Common use of Indemnification by Company Clause in Contracts

Indemnification by Company. To the fullest extent permitted by law, the Company will, and hereby does, indemnify, hold harmless and defend the Holder and any agents or representatives thereof, and each Person, if any, who controls the Holder within the meaning of the 1933 Act or the Securities Exchange Act of 1934, as amended (the "1934 Act") (each, an "Indemnified Person"), against any losses, claims, damages, liabilities, judgments, fines, penalties, charges, costs, attorneys' fees, amounts paid in settlement or expenses, joint or several (collectively, "Claims"), incurred in investigating, preparing or defending any action, claim, suit, inquiry, proceeding, investigation or appeal taken from the foregoing by or before any court or governmental, administrative or other regulatory agency, body or the SEC, whether pending or threatened, whether or not the Indemnified Person is or may be a party thereto ("Indemnified Damages"), to which the Indemnified Person may become subject insofar as such Claims (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon: (i) any untrue statement or alleged untrue statement of a material fact in the Registration Statement or any post-effective amendment thereto or in any filing made in connection with the qualification of the offering under the securities or other "blue sky" laws of any jurisdiction in which Registrable Securities are offered, or the omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which the statements therein were made, not misleading, (ii) any untrue statement or alleged untrue statement of a material fact contained in the final prospectus (as amended or supplemented, if the Company files any amendment thereof or supplement thereto with the SEC) or the omission or alleged omission to state therein any material fact necessary to make the statements made therein, in light of the circumstances under which the statements therein were made, not misleading, or (iii) any violation or alleged violation by the Company of the 1933 Act, the 1934 Act, any other law, including, without limitation, any state securities law, or any rule or regulation thereunder relating to the offer or sale of the Registrable Securities pursuant to the Registration Statement (the matters in the foregoing clauses (i) through (iii) being, collectively, "Violations"). Subject to the restrictions set forth in Section 6(c) with respect to the number of legal counsel, the Company shall reimburse the Indemnified Person, promptly as such expenses are incurred and are due and payable, for any reasonable legal fees or other reasonable expenses incurred by him, her or it in connection with investigating or defending any such Claim. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section 6(a): (A) shall not apply to a Claim arising out of or based upon a Violation which occurs in reliance upon and in conformity with information furnished in writing to the Company by any Indemnified Person expressly for use in connection with the preparation of the Registration Statement or any such amendment thereof or supplement thereto; (B) shall not be available to the extent such Claim is based on (I) a failure of the Holder to deliver or to cause to be delivered the prospectus made available by the Company or (II) the Indemnified Person's use of an incorrect prospectus despite being promptly advised in advance by the Company in writing not to use such incorrect prospectus; and (C) shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of the Company, which consent shall not be unreasonably withheld. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Person and shall survive the resale of the Registrable Securities by the Holder pursuant to the Registration Statement.

Indemnification by Company. To the fullest extent permitted by law, the Company will, and hereby does, indemnify, hold harmless and defend each Investor, the Holder and any agents or directors, officers, members, partners, employees, agents, representatives thereofof, and each Person, if any, who controls the Holder any Investor within the meaning of the 1933 Securities Act or the Securities Exchange Act of 1934, as amended (the "1934 Act") (each, an "“Indemnified Person"”), against any losses, claims, damages, liabilities, judgments, fines, penalties, charges, costs, reasonable attorneys' ’ fees, amounts paid in settlement or expenses, joint or several several, (collectively, "“Claims"), ”) incurred in investigating, preparing or defending any action, claim, suit, inquiry, proceeding, investigation or appeal taken from the foregoing by or before any court or governmental, administrative or other regulatory agency, body or the SEC, whether pending or threatened, whether or not the Indemnified Person an indemnified party is or may be a party thereto ("“Indemnified Damages"”), to which the Indemnified Person any of them may become subject insofar as such Claims (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon: (i) any untrue statement or alleged untrue statement of a material fact in the a Registration Statement or any post-effective amendment thereto or in any filing made in connection with the qualification of the offering under the securities or other "“blue sky" ” laws of any jurisdiction in which Registrable Securities are offeredoffered (“Blue Sky Filing”), or the omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which the statements therein were made, not misleading, (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus if used prior to the effective date of such Registration Statement, or contained in the final prospectus (as amended or supplemented, if the Company files any amendment thereof or supplement thereto with the SEC) or the omission or alleged omission to state therein any material fact necessary to make the statements made therein, in the light of the circumstances under which the statements therein were made, not misleading, or (iii) any violation or alleged violation by the Company of the 1933 Securities Act, the 1934 Exchange Act, the Canadian Securities Laws, any other law, including, without limitation, any state securities law, or any rule or regulation thereunder relating to the offer or sale of the Registrable Securities pursuant to the a Registration Statement or (iv) any violation of this Agreement (the matters in the foregoing clauses (i) through (iiiiv) being, collectively, "“Violations"”). Subject to the restrictions set forth in Section 6(c) with respect to the number of legal counsel6.3, the Company shall reimburse the Indemnified PersonPersons, promptly as such expenses Indemnified Damages are incurred and are due and payable, for any reasonable legal fees or other reasonable expenses incurred by him, her or it them in connection with investigating or defending any such Claim. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section 6(a): 6.1: (Ai) shall not apply to a Claim by an Indemnified Person arising out of or based upon a Violation which occurs in reliance upon and in strict conformity with information furnished in writing to the Company by any such Indemnified Person expressly for use in connection with the preparation of the Registration Statement or any such amendment thereof or supplement thereto; (B) shall not be available to the extent , if such Claim is based on (I) a failure of the Holder to deliver or to cause to be delivered the prospectus was timely made available by the Company or (II) the to such Indemnified Person's use of an incorrect prospectus despite being promptly advised in advance by the Company in writing not Person pursuant to use such incorrect prospectusSection 3.3; and (Cii) shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of the Company, which consent shall not be unreasonably withheldwithheld or delayed. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Person and shall survive the resale transfer of the Registrable Securities by the Holder Investors pursuant to the Registration StatementArticle 9.

Indemnification by Company. To the fullest extent permitted by law, the Company will, and hereby does, indemnify, hold harmless and defend the Holder Holders and any agents or representatives thereof, and each Person, if any, who controls the Holder Holders within the meaning of the 1933 Act or the Securities Exchange Act of 1934, as amended (the "1934 Act") (each, an "Indemnified Person"), against any losses, claims, damages, liabilities, judgments, fines, penalties, charges, costs, attorneys' fees, amounts paid in settlement or expenses, joint or several (collectively, "Claims"), incurred in investigating, preparing or defending any action, claim, suit, inquiry, proceeding, investigation or appeal taken from the foregoing by or before any court or governmental, administrative or other regulatory agency, body or the SEC, whether pending or threatened, whether or not the Indemnified Person is or may be a party thereto ("Indemnified Damages"), to which the Indemnified Person may become subject insofar as such Claims (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon: (i) any untrue statement or alleged untrue statement of a material fact in the Registration Statement or any post-effective amendment thereto or in any filing made in connection with the qualification of the offering under the securities or other "blue sky" laws of any jurisdiction in which Registrable Securities are offered, or the omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which the statements therein were made, not misleading, (ii) any untrue statement or alleged untrue statement of a material fact contained in the final prospectus (as amended or supplemented, if the Company files any amendment thereof or supplement thereto with the SEC) or the omission or alleged omission to state therein any material fact necessary to make the statements made therein, in light of the circumstances under which the statements therein were made, not misleading, or (iii) any violation or alleged violation by the Company of the 1933 Act, the 1934 Act, any other law, including, without limitation, any state securities law, or any rule or regulation thereunder relating to the offer or sale of the Registrable Securities pursuant to the Registration Statement (the matters in the foregoing clauses (i) through (iii) being, collectively, "Violations"). Subject to the restrictions set forth in Section 6(c) with respect to the number of legal counsel, the Company shall reimburse the Indemnified Person, promptly as such expenses are incurred and are due and payable, for any reasonable legal fees or other reasonable expenses incurred by him, her or it in connection with investigating or defending any such Claim. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section 6(a): (A) shall not apply to a Claim arising out of or based upon a Violation which occurs in reliance upon and in conformity with information furnished in writing to the Company by any Indemnified Person expressly for use in connection with the preparation of the Registration Statement or any such amendment thereof or supplement thereto; (B) shall not be available to the extent such Claim is based on (I) a failure of the Holder Holders to deliver or to cause to be delivered the prospectus made available by the Company or (II) the Indemnified Person's use of an incorrect prospectus despite being promptly advised in advance by the Company in writing not to use such incorrect prospectus; and (C) shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of the Company, which consent shall not be unreasonably withheld. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Person and shall survive the resale of the Registrable Securities by the Holder Holders pursuant to the Registration Statement.

Indemnification by Company. To the fullest extent permitted by law, the The Company will, agrees to indemnify and hereby does, indemnify, hold harmless and defend the Holder and any agents or representatives thereof, each Underwriter and each Personperson, if any, who controls the Holder any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the Securities Exchange Act of 1934, as amended 1934 (the "1934 Exchange Act") (each, an "Indemnified Person"), against any losses, claims, damages, damages or liabilities, judgments, fines, penalties, charges, costs, attorneys' fees, amounts paid in settlement or expenses, joint or several (collectively, "Claims"), incurred in investigating, preparing or defending any action, claim, suit, inquiry, proceeding, investigation or appeal taken from the foregoing by or before any court or governmental, administrative or other regulatory agency, body or the SEC, whether pending or threatened, whether or not the Indemnified Person is or may be a party thereto ("Indemnified Damages")several, to which the Indemnified Person such Underwriter or such controlling person may become subject under the Act, the Exchange Act or otherwise, insofar as such Claims losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon: : (ia) any untrue statement or alleged untrue statement made by the Company in Section 2 of this Agreement; (b) any untrue statement or alleged untrue statement of a any material fact contained in (i) the Registration Statement or any post-effective amendment thereto or any Preliminary Prospectus or the Prospectus or any amendment or supplement thereto, or (ii) any application or other document, or any amendment or supplement thereto, executed by the Company and based upon written information furnished by or on behalf of the Company filed in any filing made jurisdiction in connection with order to qualify the qualification of the offering Shares under the securities or other blue sky laws thereof or filed with the Commission or any securities association or securities exchange (each an "blue sky" laws of any jurisdiction in which Registrable Securities are offered, or Application"); or (c) the omission or alleged omission to state in the Registration Statement or any amendment thereto, any Preliminary Prospectus or the Prospectus or any amendment or supplement thereto, or any Application a material fact required to be stated therein or necessary to make the statements therein, therein not misleading in light of the circumstances under in which the statements therein were they are made, and will reimburse, as incurred, each Underwriter and each such controlling person for any legal or other expenses reasonably incurred by such Underwriter or such controlling person in connection with investigating, defending against or appearing as a third-party witness in connection with any such loss, claim, damage, liability or action; provided, however, that the Company will not misleadingbe liable in any such case to the extent that any such loss, (ii) claim, damage or liability arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the final prospectus (as amended or supplemented, if the Company files any amendment thereof or supplement thereto with the SEC) or the omission or alleged omission to state therein made in such registration statement or any material fact necessary to make the statements made therein, in light of the circumstances under which the statements therein were made, not misleading, or (iii) any violation or alleged violation by the Company of the 1933 Act, the 1934 Actamendment thereto, any other law, including, without limitation, Preliminary Prospectus or the Prospectus or any state securities lawamendment or supplement thereto, or any rule or regulation thereunder relating to the offer or sale of the Registrable Securities pursuant to the Registration Statement (the matters in the foregoing clauses (i) through (iii) being, collectively, "Violations"). Subject to the restrictions set forth in Section 6(c) with respect to the number of legal counsel, the Company shall reimburse the Indemnified Person, promptly as such expenses are incurred and are due and payable, for any reasonable legal fees or other reasonable expenses incurred by him, her or it in connection with investigating or defending any such Claim. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section 6(a): (A) shall not apply to a Claim arising out of or based upon a Violation which occurs Application in reliance upon and in conformity with written information furnished in writing to the Company by any Indemnified Person expressly Underwriter through the Representative specifically for use in connection with therein; and provided further that the preparation of the Registration Statement Company will not be liable to any Underwriter or any person controlling such Underwriter with respect to any such untrue statement or omission made in any Preliminary Prospectus that is corrected in the Prospectus (or any amendment thereof or supplement thereto; ) if the person asserting any such loss, claim, damage or liability purchased Shares from such Underwriter but was not sent or given a copy of the Prospectus (B) shall not be available as amended or supplemented), other than the documents incorporated by reference therein at or prior to the extent such Claim is based on (I) a failure written confirmation of the Holder sale of such Shares to such person in any case where such delivery of the Prospectus (as amended or supplemented) is required by the Act, unless failure to deliver the Prospectus (as amended or to cause to be delivered the prospectus made available supplemented) was a result of noncompliance by the Company or (II) the Indemnified Person's use with Section 5.5 of an incorrect prospectus despite being promptly advised this Agreement. This indemnity agreement will be in advance by addition to any liability which the Company in writing not to use such incorrect prospectus; and (C) shall not apply to amounts paid in settlement of any Claim if such settlement is effected may otherwise have. The Company will not, without the prior written consent each Underwriter settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action, suit or proceeding in respect of of which indemnification may be sought hereunder (whether or not such Underwriter or any person who controls such Underwriter within the meaning of Section 15 of the Company, which consent shall not be unreasonably withheld. Such indemnity shall remain in full force and effect regardless of any investigation made by Act or on behalf Section 20 of the Indemnified Person Exchange Act is a party to such claim, action, suit or proceeding), unless such settlement, compromise or consent includes an unconditional release of such Underwriter and shall survive the resale of the Registrable Securities by the Holder pursuant to the Registration Statementeach such controlling person from all liability arising out if such claim, action, suit or proceeding.

Indemnification by Company. To The Company agrees to indemnify the fullest extent permitted by lawAdministrative Agent, the Company will, each Joint Lead Arranger and hereby does, indemnify, hold harmless and defend the Holder and any agents or representatives thereofeach Lender, and each PersonRelated Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all Liabilities and related expenses (including without limitation, the reasonable and documented out-of-pocket fees, disbursements and other charges of a single primary counsel for the Indemnitees and, if anyreasonably necessary, who controls the Holder within the meaning a single local counsel in each relevant material jurisdiction, unless there exists a perceived or actual conflict of the 1933 Act or the Securities Exchange Act of 1934, interest among Indemnitees (as amended (the "1934 Act") (each, an "Indemnified Person"reasonably determined by such Indemnitee), in which case such expenses shall include the reasonable and documented out-of-pocket fees and disbursements of one additional counsel in each relevant material jurisdiction and, if reasonably necessary, of one regulatory counsel, to each group of similarly affected Indemnitees) incurred by any Indemnitee or asserted against any losses, claims, damages, liabilities, judgments, fines, penalties, charges, costs, attorneys' fees, amounts paid in settlement or expenses, joint or several (collectively, "Claims"), incurred in investigating, preparing or defending any action, claim, suit, inquiry, proceeding, investigation or appeal taken from the foregoing by or before any court or governmental, administrative or other regulatory agency, body or the SEC, whether pending or threatened, whether or not the Indemnified Person is or may be a party thereto ("Indemnified Damages"), to which the Indemnified Person may become subject insofar as such Claims (or actions or proceedings, whether commenced or threatenedIndemnitee arising out of, in respect thereof) arise out connection with, or as a result of or are based upon: (i) any untrue statement the execution or alleged untrue statement delivery of a material fact in the Registration Statement this Agreement or any post-effective amendment thereto agreement or in any filing made in connection with instrument contemplated hereby, the qualification performance by the parties hereto of their respective obligations hereunder or the consummation of the offering under the securities Transactions or any other "blue sky" laws of any jurisdiction in which Registrable Securities are offered, or the omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which the statements therein were made, not misleadingtransactions contemplated hereby, (ii) any untrue statement Loan or the use or intended use of the proceeds therefrom, (iii) the enforcement of this Agreement, (iv) any actual or alleged untrue statement presence or release of a material fact contained in the final prospectus (as amended Hazardous Materials on or supplemented, if from any property owned or operated by the Company files or any amendment thereof of its Subsidiaries, or supplement thereto with any Environmental Liability related in any way to the SEC) Company or the omission or alleged omission to state therein any material fact necessary to make the statements made therein, in light of the circumstances under which the statements therein were made, not misleadingits Subsidiaries, or (iiiv) any violation actual or alleged violation prospective Proceeding relating to any of the foregoing, whether or not such Proceeding is brought by the Company of the 1933 Actor its equity holders, the 1934 ActAffiliates, creditors or any other lawthird Person and whether based on contract, including, without limitation, any state securities law, tort or any rule or regulation thereunder relating to the offer or sale other theory and regardless of the Registrable Securities pursuant to the Registration Statement (the matters in the foregoing clauses (i) through (iii) being, collectively, "Violations"). Subject to the restrictions set forth in Section 6(c) with respect to the number of legal counsel, the Company shall reimburse the Indemnified Person, promptly as such expenses are incurred and are due and payable, for whether any reasonable legal fees or other reasonable expenses incurred by him, her or it in connection with investigating or defending any such Claim. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section 6(a): (A) shall not apply to Indemnitee is a Claim arising out of or based upon a Violation which occurs in reliance upon and in conformity with information furnished in writing to the Company by any Indemnified Person expressly for use in connection with the preparation of the Registration Statement or any such amendment thereof or supplement party thereto; (B) provided that such indemnity shall not not, as to any Indemnitee, be available to the extent that such Claim is based on Liabilities or related expenses (Ix) are determined by a failure court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence, bad faith or willful misconduct of such Indemnitee or (y) result from a claim not involving an act or omission of the Holder to deliver Company and that is brought against by an Indemnitee against another Indemnitee (other than against the Administrative Agent, the Syndication Agent, or to cause to be delivered the prospectus made available by the Company or (II) the Indemnified Person's use of an incorrect prospectus despite being promptly advised any Joint Lead Arranger in advance by the Company in writing not to use such incorrect prospectus; and (Ctheir capacities as such). This Section 9.03(c) shall not apply with respect to amounts paid in settlement of Taxes other than any Claim if such settlement is effected without the prior written consent of the CompanyTaxes that represent losses, which consent shall not be unreasonably withheld. Such indemnity shall remain in full force and effect regardless of claims or damages arising from any investigation made by or on behalf of the Indemnified Person and shall survive the resale of the Registrable Securities by the Holder pursuant to the Registration Statementnon-Tax claim.

Indemnification by Company. To The Company agrees to indemnify the fullest extent permitted by lawAdministrative Agent, the Company will, each Joint Lead Arranger and hereby does, indemnify, hold harmless and defend the Holder and any agents or representatives thereofeach Lender, and each PersonRelated Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all Liabilities and related expenses (including without limitation, the reasonable and documented out-of-pocket fees, disbursements and other charges of a single primary counsel for the Indemnitees and, if anyreasonably necessary, who controls the Holder within the meaning a single local counsel in each relevant material jurisdiction, unless there exists a perceived or actual conflict of the 1933 Act or the Securities Exchange Act of 1934, interest among Indemnitees (as amended (the "1934 Act") (each, an "Indemnified Person"reasonably determined by such Indemnitee), in which case such expenses shall include the reasonable and documented out-of-pocket fees and disbursements of one additional counsel in each relevant material jurisdiction and, if reasonably necessary, of one regulatory counsel, to each group of similarly affected Indemnitees) incurred by any Indemnitee or asserted against any losses, claims, damages, liabilities, judgments, fines, penalties, charges, costs, attorneys' fees, amounts paid in settlement or expenses, joint or several (collectively, "Claims"), incurred in investigating, preparing or defending any action, claim, suit, inquiry, proceeding, investigation or appeal taken from the foregoing by or before any court or governmental, administrative or other regulatory agency, body or the SEC, whether pending or threatened, whether or not the Indemnified Person is or may be a party thereto ("Indemnified Damages"), to which the Indemnified Person may become subject insofar as such Claims (or actions or proceedings, whether commenced or threatenedIndemnitee arising out of, in respect thereof) arise out connection with, or as a result of or are based upon: (i) any untrue statement the execution or alleged untrue statement delivery of a material fact in the Registration Statement this Agreement or any post-effective amendment thereto agreement or in any filing made in connection with instrument contemplated hereby, the qualification performance by the parties hereto of their respective obligations hereunder or the consummation of the offering under the securities Transactions or any other "blue sky" laws of any jurisdiction in which Registrable Securities are offered, or the omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which the statements therein were made, not misleadingtransactions contemplated hereby, (ii) any untrue statement Loan or the use or intended use of the proceeds therefrom, (iii) the enforcement of this Agreement, (iv) any actual or alleged untrue statement presence or release of a material fact contained in the final prospectus (as amended Hazardous Materials on or supplemented, if from any property owned or operated by the Company files or any amendment thereof of its Subsidiaries, or supplement thereto with any Environmental Liability related in any way to the SEC) Company or the omission or alleged omission to state therein any material fact necessary to make the statements made therein, in light of the circumstances under which the statements therein were made, not misleadingits Subsidiaries, or (iiiv) any violation actual or alleged violation prospective Proceeding relating to any of the foregoing, whether or not such Proceeding is brought by the Company of the 1933 Actor its equity holders, the 1934 ActAffiliates, creditors or any other lawthird Person and whether based on contract, including, without limitation, any state securities law, tort or any rule or regulation thereunder relating to the offer or sale other theory and regardless of the Registrable Securities pursuant to the Registration Statement (the matters in the foregoing clauses (i) through (iii) being, collectively, "Violations"). Subject to the restrictions set forth in Section 6(c) with respect to the number of legal counsel, the Company shall reimburse the Indemnified Person, promptly as such expenses are incurred and are due and payable, for whether any reasonable legal fees or other reasonable expenses incurred by him, her or it in connection with investigating or defending any such Claim. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section 6(a): (A) shall not apply to Indemnitee is a Claim arising out of or based upon a Violation which occurs in reliance upon and in conformity with information furnished in writing to the Company by any Indemnified Person expressly for use in connection with the preparation of the Registration Statement or any such amendment thereof or supplement party thereto; (B) provided that such indemnity shall not not, as to any Indemnitee, be available to the extent that such Claim is based on Liabilities or related expenses (Ix) are determined by a failure court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence, bad faith or willful misconduct of such Indemnitee or (y) result from a claim not involving an act or omission of the Holder to deliver Company and that is brought against by an Indemnitee against another Indemnitee (other than against the Administrative Agent, the Syndication Agent, or to cause to be delivered the prospectus made available by the Company or (II) the Indemnified Person's use of an incorrect prospectus despite being promptly advised any Joint Lead Arranger in advance by the Company in writing not to use such incorrect prospectus; and (Ctheir capacities as such). This Section 9.03(c) shall not apply with respect to amounts paid in settlement of Taxes other than any Claim if such settlement is effected without the prior written consent of the CompanyTaxes that represent losses, which consent shall not be unreasonably withheldclaims or damages arising from any non-Tax claim. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Person and shall survive the resale of the Registrable Securities by the Holder pursuant to the Registration Statement.​

Indemnification by Company. In the event any Securities are included in a Registration Statement under this Agreement: (i) To the fullest extent permitted by law, the Company will, and hereby does, indemnify, hold harmless and defend each Investor who holds such Securities, the Holder and any agents or directors, officers, partners, employees, agents, representatives thereofof, and each Personperson, if any, who controls the Holder any Investor within the meaning of the 1933 Act or the Securities Exchange 1934 Act of 1934, as amended (the "1934 Act") (each, an "Indemnified Person"), against any losses, claims, damages, liabilities, judgments, fines, penalties, charges, costs, attorneys' fees, amounts paid in settlement or expenses, joint or several several, (collectively, "Claims"), ) incurred in investigating, preparing or defending any action, claim, suit, inquiry, proceeding, investigation or appeal taken from the foregoing by or before any court or governmental, administrative or other regulatory agency, body or the SEC, whether pending or threatened, whether or not the Indemnified Person is or may be a party thereto threatened ("Indemnified Damages"), to which the Indemnified Person any of them may become subject insofar as such Claims (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon: (iA) any untrue statement or alleged untrue statement of a material fact in the Registration Statement or any post-effective amendment thereto or in any filing made in connection with the qualification of the offering under the securities or other "blue sky" laws of any jurisdiction in which Registrable Securities are offeredoffered ("Blue Sky Filing"), or the omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which the statements therein were made, not misleading, (iiB) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus if used prior to the effective date of such Registration Statement, or contained in the final prospectus (as amended or supplemented, if the Company files any amendment thereof or supplement thereto with the SEC) or the omission or alleged omission to state therein any material fact necessary to make the statements made therein, in light of the circumstances under which the statements therein were made, not misleading, or (iiiC) any violation or alleged violation by the Company of the 1933 Act, the 1934 Act, any other law, including, without limitation, any state securities law, or any rule or regulation thereunder relating to the offer or sale of the Registrable Securities pursuant to the Registration Statement or (D) any material violation of this Agreement (the matters in the foregoing clauses (iA) through (iiiD) being, collectively, "Violations"). Subject to the restrictions set forth in Section 6(c. (ii) with respect to the number of legal counsel, the The Company shall reimburse the Indemnified PersonPersons, promptly as such expenses are incurred and are due and payable, for any reasonable legal fees or other reasonable expenses incurred by him, her or it them in connection with investigating or defending any such Claim. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section 6(a): 5(A)(i) (A) shall not apply to a Claim by an Indemnified Person arising out of or based upon a Violation which occurs in reliance upon and in conformity with information furnished in writing to the Company by any such Indemnified Person expressly for use in connection with the preparation of the Registration Statement or any such amendment thereof or supplement thereto, if such prospectus was timely made available by the Company; (Bii) shall not be available to the extent such Claim is based on (I) a failure of the Holder Investor to deliver or to cause to be delivered the prospectus or any amendment or supplement thereto made available by the Company or (II) the Indemnified Person's use of an incorrect prospectus despite being promptly advised in advance by the Company in writing not to use such incorrect prospectusCompany; and (Ciii) shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of the Company, which consent shall not be unreasonably withheld. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Person and shall survive the resale transfer of the Registrable Securities by the Holder pursuant to the Registration StatementInvestors in compliance with this Agreement and applicable law.

Indemnification by Company. To The Company shall indemnify the fullest extent permitted by law, the Company will, and hereby does, indemnify, hold harmless and defend the Holder Administrative Agent (and any agents or representatives sub-agent thereof), each Lender and the Several L/C Agent, and each Person, if any, who controls the Holder within the meaning Related Party of any of the 1933 Act or the Securities Exchange Act of 1934foregoing Persons (each such Person being called an “Indemnitee”) against, as amended (the "1934 Act") (eachand hold each Indemnitee harmless from, an "Indemnified Person"), against any and all losses, claims, damages, liabilitiesliabilities and related expenses (including, judgmentswithout limitation, fines, penalties, charges, costs, attorneys' the reasonable and documented out-of-pocket fees, amounts paid disbursements and other charges of a single primary counsel for the Indemnitees and, if reasonably necessary, a single local counsel in settlement each relevant material jurisdiction, unless there exists a perceived or expenses, joint or several actual conflict of interest among Indemnitees (collectively, "Claims"as reasonably determined by such Indemnitee), incurred in investigatingwhich case such expenses shall include the reasonable and documented out-of-pocket fees and disbursements of one additional counsel in each relevant material jurisdiction and, preparing or defending any actionif reasonably necessary, claim, suit, inquiry, proceeding, investigation or appeal taken from the foregoing by or before any court or governmental, administrative or other of one regulatory agency, body or the SEC, whether pending or threatened, whether or not the Indemnified Person is or may be a party thereto ("Indemnified Damages")counsel, to which each group of similarly affected Indemnitees) incurred by any Indemnitee or asserted against any Indemnitee by any Person (including the Indemnified Person may become subject insofar as such Claims (Company or actions or proceedings, whether commenced or threatenedany other Loan Party) arising out of, in respect thereof) arise out connection with, or as a result of or are based upon: (i) the execution or delivery of this Agreement, any untrue statement other Loan Document or alleged untrue statement of a material fact any agreement or instrument contemplated hereby or thereby (including, without limitation, the Indemnitee’s reliance on any communication executed using an Electronic Signature, or in the Registration Statement form of an Electronic Record the performance by the parties hereto of their respective obligations hereunder or any post-effective amendment thereto or in any filing made in connection with the qualification of the offering under the securities or other "blue sky" laws of any jurisdiction in which Registrable Securities are offeredthereunder, or the omission consummation of the transactions contemplated hereby or alleged omission to state a material fact required to be stated therein or necessary to make the statements thereinthereby, or, in light the case of the circumstances under which Administrative Agent (and any sub agent thereof) and its Related Parties only, the statements therein were made, not misleadingadministration of this Agreement and the other Loan Documents (including in respect of any matters addressed in Section 2.14)), (ii) any untrue statement Loan or alleged untrue statement Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the Several L/C Agent to honor a material fact contained in the final prospectus (as amended or supplemented, demand for payment under a Letter of Credit if the Company files any amendment thereof or supplement thereto documents presented in connection with such demand do not strictly comply with the SEC) or the omission or alleged omission to state therein any material fact necessary to make the statements made thereinterms of such Letter of Credit), in light of the circumstances under which the statements therein were made, not misleading, or (iii) any violation transfer, sale, delivery, surrender or endorsement of any draft, demand, certificate or other document presented under any Letter of Credit, (iv) any independent undertakings issued by the beneficiary of any Letter of Credit, (v) any unauthorized communication or instruction (whether oral, telephonic, written, telegraphic, facsimile or electronic) regarding any Letter of Credit or error in computer transmission, (vi) an adviser, confirmer or other nominated person seeking to be reimbursed, indemnified or compensated in respect of any Letter of Credit, (vii) any third party seeking to enforce the rights of an applicant, beneficiary, nominated person, transferee or assignee of proceeds of any Letter of Credit, (viii) the fraud, forgery or illegal action of parties other than the Indemnitees with respect to any Letter of Credit, (ix) the enforcement of this Agreement or any rights or remedies under or in connection with any Letter of Credit Document, (x) any actual or alleged violation presence or release of Hazardous Materials on or from any property owned or operated by the Company or any of the 1933 Act, the 1934 Act, any other law, including, without limitation, any state securities lawits Subsidiaries, or any rule Environmental Liability related in any way to the Borrower or regulation thereunder any of its Subsidiaries, or (xi) any actual or prospective claim, litigation, investigation or proceeding relating to the offer or sale any of the Registrable Securities pursuant to foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Registration Statement Company or any other Loan Party, and regardless of whether any Indemnitee is a party thereto (the matters in the foregoing clauses (i) through (iii) being, collectively, "Violations"). Subject to the restrictions set forth in Section 6(c) with respect to the number and regardless of legal counselwhether such matter is initiated by a third party, the Company shall reimburse the Indemnified Person, promptly as such expenses are incurred and are due and payable, for any reasonable legal fees or other reasonable expenses incurred by him, her or it in connection with investigating or defending any such Claim. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section 6(a): (A) shall not apply to a Claim arising out of or based upon a Violation which occurs in reliance upon and in conformity with information furnished in writing to the Company by any Indemnified Person expressly for use in connection with the preparation of the Registration Statement or any of its Subsidiaries); provided that such amendment thereof or supplement thereto; (B) indemnity shall not not, as to any Indemnitee, be available to the extent that such Claim is based on losses, claims, damages, liabilities or related expenses (Ix) are determined by a failure court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence, willful misconduct or bad faith of such Indemnitee or (y) result from a claim not involving an act or omission of the Holder to deliver Company and that is brought by an Indemnitee against another Indemnitee (other than against the Arranger or to cause to be delivered the prospectus made available by Administrative Agent in their capacities as such). Without limiting the Company or (II) the Indemnified Person's use provisions of an incorrect prospectus despite being promptly advised in advance by the Company in writing not to use such incorrect prospectus; and (CSection 2.14(b), this Section 9.03(b) shall not apply with respect to amounts paid in settlement of Taxes other than any Claim if such settlement is effected without the prior written consent of the CompanyTaxes that represent losses, which consent shall not be unreasonably withheldclaims, damages, etc. Such indemnity shall remain in full force and effect regardless of arising from any investigation made by or on behalf of the Indemnified Person and shall survive the resale of the Registrable Securities by the Holder pursuant to the Registration Statementnon-Tax claim.

Indemnification by Company. To the fullest extent permitted by applicable law, the Company will, with respect to any Registrable Securities covered by a registration statement or prospectus, or as to which registration, qualification or compliance under applicable “blue sky” laws has been effected pursuant to this Agreement, indemnify and hereby does, indemnify, hold harmless each Holder, each Holder’s current and defend the Holder former officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and any agents or representatives thereofemployees, and each Person, if any, who controls the Person controlling such Holder within the meaning of the 1933 Act or Section 15 of the Securities Exchange Act and such Holder’s current and former officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees, and each underwriter thereof, if any, and each Person who controls any such underwriter within the meaning of 1934Section 15 of the Securities Act (collectively, as amended (the "1934 Act") (each, an "“Company Indemnified Person"Parties”), from and against any lossesand all expenses, claims, losses, damages, liabilitiescosts (including costs of preparation and reasonable attorney’s fees and any legal or other fees or expenses actually incurred by such party in connection with any investigation or proceeding), judgments, fines, penalties, charges, costs, attorneys' fees, amounts paid in settlement or expensesand other liabilities, joint or several (collectivelyseveral, "Claims"), incurred in investigating, preparing or defending any action, claim, suit, inquiry, proceeding, investigation or appeal taken from the foregoing by or before any court or governmental, administrative or other regulatory agency, body or the SEC, whether pending or threatened, whether or not the Indemnified Person is or may be a party thereto ("Indemnified Damages"), to which the Indemnified Person may become subject insofar as such Claims (or actions or proceedings, whether commenced or threatened, in respect thereof) arise (collectively, “Losses”) to the extent arising out of or are based upon: (i) on any untrue statement (or alleged untrue statement statement) of a material fact contained in any registration statement, prospectus, preliminary prospectus, offering circular, “issuer free writing prospectus” (as such term is defined in Rule 433 under the Registration Statement Securities Act) or other document, in each case related to such registration statement, or any post-effective amendment thereto or in any filing made in connection with the qualification of the offering under the securities or other "blue sky" laws of any jurisdiction in which Registrable Securities are offeredsupplement thereto, or the based on any omission (or alleged omission omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under in which the statements therein were made, not misleading, (ii) any untrue statement or alleged untrue statement of a material fact contained in the final prospectus (as amended or supplemented, if the Company files any amendment thereof or supplement thereto with the SEC) or the omission or alleged omission to state therein any material fact necessary to make the statements made therein, in light of the circumstances under which the statements therein they were made, not misleading, or (iii) any violation or alleged violation by the Company of the 1933 Securities Act, the 1934 Exchange Act, any other law, including, without limitation, any state securities law, law or any rule rules or regulation regulations thereunder relating applicable to the offer or sale Company and (without limiting the preceding portions of the Registrable Securities pursuant to the Registration Statement (the matters in the foregoing clauses (i) through (iii) being, collectively, "Violations"this Section 3.1). Subject to the restrictions set forth in Section 6(c) with respect to the number of legal counsel, the Company shall will reimburse each of the Company Indemnified PersonParties for any reasonable and documented out-of-pocket legal expenses and any other reasonable and documented out-of-pocket expenses actually incurred in connection with investigating, promptly defending or, subject to the last sentence of this Section 3.1, settling any such Losses or action, as such expenses are incurred and are due and payable, for any reasonable legal fees or other reasonable expenses incurred by him, her or it in connection with investigating or defending any such Claim. Notwithstanding anything to incurred; provided that the contrary contained herein, the Company’s indemnification agreement contained in this Section 6(a): (A) shall not apply to a Claim arising out of or based upon a Violation which occurs in reliance upon and in conformity with information furnished in writing to the Company by any Indemnified Person expressly for use in connection with the preparation of the Registration Statement or any such amendment thereof or supplement thereto; (B) shall not be available to the extent such Claim is based on (I) a failure of the Holder to deliver or to cause to be delivered the prospectus made available by the Company or (II) the Indemnified Person's use of an incorrect prospectus despite being promptly advised in advance by the Company in writing not to use such incorrect prospectus; and (C) obligations shall not apply to amounts paid in settlement of any Claim Losses or action if such settlement is effected without the prior written consent of the Company, Company (which consent shall not be unreasonably withheld. Such indemnity withheld or delayed), nor shall remain the Company be liable to a Holder in full force and effect regardless any such case for any such Losses or action to the extent that it arises out of or is based upon a violation or alleged violation of any investigation made by state or federal law (including any claim arising out of or based on behalf of any untrue statement or alleged untrue statement or omission or alleged omission in the Indemnified Person registration statement or prospectus) which occurs in reliance upon and shall survive the resale of the Registrable Securities by the in conformity with written information regarding such Holder pursuant furnished to the Registration StatementCompany by such Holder expressly for use in connection with such registration by any such Holder.

Indemnification by Company. (a) To the fullest extent permitted by law, the Company will, will indemnify and hereby does, indemnify, hold harmless and defend each Eligible Investor that holds such Registrable Securities, any underwriter (as defined in the Holder Securities Act) for the Eligible Investors, any directors or officers of such Eligible Investor or such underwriter and any agents or representatives thereof, and each Person, if any, person who controls the Holder such Eligible Investor or such underwriter within the meaning of the 1933 Securities Act or the Securities Exchange Act of 1934, as amended (the "1934 Act") (each, each an "Indemnified Person"), ) ------------------ against any losses, claims, damages, liabilities, judgments, fines, penalties, charges, costs, attorneys' fees, amounts paid expenses or liabilities (joint or several) (including in settlement or expenses, joint or several of litigation) (collectively, and together with actions, proceedings or inquiries by any regulatory or self-regulatory organization, whether commenced or threatened in respect thereof, "Claims"), incurred in investigating, preparing or defending ) to ------ which any action, claim, suit, inquiry, proceeding, investigation or appeal taken from the foregoing by or before any court or governmental, administrative or other regulatory agency, body or the SEC, whether pending or threatened, whether or not the Indemnified Person is or may be a party thereto ("Indemnified Damages"), to which the Indemnified Person may of them become subject under the Securities Act, the Exchange Act or otherwise, insofar as such Claims (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon: (i) upon any untrue statement of the following statements, omissions or alleged untrue statement of violations in a material fact in the Registration Statement or filed pursuant to this Agreement, any post-effective amendment thereto thereof or in any filing made in connection with the qualification of the offering under the securities or other "blue sky" laws of any jurisdiction in which Registrable Securities are offered, or the omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements prospectus included therein, in light of the circumstances under which the statements therein were made, not misleading, : (iia) any untrue statement or alleged untrue statement of a material fact contained in the final prospectus (as amended Registration Statement or supplemented, if the Company files any post-effective amendment thereof or supplement thereto with the SEC) or the omission or alleged omission to state therein any a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which the statements therein were made, not misleading, or ; (iiib) any violation untrue statement or alleged violation by the Company untrue statement of the 1933 Act, the 1934 Act, any other law, including, without limitation, any state securities law, or any rule or regulation thereunder relating to the offer or sale of the Registrable Securities pursuant to the Registration Statement (the matters a material fact contained in the foregoing clauses prospectus (ias it may be amended or supplemented) through (iii) being, collectively, "Violations"). Subject to or the restrictions set forth in Section 6(c) with respect to the number of legal counsel, the Company shall reimburse the Indemnified Person, promptly as such expenses are incurred and are due and payable, for any reasonable legal fees or other reasonable expenses incurred by him, her or it in connection with investigating or defending any such Claim. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section 6(a): (A) shall not apply to a Claim arising out of or based upon a Violation which occurs in reliance upon and in conformity with information furnished in writing to the Company by any Indemnified Person expressly for use in connection with the preparation of the Registration Statement or any such amendment thereof or supplement thereto; (B) shall not be available to the extent such Claim is based on (I) a failure of the Holder to deliver or to cause to be delivered the prospectus made available by the Company or (II) the Indemnified Person's use of an incorrect prospectus despite being promptly advised in advance by the Company in writing not to use such incorrect prospectus; and (C) shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of the Company, which consent shall not be unreasonably withheld. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Person and shall survive the resale of the Registrable Securities by the Holder pursuant to the Registration Statement.omission

Indemnification by Company. To The Company will, and hereby agrees to, indemnify and hold harmless, to the fullest full extent permitted by law, each holder of Registrable Securities, Purchaser, their respective affiliates and their respective partners, owners, officers, directors, shareholders, employees, advisors, agents, each other Person who participates as an underwriter, selling broker, dealer manager, or similar securities industry professional in the Company will, and hereby does, indemnify, hold harmless and defend the Holder and any agents offering or representatives thereofsale of Registrable Securities, and each Person, if any, Person who controls the Holder (within the meaning of the 1933 Securities Act or the Securities Exchange Act Act) any of 1934, as amended (the "1934 Act") foregoing Persons (each, an "Indemnified PersonINDEMNIFIED PARTY" and collectively, the "INDEMNIFIED PARTIES"), from and against any and all losses, claims, damages, liabilitiesliabilities (or actions or proceedings in respect thereof, judgments, fines, penalties, charges, costs, attorneys' fees, amounts paid in settlement whether or not such Indemnified Party is a party thereto) and expenses, joint or several (collectivelyincluding reasonable costs of investigation and legal expenses) (each, a "ClaimsLOSS" and collectively "LOSSES"), incurred in investigating, preparing or defending any action, claim, suit, inquiry, proceeding, investigation or appeal taken from the foregoing by or before any court or governmental, administrative or other regulatory agency, body or the SEC, whether pending or threatened, whether or not the Indemnified Person is or may be a party thereto ("Indemnified Damages"), to which the Indemnified Person may become subject insofar as such Claims (or actions or proceedings, whether commenced or threatened, in respect thereof) arise arising out of or are based upon: upon (i) any untrue statement or alleged untrue statement of a material fact contained in the any Registration Statement under which such Registrable Securities were registered under the Securities Act (including any final, preliminary or summary Prospectus contained therein or any post-effective amendment thereof or supplement thereto or in any filing made in connection with the qualification of the offering under the documents incorporated by reference therein), or any related statute securities or other "blue sky" laws of applications or (ii) any jurisdiction in which Registrable Securities are offered, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements thereintherein (in the case of a Prospectus or preliminary Prospectus, in light of the circumstances under which the statements therein they were made, ) not misleading; PROVIDED, (ii) HOWEVER, that the Company shall not be liable to a particular Indemnified Party in any such case to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement of a material fact contained in the final prospectus (as amended or supplemented, if the Company files any amendment thereof or supplement thereto with the SEC) or the omission or alleged omission to state therein made in any material fact necessary to make the statements made therein, in light of the circumstances under which the statements therein were made, not misleading, or (iii) any violation or alleged violation by the Company of the 1933 Act, the 1934 Act, any other law, including, without limitation, any state securities law, or any rule or regulation thereunder relating to the offer or sale of the Registrable Securities pursuant to the such Registration Statement (the matters in the foregoing clauses (i) through (iii) being, collectively, "Violations"). Subject to the restrictions set forth in Section 6(c) with respect to the number of legal counsel, the Company shall reimburse the Indemnified Person, promptly as such expenses are incurred and are due and payable, for any reasonable legal fees or other reasonable expenses incurred by him, her or it in connection with investigating or defending any such Claim. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section 6(a): (A) shall not apply to a Claim arising out of or based upon a Violation which occurs in reliance upon and in conformity with written information furnished in writing to the Company by any such Indemnified Person expressly Party through an instrument duly executed by such Indemnified Party, specifically stating that it is for use in connection with the preparation of the such Registration Statement or Statement. This indemnity shall be in addition to any such amendment thereof or supplement thereto; (B) shall not be available to the extent such Claim is based on (I) a failure of the Holder to deliver or to cause to be delivered the prospectus made available by liability the Company or (II) the Indemnified Person's use of an incorrect prospectus despite being promptly advised in advance by the Company in writing not to use such incorrect prospectus; and (C) shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of the Company, which consent shall not be unreasonably withheldmay otherwise have. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the such holder or any Indemnified Person Party and shall survive the resale transfer of the Registrable Securities such securities by the Holder pursuant to the Registration Statementsuch holder.

Indemnification by Company. To the fullest extent permitted by law(a) If any Registrable Securities are included in a registration statement or prospectus under this Agreement, the Company will, will indemnify and hereby does, indemnify, hold harmless each Holder, the officers, directors, partners, members, agents and defend employees of each Holder, any underwriter (as defined in the 1933 Act or applicable Canadian Securities Laws) for such Holder and any agents or representatives thereof, and each Personperson, if any, who controls the such Holder or underwriter within the meaning of the 1933 Act or the 1934 Act or applicable Canadian Securities Exchange Act of 1934, as amended (the "1934 Act") (each, an "Indemnified Person")Laws, against any losses (other than loss of profit), claims, damages or liabilities (joint or several) to which they may become subject under the 1933 Act, the 1934 Act, Canadian Securities Laws or any other U.S. or Canadian federal, state or provincial law, insofar as such losses, claims, damages, liabilities, judgments, fines, penalties, charges, costs, attorneys' fees, amounts paid in settlement damages or expenses, joint or several (collectively, "Claims"), incurred in investigating, preparing or defending any action, claim, suit, inquiry, proceeding, investigation or appeal taken from the foregoing by or before any court or governmental, administrative or other regulatory agency, body or the SEC, whether pending or threatened, whether or not the Indemnified Person is or may be a party thereto ("Indemnified Damages"), to which the Indemnified Person may become subject insofar as such Claims liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon: upon any of the following statements, omissions or violations (each a “Violation”): (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement such registration statement (including any preliminary prospectus or final prospectus contained therein) or prospectus or any post-effective amendment thereto amendments or in any filing made in connection with the qualification of the offering under the securities or other "blue sky" laws of any jurisdiction in which Registrable Securities are offered, or supplements thereto; (ii) the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under in which the statements therein they were made, not misleading, (ii) any untrue statement or alleged untrue statement of a material fact contained in the final prospectus (as amended or supplemented, if the Company files any amendment thereof or supplement thereto with the SEC) or the omission or alleged omission to state therein any material fact necessary to make the statements made therein, in light of the circumstances under which the statements therein were made, not misleading, or ; or (iii) any violation or alleged violation by the Company of the 1933 Act, the 1934 Act, any other law, including, without limitation, any state securities law, law or any rule or regulation thereunder relating to promulgated under the offer or sale of the Registrable Securities pursuant to the Registration Statement (the matters in the foregoing clauses (i) through (iii) being, collectively, "Violations"). Subject to the restrictions set forth in Section 6(c) with respect to the number of legal counsel1933 Act, the 1934 Act, any state securities law or any applicable Canadian Securities Laws in connection with the offering covered by such registration statement or prospectus. (b) The Company shall will reimburse the Indemnified Personeach such Holder, promptly as such expenses are incurred and are due and payableofficer, director, partner, member, agent, employee, underwriter or controlling person for any reasonable legal fees or other reasonable out-of-pocket expenses reasonably incurred by him, her or it them in connection with investigating or defending any such Claim. Notwithstanding anything to loss, claim, damage, liability or action. (c) The Company is not liable under the contrary contained herein, the indemnification agreement indemnity contained in this Section 6(a): section 10.1: (Ai) shall in respect of amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent will not apply be unreasonably withheld); (ii) to a Claim arising the extent that it arises out of or is based upon a Violation which that occurs in reliance upon and in conformity with written information furnished in writing to the Company by any Indemnified Person expressly for use in connection with the preparation of the Registration Statement such registration or any such amendment thereof or supplement thereto; (B) shall not be available to the extent such Claim is based on (I) a failure of the Holder to deliver or to cause to be delivered the prospectus made available by the Company or (II) the Indemnified Person's use of an incorrect prospectus despite being promptly advised in advance by the Company in writing not to use such incorrect prospectus; and (C) shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of the Company, which consent shall not be unreasonably withheld. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Holder, underwriter or controlling person; or (iii) in the Indemnified Person case of a sale effected directly by a Holder of Registrable Securities (including a sale of such Registrable Securities through any underwriter retained by such Holder engaging in a distribution solely on behalf of such Holder), where: (A) such untrue statement or alleged untrue statement or omission or alleged omission was contained in a preliminary prospectus and shall survive corrected in a final or amended prospectus; and (B) such Holder failed to deliver a copy of the resale final or amended prospectus at or prior to the confirmation of the sale of the Registrable Securities to the person asserting any such loss, claim, damage or liability in any case in which such delivery is required by the Holder pursuant to the Registration Statement1933 Act or applicable Canadian Securities Laws.

Indemnification by Company. To the fullest extent permitted by lawapplicable Law, the Company will, with respect to any Registrable Securities covered by a registration statement or prospectus, or as to which registration, qualification or compliance under applicable “blue sky” Laws has been effected pursuant to this Agreement, indemnify and hereby does, indemnify, hold harmless each Holder, each Holder’s current and defend the Holder former officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents, employees and any agents or representatives thereofAffiliates, and each Personof its representatives, if any, who controls the each Person controlling such Holder within the meaning of the 1933 Act or Section 15 of the Securities Exchange Act of 1934and each underwriter (collectively, as amended (the "1934 Act") (each, an "“Company Indemnified Person"Parties”), from and against any lossesand all expenses, claims, losses, damages, liabilitiescosts (including reasonable attorney’s fees and expenses and any legal or other fees or expenses actually incurred by such party in connection with any investigation or proceeding), judgments, fines, penalties, charges, costs, attorneys' fees, amounts paid in settlement or expensesand other liabilities, joint or several (collectivelyseveral, "Claims"), incurred in investigating, preparing or defending any action, claim, suit, inquiry, proceeding, investigation or appeal taken from the foregoing by or before any court or governmental, administrative or other regulatory agency, body or the SEC, whether pending or threatened, whether or not the Indemnified Person is or may be a party thereto ("Indemnified Damages"), to which the Indemnified Person may become subject insofar as such Claims (or actions or proceedings, whether commenced or threatened, in respect thereof) arise (collectively, “Losses”) to the extent arising out of or are based upon: (i) on any untrue statement (or alleged untrue statement statement) of a material fact contained in any registration statement, prospectus, preliminary prospectus, offering circular, “issuer free writing prospectus” (as such term is defined in Rule 433 under the Registration Statement Securities Act) or other document, in each case related to such registration statement, or any post-effective amendment thereto or in any filing made in connection with the qualification of the offering under the securities or other "blue sky" laws of any jurisdiction in which Registrable Securities are offeredsupplement thereto, or the based on any omission (or alleged omission omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under in which the statements therein were made, not misleading, (ii) any untrue statement or alleged untrue statement of a material fact contained in the final prospectus (as amended or supplemented, if the Company files any amendment thereof or supplement thereto with the SEC) or the omission or alleged omission to state therein any material fact necessary to make the statements made therein, in light of the circumstances under which the statements therein they were made, not misleading, or (iii) any violation or alleged violation by the Company of the 1933 Securities Act, the 1934 Exchange Act, any other law, including, without limitation, any state securities law, Law or any rule rules or regulation regulations thereunder relating applicable to the offer or sale Company and (without limiting the preceding portions of the Registrable Securities pursuant to the Registration Statement (the matters in the foregoing clauses (i) through (iii) being, collectively, "Violations"this Section 3.1). Subject to the restrictions set forth in Section 6(c) with respect to the number of legal counsel, the Company shall will reimburse each of the Company Indemnified PersonParties for any reasonable and documented out-of-pocket legal expenses and any other reasonable and documented out-of-pocket expenses actually incurred in connection with investigating, promptly defending or, subject to the last sentence of this Section 3.1, settling any such Losses or action, as such expenses are incurred and are due and payable, for any reasonable legal fees or other reasonable expenses incurred by him, her or it in connection with investigating or defending any such Claim. Notwithstanding anything to incurred; provided that the contrary contained herein, the Company’s indemnification agreement contained in this Section 6(a): (A) shall not apply to a Claim arising out of or based upon a Violation which occurs in reliance upon and in conformity with information furnished in writing to the Company by any Indemnified Person expressly for use in connection with the preparation of the Registration Statement or any such amendment thereof or supplement thereto; (B) shall not be available to the extent such Claim is based on (I) a failure of the Holder to deliver or to cause to be delivered the prospectus made available by the Company or (II) the Indemnified Person's use of an incorrect prospectus despite being promptly advised in advance by the Company in writing not to use such incorrect prospectus; and (C) obligations shall not apply to amounts paid in settlement of any Claim Losses or action if such settlement is effected without the prior written consent of the Company, Company (which consent shall not be unreasonably withheld. Such indemnity withheld or delayed), nor shall remain the Company be liable to a Holder in full force and effect regardless any such case for any such Losses or action to the extent that it arises out of or is based upon a violation or alleged violation of any investigation made state or federal Law (including any claim arising out of or based on any untrue statement or alleged untrue statement or omission or alleged omission in the registration statement or prospectus) which occurs in reliance upon and in conformity with written information regarding such Holder furnished to the Company by such Holder or its authorized representatives expressly for use in connection with such registration by or on behalf of any Holder, it being understood and agreed that the Indemnified Person and shall survive the resale only such information furnished by or on behalf of any Holder consists of the Registrable Securities by the Holder pursuant to the Registration Statementinformation described as such in Section 3.2 below.

Indemnification by Company. To the fullest extent permitted by law, the The Company will, agrees to indemnify and hereby does, indemnify, hold harmless and defend the Holder and any agents or representatives thereof, each Underwriter and each Personperson, if any, who controls the Holder any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the Securities Exchange Act of 1934, as amended 1934 (the "1934 Exchange Act") (each, an "Indemnified Person"), against any losses, claims, damages, damages or liabilities, judgments, fines, penalties, charges, costs, attorneys' fees, amounts paid in settlement or expenses, joint or several (collectively, "Claims"), incurred in investigating, preparing or defending any action, claim, suit, inquiry, proceeding, investigation or appeal taken from the foregoing by or before any court or governmental, administrative or other regulatory agency, body or the SEC, whether pending or threatened, whether or not the Indemnified Person is or may be a party thereto ("Indemnified Damages")several, to which the Indemnified Person such Underwriter or such controlling person may become subject under the Act, the Exchange Act or otherwise, insofar as such Claims losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon: : (ia) any untrue statement or alleged untrue statement made by the Company in Section 2 of this Agreement; (b) any untrue statement or alleged untrue statement of a any material fact contained in (i) the Registration Statement or any post-effective amendment thereto or any Preliminary Prospectus or the Prospectus or any amendment or supplement thereto, or (ii) any application or other document, or any amendment or supplement thereto, executed by the Company and based upon written information furnished by or on behalf of the Company filed in any filing made jurisdiction in connection with order to qualify the qualification of the offering Shares under the securities or other blue sky laws thereof or filed with the Commission or any securities association or securities exchange (each an "blue sky" laws of any jurisdiction in which Registrable Securities are offered, or Application"); or (c) the omission or alleged omission to state in the Registration Statement or any amendment thereto, any Preliminary Prospectus or the Prospectus or any amendment or supplement thereto, or any Application a material fact required to be stated therein or necessary to make the statements therein, therein not misleading in light of the circumstances under in which the statements therein were they are made, and will reimburse, as incurred, each Underwriter and each such controlling person for any legal or other expenses reasonably incurred by such Underwriter or such controlling person in connection with investigating, defending against or appearing as a third-party witness in connection with any such loss, claim, damage, liability or action; provided, however, that the Company will not misleadingbe liable in any such case to the extent that any such loss, (ii) claim, damage or liability arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the final prospectus (as amended or supplemented, if the Company files any amendment thereof or supplement thereto with the SEC) or the omission or alleged omission to state therein made in such registration statement or any material fact necessary to make the statements made therein, in light of the circumstances under which the statements therein were made, not misleading, or (iii) any violation or alleged violation by the Company of the 1933 Act, the 1934 Actamendment thereto, any other law, including, without limitation, Preliminary Prospectus or the Prospectus or any state securities lawamendment or supplement thereto, or any rule or regulation thereunder relating to the offer or sale of the Registrable Securities pursuant to the Registration Statement (the matters in the foregoing clauses (i) through (iii) being, collectively, "Violations"). Subject to the restrictions set forth in Section 6(c) with respect to the number of legal counsel, the Company shall reimburse the Indemnified Person, promptly as such expenses are incurred and are due and payable, for any reasonable legal fees or other reasonable expenses incurred by him, her or it in connection with investigating or defending any such Claim. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section 6(a): (A) shall not apply to a Claim arising out of or based upon a Violation which occurs Application in reliance upon and in conformity with written information furnished in writing to the Company by any Indemnified Person expressly Underwriter through the Representative specifically for use in connection with therein; and provided further, that the preparation of the Registration Statement Company will not be liable to any Underwriter or any person controlling such Underwriter with respect to any such untrue statement or omission made in any Preliminary Prospectus that is corrected in the Prospectus (or any amendment thereof or supplement thereto; ) if the person asserting any such loss, claim, damage or liability purchased Shares from such Underwriter but was not sent or given a copy of the Prospectus (B) shall not be available as amended or supplemented), other than the documents incorporated by reference therein at or prior to the extent such Claim is based on (I) a failure written confirmation of the Holder sale of such Shares to such person in any case where such delivery of the Prospectus (as amended or supplemented) is required by the Act, unless such failure to deliver the Prospectus (as amended or to cause to be delivered the prospectus made available supplemented) was a result of noncompliance by the Company or (II) the Indemnified Person's use with Section 5.5 of an incorrect prospectus despite being promptly advised this Agreement. This indemnity agreement will be in advance by addition to any liability which the Company in writing not to use such incorrect prospectus; and (C) shall not apply to amounts paid in settlement of any Claim if such settlement is effected may otherwise have. The Company will not, without the prior written consent of each Underwriter, settle or compromise or consent to the Company, which consent shall not be unreasonably withheld. Such indemnity shall remain in full force and effect regardless entry of any investigation made by judgment in any pending or on behalf threatened claim, action, suit or proceeding in respect of which indemnification may be sought hereunder (whether or not such Underwriter or any person who controls such Underwriter within the meaning of Section 15 of the Indemnified Person and shall survive the resale Act or Section 20 of the Registrable Securities by the Holder pursuant Exchange Act is a party to the Registration Statementsuch claim, action, suit or proceeding), unless such settlement, compromise or consent includes an unconditional release of such Underwriter and each such controlling person from all liability arising out of such claim, action, suit or proceeding.

Indemnification by Company. To the fullest extent permitted by law, the The Company will, agrees to indemnify and hereby does, indemnify, hold harmless and defend the Holder and any agents or representatives thereof, each Underwriter and each Personperson, if any, who controls the Holder any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the Securities Exchange Act of 1934, as amended 1934 (the "1934 Exchange Act") (each, an "Indemnified Person"), against any losses, claims, damages, damages or liabilities, judgments, fines, penalties, charges, costs, attorneys' fees, amounts paid in settlement or expenses, joint or several (collectively, "Claims"), incurred in investigating, preparing or defending any action, claim, suit, inquiry, proceeding, investigation or appeal taken from the foregoing by or before any court or governmental, administrative or other regulatory agency, body or the SEC, whether pending or threatened, whether or not the Indemnified Person is or may be a party thereto ("Indemnified Damages")several, to which the Indemnified Person such Underwriter or such controlling person may become subject under the Act, the Exchange Act or otherwise, insofar as such Claims losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon: : (ia) any untrue statement or alleged untrue statement made by the Company in Section 2 of this Agreement; (b) any untrue statement or alleged untrue statement of a any material fact contained in (i) the Registration Statement or any post-effective amendment thereto or any Preliminary Prospectus or the Prospectus or any amendment or supplement thereto, or (ii) any application or other document, or any amendment or supplement thereto, executed by the Company and based upon written information furnished by or on behalf of the Company filed in any filing made jurisdiction in connection with order to qualify the qualification of the offering Shares under the securities or other blue sky laws thereof or filed with the Commission or any securities association or securities exchange (each an "blue sky" laws of any jurisdiction in which Registrable Securities are offered, or Application"); or (c) the omission or alleged omission to state in the Registration Statement or any amendment thereto, any Preliminary Prospectus or the Prospectus or any amendment or supplement thereto, or any Application a material fact required to be stated therein or necessary to make the statements therein, therein not misleading in light of the circumstances under in which the statements therein were they are made, and will reimburse, as incurred, each Underwriter and each such controlling person for any legal or other expenses reasonably incurred by such Underwriter or such controlling person in connection with investigating, defending against or appearing as a third-party witness in connection with any such loss, claim, damage, liability or action; provided, however, that the Company will not misleadingbe liable in any such case to the extent that any such loss, (ii) claim, damage or liability arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the final prospectus (as amended or supplemented, if the Company files any amendment thereof or supplement thereto with the SEC) or the omission 24 or alleged omission to state therein made in such registration statement or any material fact necessary to make the statements made therein, in light of the circumstances under which the statements therein were made, not misleading, or (iii) any violation or alleged violation by the Company of the 1933 Act, the 1934 Actamendment thereto, any other law, including, without limitation, Preliminary Prospectus or the Prospectus or any state securities lawamendment or supplement thereto, or any rule or regulation thereunder relating to the offer or sale of the Registrable Securities pursuant to the Registration Statement (the matters in the foregoing clauses (i) through (iii) being, collectively, "Violations"). Subject to the restrictions set forth in Section 6(c) with respect to the number of legal counsel, the Company shall reimburse the Indemnified Person, promptly as such expenses are incurred and are due and payable, for any reasonable legal fees or other reasonable expenses incurred by him, her or it in connection with investigating or defending any such Claim. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section 6(a): (A) shall not apply to a Claim arising out of or based upon a Violation which occurs Application in reliance upon and in conformity with written information furnished in writing to the Company by any Indemnified Person expressly Underwriter through the Representatives specifically for use in connection with therein; and provided further, that the preparation of the Registration Statement Company will not be liable to any Underwriter or any person controlling such Underwriter with respect to any such untrue statement or omission made in any Preliminary Prospectus that is corrected in the Prospectus (or any amendment thereof or supplement thereto; ) if the person asserting any such loss, claim, damage or liability purchased Shares from such Underwriter but was not sent or given a copy of the Prospectus (B) shall not be available as amended or supplemented), other than the documents incorporated by reference therein at or prior to the extent such Claim is based on (I) a failure written confirmation of the Holder sale of such Shares to such person in any case where such delivery of the Prospectus (as amended or supplemented) is required by the Act, unless such failure to deliver the Prospectus (as amended or to cause to be delivered the prospectus made available supplemented) was a result of noncompliance by the Company or (II) the Indemnified Person's use with Section 5.5 of an incorrect prospectus despite being promptly advised this Agreement. This indemnity agreement will be in advance by addition to any liability which the Company in writing not to use such incorrect prospectus; and (C) shall not apply to amounts paid in settlement of any Claim if such settlement is effected may otherwise have. The Company will not, without the prior written consent of each Underwriter, settle or compromise or consent to the Company, which consent shall not be unreasonably withheld. Such indemnity shall remain in full force and effect regardless entry of any investigation made by judgment in any pending or on behalf threatened claim, action, suit or proceeding in respect of which indemnification may be sought hereunder (whether or not such Underwriter or any person who controls such Underwriter within the meaning of Section 15 of the Indemnified Person and shall survive the resale Act or Section 20 of the Registrable Securities by the Holder pursuant Exchange Act is a party to the Registration Statementsuch claim, action, suit or proceeding), unless such settlement, compromise or consent includes an unconditional release of such Underwriter and each such controlling person from all liability arising out of such claim, action, suit or proceeding.

Indemnification by Company. To the fullest extent permitted by law, the Company will, and hereby does, indemnify, hold harmless and defend the Holder and any agents or representatives thereof, and each Person, if any, who controls the Holder within the meaning of the 1933 Act or the Securities Exchange Act of 1934, as amended (the "1934 Act") (each, an "Indemnified Person"), against any losses, claims, damages, liabilities, judgments, fines, penalties, charges, costs, attorneys' fees, amounts paid in settlement or expenses, joint or several (collectively, "Claims"), incurred in investigating, preparing or defending any action, claim, suit, inquiry, proceeding, investigation or appeal taken from the foregoing by or before any court or governmental, administrative or other regulatory agency, body or the SEC, whether pending or threatened, whether or not the Indemnified Person is or may be a party thereto ("Indemnified iIndemnified Damages"), to which the Indemnified Person may become subject insofar as such Claims (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon: (i) any untrue statement or alleged untrue statement of a material fact in the Registration Statement or any post-effective amendment thereto or in any filing made in connection with the qualification of the offering under the securities or other "blue sky" laws of any jurisdiction in which Registrable Securities are offered, or the omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which the statements therein were made, not misleading, (ii) any untrue statement or alleged untrue statement of a material fact contained in the final prospectus (as amended or supplemented, if the Company files any amendment thereof or supplement thereto with the SEC) or the omission or alleged omission to state therein any material fact necessary to make the statements made therein, in light of the circumstances under which the statements therein were made, not misleading, or (iii) any violation or alleged violation by the Company of the 1933 Act, the 1934 Act, any other law, including, without limitation, any state securities law, or any rule or regulation thereunder relating to the offer or sale of the Registrable Securities pursuant to the Registration Statement (the matters in the foregoing clauses (i) through (iii) being, collectively, "Violations"). Subject to the restrictions set forth in Section 6(c) with respect to the number of legal counsel, the Company shall reimburse the Indemnified Person, promptly as such expenses are incurred and are due and payable, for any reasonable legal fees or other reasonable expenses incurred by him, her or it in connection with investigating or defending any such Claim. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section 6(a): (A) shall not apply to a Claim arising out of or based upon a Violation which occurs in reliance upon and in conformity with information furnished in writing to the Company by any Indemnified Person expressly for use in connection with the preparation of the Registration Statement or any such amendment thereof or supplement thereto; (B) shall not be available to the extent such Claim is based on (I) a failure of the Holder to deliver or to cause to be delivered the prospectus made available by the Company or (II) the Indemnified Person's use of an incorrect prospectus despite being promptly advised in advance by the Company in writing not to use such incorrect prospectus; and (C) shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of the Company, which consent shall not be unreasonably withheld. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Person and shall survive the resale of the Registrable Securities by the Holder pursuant to the Registration Statement.

Indemnification by Company. To In the fullest event of any registration of -------------------------- Registrable Securities under the Securities Act pursuant to this Agreement, to the full extent permitted by law, the Company willagrees to indemnify Purchasers, their Affiliates (as such term is defined in the Exchange Act), officers, directors, employees, stockholders, members and hereby doespartners (and the Affiliates, indemnifyofficers, hold harmless directors, employees, stockholders, members and defend the Holder and any agents or representatives partners thereof), and each Personother party who participates as an underwriter, if any, who controls in the Holder within the meaning offering or sale of the 1933 Act or the Securities Exchange Act such securities, and each Affiliate, officer, director, employee, stockholder, member and partner of 1934, as amended (the "1934 Act") (each, an "Indemnified Person"), such underwriter against any all losses, claims, damages, liabilities, judgments, fines, penalties, charges, costs, attorneys' fees, amounts paid in settlement or expenses, liabilities (joint or several (collectively, "Claims"several), incurred in investigating, preparing or defending any action, claim, suit, inquiry, proceeding, investigation or appeal taken from the foregoing by or before any court or governmental, administrative or other regulatory agency, body or the SEC, whether pending or threatened, whether or not the Indemnified Person is or may be a party thereto ("Indemnified Damages"), to which the Indemnified Person may become subject insofar as such Claims (or actions or proceedings, proceedings (whether commenced or threatened, ) in respect thereofthereof ("Claims") arise out and expenses, as incurred ------ (including reasonable fees of counsel and any amounts paid in any settlement effected with the Company's consent, which consent shall not be unreasonably withheld or are based upon: delayed), caused by (i) any untrue statement or alleged allegedly untrue statement of a material fact in the Registration Statement or any post-effective amendment thereto or in any filing made in connection with the qualification of the offering under the securities or other "blue sky" laws of any jurisdiction in which Registrable Securities are offeredfact, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which the statements therein were made, not misleading, contained in (A) any registration statement under which such Registrable Securities were registered under the Securities Act together with the documents incorporated by therein or (B) any preliminary, final or summary prospectus (or any supplement thereto together with the documents incorporated therein) contained therein and (ii) any untrue statement or alleged untrue statement of a material fact contained in the final prospectus (as amended or supplemented, if the Company files any amendment thereof or supplement thereto with the SEC) or the omission or alleged omission to state therein any material fact necessary to make the statements made therein, in light of the circumstances under which the statements therein were made, not misleading, or (iii) any violation or alleged violation by the Company of the 1933 Securities Act, the 1934 Exchange Act, any other law, including, without limitation, any state securities law, law or any rule or regulation thereunder relating to promulgated under the offer Securities Act, the Exchange Act or any state securities law in connection with the sale of the Registrable Securities pursuant Securities; except in each case to the Registration Statement (extent the matters in the foregoing clauses (i) through (iii) being, collectively, "Violations"). Subject to the restrictions set forth in Section 6(c) with respect to the number of legal counsel, the Company shall reimburse the Indemnified Person, promptly as such expenses are incurred and are due and payable, for any reasonable legal fees Claim or other reasonable expenses incurred by him, her or it in connection with investigating or defending any such Claim. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section 6(a): (A) shall not apply to a Claim arising expense arises out of an untrue statement or based upon a Violation which occurs in reliance upon and in conformity with omission resulting from information that any other party furnished in writing to the Company by any Indemnified Person expressly for use therein or such party's failure to deliver information required to be included therein or by such party's failure to deliver a copy, in accordance with its legal obligations, of the registration statement or prospectus or any amendments or supplements thereto to any purchaser after the Company has furnished such party with a sufficient number of copies of the relevant documents. In connection with the preparation of the Registration Statement a firm or any such amendment thereof or supplement thereto; (B) shall not be available best efforts underwritten offering, to the extent such Claim is based on customarily required by the managing underwriter, the Company will indemnify the underwriters, their officers and directors and each party who controls the underwriters (I) a failure within the meaning of the Holder to deliver or to cause to be delivered Securities Act and the prospectus made available by the Company or (II) the Indemnified Person's use of an incorrect prospectus despite being promptly advised in advance by the Company in writing not to use such incorrect prospectus; and (C) shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of the CompanyExchange Act), which consent shall not be unreasonably withheld. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Person and shall survive the resale of the Registrable Securities by the Holder pursuant to the Registration Statementextent customary in such agreements.

Indemnification by Company. To the fullest extent permitted by law, the Company will, and hereby does, indemnify, hold harmless and defend the Holder and any agents or representatives thereof, and each Person, if any, who controls controls, the Holder within the meaning of the 1933 Act or the Securities Exchange Act of 1934, as amended (the "1934 Act") (each, an "Indemnified Person"), against any losses, claims, damages, liabilities, judgments, fines, penalties, charges, costs, attorneys' fees, amounts paid in settlement or expenses, joint or several (collectively, "Claims"), incurred in investigating, preparing or defending any action, claim, suit, inquiry, proceeding, investigation or appeal taken from the foregoing by or before any court or governmental, administrative or other regulatory agency, body or the SEC, whether pending or threatened, whether or not the Indemnified Person an indemnified party is or may be a party thereto ("Indemnified Damages"), to which the Indemnified Person it may become subject insofar as such Claims (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon: (i) any untrue statement or alleged untrue statement of a material fact in the a Registration Statement or any post-effective amendment thereto or in any filing made in connection with the qualification of the offering under the securities or other "blue sky" laws of any jurisdiction in which Registrable Securities are offered, or the omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which the statements therein were made, not misleading, (ii) any untrue statement or alleged untrue statement of a material fact contained in the final prospectus (as amended or supplemented, if the Company files any amendment thereof or supplement thereto with the SEC) or the omission or alleged omission to state therein any material fact necessary to make the statements made therein, in light of the circumstances under which the statements therein were made, not misleading, or (iii) any violation or alleged violation by the Company of the 1933 Act, the 1934 Act, any other law, including, without limitation, any state securities law, or any rule or regulation thereunder relating to the offer or sale of the Registrable Securities pursuant to the a Registration Statement (the matters in the foregoing clauses (i) through (iii) being, collectively, "Violations"). Subject to the restrictions set forth in Section 6(c) with respect to the number of legal counsel, the Company shall reimburse the Indemnified PersonParty, promptly as such expenses are incurred and are due and payable, for any reasonable legal fees or other reasonable expenses incurred by him, her or it in connection with investigating or defending any such Claim. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section 6(a): (Ai) shall not apply to a Claim arising out of or based upon a Violation which occurs in reliance upon and in conformity with information furnished in writing to the Company by any Indemnified Person expressly for use in connection with the preparation of the Registration Statement or any such amendment thereof or supplement thereto, if such prospectus were timely made available by the Company pursuant to Section 3(c); (Bii) shall not be available to the extent such Claim is based on (IA) a failure of the Holder to deliver or to cause to be delivered the prospectus made available by the Company or (IIB) the Indemnified Person's use of an incorrect prospectus despite being promptly advised in advance by the Company in writing not to use such incorrect prospectus; and (Ciii) shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of the Company, which consent shall not be unreasonably withheld. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Person and shall survive the resale of the Registrable Securities by the Holder pursuant to the Registration Statement.

Indemnification by Company. To the fullest extent permitted by law, the Company will, and hereby does, indemnify, hold harmless and defend each Investor, the Holder and any agents or directors, officers, members, partners, employees, agents, representatives thereofof, and each Person, if any, who controls the Holder any Investor within the meaning of the 1933 Securities Act or the Securities Exchange Act of 1934, as amended (the "1934 Act") (each, an "Indemnified Person"), against any losses, claims, damages, liabilities, judgments, fines, penalties, charges, costs, attorneys' reasonable attorneys fees, amounts paid in settlement or expenses, joint or several several, (collectively, "Claims"), ) incurred in investigating, preparing or defending any action, claim, suit, inquiry, proceeding, investigation or appeal taken from the foregoing by or before any court or governmental, administrative or other regulatory agency, body or the SEC, whether pending or threatened, whether or not the Indemnified Person an indemnified party is or may be a party thereto ("Indemnified Damages"), to which the Indemnified Person any of them may become subject insofar as such Claims (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon: (i) any untrue statement or alleged untrue statement of a material fact in the a Registration Statement or any post-effective amendment thereto or in any filing made in connection with the qualification of the offering under the securities or other "blue sky" sky laws of any jurisdiction in which Registrable Securities are offeredoffered (Blue Sky Filing), or the omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which the statements therein were made, not misleading, (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus if used prior to the effective date of such Registration Statement, or contained in the final prospectus (as amended or supplemented, if the Company files any amendment thereof or supplement thereto with the SEC) or the omission or alleged omission to state therein any material fact necessary to make the statements made therein, in the light of the circumstances under which the statements therein were made, not misleading, or (iii) any violation or alleged violation by the Company of the 1933 Securities Act, the 1934 Exchange Act, the Canadian Securities Laws, any other law, including, without limitation, any state securities law, or any rule or regulation thereunder relating to the offer or sale of the Registrable Securities pursuant to the a Registration Statement or (iv) any violation of this Agreement (the matters in the foregoing clauses (i) through (iiiiv) being, collectively, "Violations"). Subject to the restrictions set forth in Section 6(c) with respect to the number of legal counsel6.3, the Company shall reimburse the Indemnified PersonPersons, promptly as such expenses Indemnified Damages are incurred and are due and payable, for any reasonable legal fees or other reasonable expenses incurred by him, her or it them in connection with investigating or defending any such Claim. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section 6(a): 6.1: (Ai) shall not apply to a Claim by an Indemnified Person arising out of or based upon a Violation which occurs in reliance upon and in strict conformity with information furnished in writing to the Company by any such Indemnified Person expressly for use in connection with the preparation of the Registration Statement or any such amendment thereof or supplement thereto; (B) shall not be available to the extent , if such Claim is based on (I) a failure of the Holder to deliver or to cause to be delivered the prospectus was timely made available by the Company or (II) the to such Indemnified Person's use of an incorrect prospectus despite being promptly advised in advance by the Company in writing not Person pursuant to use such incorrect prospectusSection 3.3; and (Cii) shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of the Company, which consent shall not be unreasonably withheldwithheld or delayed. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Person and shall survive the resale transfer of the Registrable Securities by the Holder Investors pursuant to the Registration StatementArticle 9.

Indemnification by Company. To the fullest extent permitted by law, the Company will, and hereby does, indemnify, hold harmless and defend each Holder who holds such Registrable Securities, the Holder and any agents or directors, officers, partners, employees, agents, representatives thereofof, and each Person, if any, who controls the controls, any Holder within the meaning of the 1933 Act or the Securities Exchange Act of 1934, as amended (the "1934 Act") ), (each, an "Indemnified Person"), against any losses, claims, damages, liabilities, judgments, fines, penalties, charges, costs, attorneys' fees, amounts paid in settlement or expenses, joint or several (collectively, "Claims"), incurred in investigating, preparing or defending any action, claim, suit, inquiry, proceeding, investigation or appeal taken from the foregoing by or before any court or governmental, administrative or other regulatory agency, body or the SEC, whether pending or threatened, whether or not the Indemnified Person an indemnified party is or may be a party thereto ("Indemnified Damages"), to which the Indemnified Person any of them may become subject insofar as such Claims (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon: (i) any untrue statement or alleged untrue statement of a material fact in the a Registration Statement or any post-effective amendment thereto or in any filing made in connection with the qualification of the offering under the securities or other "blue sky" laws of any jurisdiction in which Registrable Securities are offered, or the omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which the statements therein were made, not misleading, (ii) any untrue statement or alleged untrue statement of a material fact contained in the final prospectus (as amended or supplemented, if the Company files any amendment thereof or supplement thereto with the SEC) or the omission or alleged omission to state therein any material fact necessary to make the statements made therein, in light of the circumstances under which the statements therein were made, not misleading, or (iii) any violation or alleged violation by the Company of the 1933 Act, the 1934 Act, any other law, including, without limitation, any state securities law, or any rule or regulation thereunder relating to the offer or sale of the Registrable Securities pursuant to the a Registration Statement (the matters in the foregoing clauses (i) through (iii) being, collectively, "Violations"). Subject to the restrictions set forth in Section 6(c) with respect to the number of legal counsel, the Company shall reimburse the Indemnified PersonHolders and each such controlling person, promptly as such expenses are incurred and are due and payable, for any reasonable legal fees or other reasonable expenses incurred by him, her or it them in connection with investigating or defending any such Claim. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section 6(a): (Ai) shall not apply to a Claim arising out of or based upon a Violation which occurs in reliance upon and in conformity with information furnished in writing to the Company by any Indemnified Person expressly for use in connection with the preparation of the Registration Statement or any such amendment thereof or supplement thereto, if such prospectus were timely made available by the Company pursuant to Section 3(c); (Bii) shall not be available to the extent such Claim is based on (Ia) a failure of the Holder to deliver or to cause to be delivered the prospectus made available by the Company or (IIb) the Indemnified Person's use of an incorrect prospectus despite being promptly advised in advance by the Company in writing not to use such incorrect prospectus; and (Ciii) shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of the Company, which consent shall not be unreasonably withheld. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Person and shall survive the resale of the Registrable Securities by the Holder Holders pursuant to the Registration Statement.

Indemnification by Company. To The Company will, and hereby agrees to, indemnify and hold harmless, to the fullest full extent permitted by law, each holder of Registrable Securities, its Affiliates and their respective officers, directors, shareholders, employees, advisors, agents, each other Person who participates as an underwriter, selling broker, dealer manager, or similar securities industry professional in the Company will, and hereby does, indemnify, hold harmless and defend the Holder and any agents offering or representatives thereofsale of Registrable Securities, and each Person, if any, Person who controls the Holder (within the meaning of the 1933 Securities Act or the Securities Exchange Act Act) any of 1934the foregoing Persons (collectively, as amended (the "1934 ActIndemnified Holder Parties") (each, an "Indemnified Person"), from and against any and all losses, claims, damages, liabilitiesliabilities (or actions or proceedings in respect thereof, judgments, fines, penalties, charges, costs, attorneys' fees, amounts paid in settlement whether or not such Indemnified Holder Party is a party thereto) and expenses, joint or several (collectivelyincluding reasonable costs of investigation and legal expenses) (each, a "ClaimsLoss" and collectively "), incurred in investigating, preparing or defending any action, claim, suit, inquiry, proceeding, investigation or appeal taken from the foregoing by or before any court or governmental, administrative or other regulatory agency, body or the SEC, whether pending or threatened, whether or not the Indemnified Person is or may be a party thereto (Losses"Indemnified Damages"), to which the Indemnified Person may become subject insofar as such Claims (or actions or proceedings, whether commenced or threatened, in respect thereof) arise arising out of or are based upon: upon (i) any untrue statement or alleged untrue statement of a material fact contained in the any Registration Statement under which such Registrable Securities were registered under the Securities Act (including any final, preliminary or summary Prospectus contained therein or any post-effective amendment thereof or supplement thereto or in any filing made in connection with the qualification of the offering under the securities or other "blue sky" laws of any jurisdiction in which Registrable Securities are offereddocuments incorporated by reference therein), or the (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements thereintherein (in the case of a Prospectus or preliminary Prospectus, in light of the circumstances under which the statements therein they were made, ) not misleading; provided, (ii) any untrue statement or alleged untrue statement of a material fact contained in the final prospectus (as amended or supplementedhowever, if the Company files any amendment thereof or supplement thereto with the SEC) or the omission or alleged omission to state therein any material fact necessary to make the statements made therein, in light of the circumstances under which the statements therein were made, not misleading, or (iii) any violation or alleged violation by the Company of the 1933 Act, the 1934 Act, any other law, including, without limitation, any state securities law, or any rule or regulation thereunder relating to the offer or sale of the Registrable Securities pursuant to the Registration Statement (the matters in the foregoing clauses (i) through (iii) being, collectively, "Violations"). Subject to the restrictions set forth in Section 6(c) with respect to the number of legal counsel, the Company shall reimburse the Indemnified Person, promptly as such expenses are incurred and are due and payable, for any reasonable legal fees or other reasonable expenses incurred by him, her or it in connection with investigating or defending any such Claim. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section 6(a): (A) shall not apply to a Claim arising out of or based upon a Violation which occurs in reliance upon and in conformity with information furnished in writing to the Company by any Indemnified Person expressly for use in connection with the preparation of the Registration Statement or any such amendment thereof or supplement thereto; (B) shall not be available to the extent such Claim is based on (I) a failure of the Holder to deliver or to cause to be delivered the prospectus made available by the Company or (II) the Indemnified Person's use of an incorrect prospectus despite being promptly advised in advance by the Company in writing not to use such incorrect prospectus; and (C) shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of that the Company, which consent shall not be unreasonably withheld. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Person and shall survive the resale of the Registrable Securities by the Holder pursuant to the Registration Statement.