemnification sought pursuant to the preceding paragraph paragraphs is finally judicially determined to be unavailable, then the Company and Consultant PYR shall contribute to the losses, claims, liabilities, damages and expenses for which such indemnification or reimbursement is held unavailable in such proportion as is appropriate to reflect the relative fault of the Company, on the one hand, and ConsultantPYR, on the other, in connection with this Agreement, subject to the limitation that in any event PYR’s contribution to all losses, claims, liabilities, damages and expenses with respect to which contribution is available hereunder shall not exceed the amount of the cash fees actually received by PYR hereunder. c. d. The Company represents and warrants that it is not a party to any consulting or financial advisory agreements of any kind that may conflict with this Consulting Agreement. The Company at the request of Consultant PYR will offer confirmation, in writing, to that effect. d. Consultant e. PYR represents and warrants that the Services performed hereunder shall at all times be in compliance with all applicable state and federal laws and regulations, including, but not limited to, securities law laws and regulations. e. Consultant f. PYR has no liability to the Company for any acts or omissions in the performance of services except for act or omissions that are due to the gross negligence of ConsultantPYR.