Common use of Indemnification by Corporation Clause in Contracts

Indemnification by Corporation. In the event any Registrable Securities are included in a registration statement pursuant to this Agreement, the Corporation shall indemnify and hold harmless each holder of such Registrable Securities, its employees, officers, directors, agents and constituent partners and each Person who controls such holder (within the meaning of the Securities Act and the Exchange Act) against all losses, claims, damages, liabilities (joint or several) and expenses (or actions in respect thereof) in connection with any sale of Registrable Securities pursuant to a registration statement arising out of or based upon (i) any violation or alleged violation of the Securities Act, the Exchange Act or any state securities law, or any rule or regulation promulgated thereunder by the Corporation or any of its employees, officers, directors or agents or (ii) any untrue or alleged untrue statement of a material fact contained in any registration statement or preliminary or final prospectus relating to the registration of such Registrable Securities or any amendment or supplement thereto or any document incorporated by reference therein or any 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 in which they were made, not misleading, except insofar as the same are contained in any information furnished in writing to the Corporation by or on behalf of such holder or other indemnified Person expressly for use therein or are caused by such holder's failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after the Corporation has furnished such holder with a sufficient number of copies of the same. Subject to the provisions of Section 9(c), the Corporation will pay, indemnify, hold harmless and reimburse each holder of Registrable Securities, its officers, directors, agents, constituent partners and controlling Persons for any reasonable legal and other expenses as incurred in connection with investigating or defending any such losses, claims, damages, liabilities, expenses or actions for which such Person is entitled to indemnification hereunder. In connection with a firm commitment or best efforts underwritten offering, the Corporation will indemnify the underwriters or agents, their officers, directors, constituent partners and each Person who controls such underwriters (within the meaning of the Securities Act and the Exchange Act) or agents to the same extent as provided above (or such greater extent as may be customarily required by the managing underwriters) with respect to the indemnification of the holders of Registrable Securities.

Indemnification by Corporation. In the event of a registration or qualification of any of the Registrable Securities are included in a registration statement under the 1933 Act or Canadian Securities Laws pursuant to this AgreementArticle 2 (Cross Border Issues), Article 3 (Demand Registrations), Article 4 (Short Form Demand Registrations), or Article 5 (Piggyback Registrations), to the extent permitted by law, the Corporation shall will indemnify and hold harmless each holder seller of such Registrable SecuritiesSecurities thereunder, its employeeseach officer, officersdirector, directorsemployee, agents and constituent partners partner, member, shareholder or legal counsel of each seller, each signatory of the Prospectus on behalf of such seller, each underwriter (as defined in the 0000 Xxx) of such Registrable Securities thereunder and each Person other person, if any, who controls such holder (seller or underwriter within the meaning of the Securities 1933 Act and or the Exchange Act) , against all any losses, claims, damagesdamages or liabilities, liabilities solidary (joint joint) or several) and expenses , to which any such person may become subject under the 1933 Act, the Exchange Act, state securities or “blue sky” laws, Canadian Securities Laws or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) in connection with any sale of Registrable Securities pursuant to a registration statement arising arise out of or are based upon upon: (i) any violation or alleged violation of the Securities Act, the Exchange Act or any state securities law, or any rule or regulation promulgated thereunder by the Corporation or any of its employees, officers, directors or agents or (iia) any untrue statement or alleged untrue statement of a any material fact contained in any registration statement Registration Statement or preliminary Canadian Prospectus, or final prospectus relating any omission or alleged omission of a Canadian Prospectus to provide full, true and plain disclosure of all material facts related to the registration of Registrable Securities under which such Registrable Securities were registered or qualified pursuant to Article 2, Article 3, Article 4 or Article 5 and any preliminary Prospectus or final Prospectus contained therein, or any amendment or supplement thereto or any document incorporated by reference therein or any thereof; (b) 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 in which they were made, not misleading, except insofar as the same are contained in or any information furnished in writing to violation or alleged violation by the Corporation of the 1933 Act, the Exchange Act, any applicable state securities or “blue sky” laws, or any Canadian Securities Laws; or (c) any violation by the Corporation of any applicable securities law in connection with the qualification or on behalf sale of shares thereunder, and will reimburse each such holder person for any legal or other indemnified Person expressly for use therein or are caused expenses reasonably incurred by such holder's failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after the Corporation has furnished such holder with a sufficient number of copies of the same. Subject to the provisions of Section 9(c), the Corporation will pay, indemnify, hold harmless and reimburse each holder of Registrable Securities, its officers, directors, agents, constituent partners and controlling Persons for any reasonable legal and other expenses as incurred them in connection with investigating or defending any such lossesloss, claimsclaim, damagesdamage, liabilities, liability or action as such expenses or actions for which such Person is entitled to indemnification hereunderare incurred. In connection with a firm commitment or best efforts underwritten offeringHowever, the Corporation will indemnify is not liable in any such case if and to the underwriters extent that any such loss, claim, damage or agents, their officers, directors, constituent partners and each Person who controls liability arises out of or is based upon an untrue statement or omission made in conformity with or in reliance upon information furnished by any such underwriters party seeking indemnification hereunder in writing specifically for use in such Registration Statement (within including the meaning of the Securities Act and the Exchange ActProspectus comprised therein) or agents to the same extent as provided above Canadian Prospectus (preliminary or such greater extent as may be customarily required by the managing underwritersfinal) with respect to the indemnification of the holders of Registrable Securitiesor any amendment or supplement thereof.

Indemnification by Corporation. In the event any Registrable Securities are included in a registration statement pursuant The Corporation agrees to this Agreement, the Corporation shall indemnify and hold harmless each holder of such Registrable SecuritiesUMBFS, its employees, agents, officers, directors, agents affiliates and constituent partners nominees ("Indemnified Parties") from and each Person who controls such holder (within the meaning of the Securities Act against any and the Exchange Act) all claims, demands, actions and suits, and from and against any and all judgments, liabilities, losses, claims, damages, liabilities costs, charges, counsel fees and other expenses of every nature and character which may be asserted against or incurred by any Indemnified Party or for which any Indemnified Party may be held liable (joint or severala "Claim") and expenses (or actions in respect thereof) in connection with any sale of Registrable Securities pursuant to a registration statement arising out of or based upon in any way relating to any of the following: (ia) any violation action or alleged violation omission of UMBFS except to the extent a Claim resulted from UMBFS' willful misfeasance, bad faith, negligence in the performance of its duties or from reckless disregard by it of its obligations and duties hereunder; (b) UMBFS' reliance on, implementation of, or use of information, data, records and documents received by UMBFS from the Corporation, the Funds' investment adviser, legal counsel, independent accountants, administrator or custodian without investigation or verification, or reasonable reliance upon the same from a representative of any of the Securities Actother parties referenced in Section 11.08; (c) the reliance on, or the Exchange Act implementation of, any Instructions or any state securities lawother advice, instructions, requests or directions of the Corporation or from a representative of any of the parties referenced in Section 11.08, or any rule third party acting on behalf of the Corporation; (d) UMBFS' acting upon telephone or regulation promulgated thereunder by the Corporation or any of its employees, officers, directors or agents or (ii) any untrue or alleged untrue statement of a material fact contained in any registration statement or preliminary or final prospectus electronic instructions relating to the registration purchase, exchange or redemption of such Registrable Securities Shares received by UMBFS in accordance with procedures established by UMBFS and the Corporation; (e) any action taken by or omission of the Corporation, investment adviser or sub-adviser(s) or any amendment current service provider; (f) the acceptance, processing and/or negotiation of a fraudulent payment for the purchase of Shares unless the result of UMBFS' or supplement thereto its affiliates' willful misfeasance, bad faith or any document incorporated negligence in the performance of its duties or from reckless disregard by reference therein or any omission or alleged omission to state therein it of its obligations and duties under this Agreement. In the absence of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, except insofar as the same are contained in any information furnished in writing finding to the Corporation by or on behalf of such holder or other indemnified Person expressly for use therein or are caused by such holder's failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after the Corporation has furnished such holder with a sufficient number of copies of the same. Subject to the provisions of Section 9(c)contrary, the Corporation will payacceptance, indemnifyprocessing and/or negotiation of a fraudulent payment for the purchase of Shares shall be presumed not to have been the result of UMBFS' or its affiliates' willful misfeasance, hold harmless and reimburse each holder bad faith or negligence. (g) the offer or sale of Registrable Securities, its officers, directors, agents, constituent partners and controlling Persons Shares in violation of any requirement under the securities laws or regulations of any state that such Shares be qualified for sale in such state or in violation of any reasonable legal and other expenses as incurred in connection with investigating stop order or defending determination or ruling by any such losses, claims, damages, liabilities, expenses or actions for which such Person is entitled to indemnification hereunder. In connection with a firm commitment or best efforts underwritten offering, the Corporation will indemnify the underwriters or agents, their officers, directors, constituent partners and each Person who controls such underwriters (within the meaning of the Securities Act and the Exchange Act) or agents to the same extent as provided above (or such greater extent as may be customarily required by the managing underwriters) state with respect to the indemnification offer or sale of such Shares in such state; or (h) the Corporation's refusal or failure to comply with the terms of the holders Agreement, or any Claim that arises out of Registrable Securitiesthe Corporation's negligence or misconduct or breach of any representation or warranty of the Corporation made herein.

Indemnification by Corporation. In the event any Registrable Securities are included in a registration statement pursuant to this Agreement, the Corporation shall indemnify and hold harmless each holder of such Registrable Securities, its employees, officers, directors, agents directors and constituent partners and each Person who controls such holder (within the meaning of the Securities Act and the Exchange Act) against all losses, claims, damages, liabilities (joint or several) and expenses (or actions in respect thereof) in connection with any sale of Registrable Securities pursuant to a registration statement arising out of or based upon (i) any violation or alleged violation of the Securities Act, the Exchange Act or any state securities law, or any rule or regulation promulgated thereunder by the Corporation or any of its employees, officers, directors or agents or (ii) any untrue or alleged untrue statement of a material fact contained in any registration statement or preliminary or final prospectus relating to the registration of such Registrable Securities or any amendment or supplement thereto or any document incorporated by reference therein or any 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 in which they were made, not misleading, except insofar as the same are contained in any information furnished in writing to the Corporation by or on behalf of such holder or other indemnified Person expressly for use therein or are caused by such holder's failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after the Corporation has furnished such holder with a sufficient number of copies of the same. Subject to the provisions of Section 9(c), the Corporation will pay, indemnify, hold harmless and reimburse each holder of Registrable Securities, its officers, directors, agents, constituent partners and controlling Persons for any reasonable legal and other expenses as incurred in connection with investigating or defending any such losses, claims, damages, liabilities, expenses or actions for which such Person is entitled to indemnification hereunder. In connection with a firm commitment or best efforts underwritten offering, the Corporation will indemnify the underwriters or agents, their officers, directors, constituent partners and each Person who controls such underwriters (within the meaning of the Securities Act and the Exchange Act) or agents to the same extent as provided above (or such greater extent as may be customarily required by the managing underwriters) with respect to the indemnification of the holders of Registrable Securities.

Indemnification by Corporation. In The Corporation hereby agrees to indemnify and save harmless the event Investor from and against all manner of debts, losses, demands, claims, actions, causes of action, damage, liabilities, costs, expenses, or penalties, whatsoever and howsoever arising (collectively, the "Investor's Damages"), incurred by the Investor at any Registrable Securities time hereafter, whether directly, or indirectly, or through the diminished value of the Securities, that are included existing, arising, accruing, incurred or outstanding as of the Time of Closing on the Closing Date, or that arise thereafter in a registration statement pursuant respect of transactions to and including the Time of Closing on the Closing Date and that are: (a) Attributable to the breach or incorrectness of any and each of the representations, warranties or covenants in this Agreement or that are given in any of the Transaction Documents in favour of the Investor; (b) All reasonable costs and expenses of the Investor in pursuing its remedies under this Agreement, including reasonable legal fees and expenses on a solicitor and client basis; and (c) Interest on all of the amounts aforesaid at the pre-judgment and post-judgment interest rates allowed by courts of competent jurisdiction in the state of Minnesota; provided, however, that notice of such claim for indemnity is given by the Investor to the Corporation during the Investor's Period. The indemnities given in this Section 7.2 are separate and distinct from any indemnities given by, or any obligations of, the Corporation in any other Transaction Document and shall not merge with, or be in substitution for, any such indemnities or obligations, all of which are hereby expressed to be separately enforceable covenants. The foregoing liability of the Corporation shall indemnify and hold harmless each holder not arise or be effective, except in the case of such Registrable Securitiesfraud, its employees, officers, directors, agents and constituent partners and each Person who controls such holder (within until the meaning aggregate amount of the Securities Act and the Exchange Act) against all losses, claims, damages, liabilities (joint or several) and expenses (or actions in respect thereof) in connection with any sale of Registrable Securities pursuant to a registration statement arising out of or based upon (i) any violation or alleged violation of the Securities Act, the Exchange Act or any state securities law, or any rule or regulation promulgated thereunder by liability claims hereunder exceeds $25,000.00 at which time the Corporation or any of its employees, officers, directors or agents or (ii) any untrue or alleged untrue statement of a material fact contained in any registration statement or preliminary or final prospectus relating to shall be liable for all such liability claims including the registration of such Registrable Securities or any amendment or supplement thereto or any document incorporated by reference therein or any 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 in which they were made, not misleading, except insofar as the same are contained in any information furnished in writing to the Corporation by or on behalf of such holder or other indemnified Person expressly for use therein or are caused by such holder's failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after the Corporation has furnished such holder with a sufficient number of copies of the same. Subject to the provisions of Section 9(c), the Corporation will pay, indemnify, hold harmless and reimburse each holder of Registrable Securities, its officers, directors, agents, constituent partners and controlling Persons for any reasonable legal and other expenses as incurred in connection with investigating or defending any such losses, claims, damages, liabilities, expenses or actions for which such Person is entitled to indemnification hereunder. In connection with a firm commitment or best efforts underwritten offering, the Corporation will indemnify the underwriters or agents, their officers, directors, constituent partners and each Person who controls such underwriters (within the meaning of the Securities Act and the Exchange Act) or agents to the same extent as provided above (or such greater extent as may be customarily required by the managing underwriters) with respect to the indemnification of the holders of Registrable Securitiesfirst $25,000.00 thereof.

Indemnification by Corporation. In To the event any Registrable Securities are included in a registration statement pursuant to this Agreementextent permitted by law, the Corporation shall will indemnify and hold harmless each holder of such Registrable SecuritiesHolder, its employees, officers, directors, agents and constituent partners and each Person who controls such holder (within the meaning of the Securities Act and the Exchange Act) against all any losses, claims, damages, liabilities (including reasonable attorneys' fees) or expenses (joint or several) and expenses incurred (or actions in respect thereofcollectively, "Claims") in connection with any sale of Registrable Securities pursuant to a registration statement arising out of or based upon (i) any violation or alleged violation of which he may 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 any state securities lawof the following statements, omissions or violations in the Registration Statement, or any rule or regulation promulgated thereunder by the Corporation post-effective amendment thereof, or any of its employees, officers, directors or agents or prospectus included therein: (iii) any untrue statement or alleged untrue statement of a material fact contained in any registration statement or preliminary or final prospectus relating to the registration of such Registrable Securities Registration Statement or any post-effective amendment thereof or supplement thereto or any document incorporated by reference therein or any the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein 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 Corporation 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 in under which they the statements therein were made, not misleading, except insofar as the same are contained in ; or (iii) any information furnished in writing to violation or alleged violation by the Corporation by or on behalf of such holder or other indemnified Person expressly for use therein or are caused by such holder's failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after the Corporation has furnished such holder with a sufficient number of copies of the same. Subject to the provisions of Section 9(c), the Corporation will pay, indemnify, hold harmless and reimburse each holder of Registrable Securities, its officers, directors, agents, constituent partners and controlling Persons for any reasonable legal and other expenses as incurred in connection with investigating or defending any such losses, claims, damages, liabilities, expenses or actions for which such Person is entitled to indemnification hereunder. In connection with a firm commitment or best efforts underwritten offering, the Corporation will indemnify the underwriters or agents, their officers, directors, constituent partners and each Person who controls such underwriters (within the meaning of the Securities Act and Act, the Exchange Act, any state securities law or any rule or regulation under the Securities Act, the Exchange Act or any state securities law (the matters in the foregoing clauses (i) or agents to the same extent as provided above through (or such greater extent as may be customarily required by the managing underwritersiii) with respect to the indemnification of the holders of Registrable Securitiesbeing, collectively, "Violations").

Indemnification by Corporation. In Each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (“Proceeding”), by reason of the event fact that he or she, or a person of whom he or she is the legal representative, is or was a director or officer of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, or was a director, officer, employee or agent of a corporation which was a predecessor corporation of the corporation or of another enterprise at the request of such predecessor corporation, whether the basis of such Proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any Registrable Securities are included other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the corporation to the fullest extent authorized by the California General Corporation Law, against all expenses, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a registration statement pursuant person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that, except as provided in this AgreementArticle VIII of these bylaws, the Corporation corporation shall indemnify and hold harmless each holder of any such Registrable Securities, its employees, officers, directors, agents and constituent partners and each Person who controls such holder (within the meaning of the Securities Act and the Exchange Act) against all losses, claims, damages, liabilities (joint or several) and expenses (or actions in respect thereof) person seeking indemnity in connection with any sale a Proceeding (or part thereof) initiated by such person only if such Proceeding (or part thereof) was authorized by the board of Registrable Securities pursuant to a registration statement arising out of or based upon (i) any violation or alleged violation directors of the Securities Actcorporation. The right to indemnification conferred by this Section shall include the right to be paid by the corporation expenses incurred in defending any such Proceeding in advance of its final disposition to the fullest extent authorized by the California General Corporation Law; provided, however, that, if required by the California General Corporation Law, the Exchange Act or any state securities law, or any rule or regulation promulgated thereunder payment of such expenses incurred by such person in advance of the Corporation or any final disposition of its employees, officers, directors or agents or (ii) any untrue or alleged untrue statement of a material fact contained in any registration statement or preliminary or final prospectus relating such Proceeding shall be made only upon delivery to the registration corporation of such Registrable Securities or any amendment or supplement thereto or any document incorporated by reference therein or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements thereinan undertaking, in light of the circumstances in which they were made, not misleading, except insofar as the same are contained in any information furnished in writing to the Corporation by or on behalf of such holder or other indemnified Person expressly for use therein or are caused by person, to repay all amounts so advanced if it should be determined ultimately that such holder's failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after the Corporation has furnished such holder with a sufficient number of copies of the same. Subject to the provisions of Section 9(c), the Corporation will pay, indemnify, hold harmless and reimburse each holder of Registrable Securities, its officers, directors, agents, constituent partners and controlling Persons for any reasonable legal and other expenses as incurred in connection with investigating or defending any such losses, claims, damages, liabilities, expenses or actions for which such Person person is not entitled to indemnification hereunder. In connection with a firm commitment be indemnified under this Section or best efforts underwritten offering, the Corporation will indemnify the underwriters or agents, their officers, directors, constituent partners and each Person who controls such underwriters (within the meaning of the Securities Act and the Exchange Act) or agents to the same extent as provided above (or such greater extent as may be customarily required by the managing underwriters) with respect to the indemnification of the holders of Registrable Securitiesotherwise.

Indemnification by Corporation. In the event of a registration or qualification of any of the Registrable Securities are included in a registration statement under the 1933 Act or Canadian Securities Laws pursuant to this AgreementArticle 2 or Article 3, the Corporation shall will indemnify and hold harmless each holder seller of such Registrable SecuritiesSecurities thereunder, its employeeseach partner, officersmember, directorsstockholder, agents beneficiary, trustee, officer or director and constituent partners agent of each seller, each signatory of the Prospectus on behalf of such seller, each underwriter of such Registrable Securities thereunder and each Person other person, if any, who controls such holder (seller or underwriter within the meaning of the Securities 1933 Act and or the Exchange Act) , against all any losses, claims, damagesdamages or liabilities, liabilities (joint or several) , to which any such person may become subject under the 1933 Act, the Exchange Act, state securities or "blue sky" laws, rules and expenses regulations promulgated under the 1933 Act, the Exchange Act or state securities or "blue sky" laws, Canadian Securities Laws or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) in connection with any sale of Registrable Securities pursuant to a registration statement arising arise out of or are based upon (i) any violation or alleged violation of the Securities Act, the Exchange Act or any state securities law, or any rule or regulation promulgated thereunder by the Corporation or any of its employees, officers, directors or agents or (ii) any untrue statement or alleged untrue statement of a any material fact contained in any registration statement Registration Statement (including the Prospectus comprised therein) or preliminary or final prospectus relating to the registration of Canadian Prospectus under which such Registrable Securities were registered or qualified pursuant to Article 2 or Article 3 and any preliminary Prospectus or final Prospectus contained therein, or any amendment or supplement thereto thereof, or any document incorporated by reference therein arise out of or any are based upon 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 in which they were made, not misleading, except insofar as or any violation or alleged violation by the same are contained Corporation of the 1933 Act, the Exchange Act, any applicable state securities or "blue sky" laws, any rules or regulations promulgated under the 1933 Act, the Exchange Act or state securities or "blue sky" laws, or any Canadian Securities Laws and will reimburse each such person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such actual or potential loss, claim, damage, liability or action; provided, however, that the Corporation will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based on (i) an untrue statement or omission made in conformity with or in reliance upon information furnished by any such person seeking indemnification hereunder in writing to the Corporation by or on behalf of such holder or other indemnified Person expressly specifically for use therein in such Registration Statement (including the Prospectus comprised therein) or are caused by Canadian Prospectus (preliminary or final) or any amendment or supplement thereof, or (ii) such holderseller's failure to deliver to its immediate purchaser a copy of the registration statement Registration Statement, Prospectus or prospectus Canadian Prospectus, or any amendments or supplements thereto (if required by applicable law to be so delivered) after the Corporation has furnished such holder seller with a sufficient number of copies of the same. Subject to the provisions of Section 9(c), the Corporation will pay, indemnify, hold harmless and reimburse each holder of Registrable Securities, its officers, directors, agents, constituent partners and controlling Persons for any reasonable legal and other expenses as incurred in connection with investigating or defending any such losses, claims, damages, liabilities, expenses or actions for which such Person is entitled to indemnification hereunder. In connection with a firm commitment or best efforts underwritten offering, the Corporation will indemnify the underwriters or agents, their officers, directors, constituent partners and each Person who controls such underwriters (within the meaning of the Securities Act and the Exchange Act) or agents to the same extent as provided above (or such greater extent as may be customarily required by the managing underwriters) with respect to the indemnification of the holders of Registrable Securities.

Indemnification by Corporation. In the event of any ------------------------------ registration of any Registrable Securities are included in a registration statement pursuant to this Agreementof the Corporation under the Securities Act, the Corporation shall will, and hereby does, indemnify and hold harmless the Stockholders, each holder of such Registrable SecuritiesPerson, its employeesif any, officers, directors, agents and constituent partners and each Person who controls such holder (any Stockholder within the meaning of the Securities Act Act, each other Person who participates as an underwriter in the offering or sale of such securities and each other Person who controls any such underwriter within the Exchange meaning of the Securities Act) , against all any expenses, losses, claims, damages, damages or liabilities (joint or several) and expenses (or actions in respect thereof), joint or several, to which the Stockholders or their respective controlling Persons, or any such underwriter or its controlling Persons may become subject under the Securities Act or otherwise, insofar as such expenses, losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) in connection with any sale of Registrable Securities pursuant to a registration statement arising arise out of or are based upon (i) any violation or alleged violation of the Securities Act, the Exchange Act or any state securities law, or any rule or regulation promulgated thereunder by the Corporation or any of its employees, officers, directors or agents or (ii) any untrue statement or alleged untrue statement of a any material fact contained in any the registration statement or preliminary or final prospectus relating to the registration of under which such Registrable Securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto or any document incorporated by reference therein thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances in under which they were made, not misleading, except insofar as or any violation by the same are contained in Corporation of the Securities Act, the Exchange Act, any information furnished in writing state securities law or any rule or regulation promulgated under such laws applicable to the Corporation by or on behalf of in connection with any such holder or other indemnified Person expressly for use therein or are caused by such holder's failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after the Corporation has furnished such holder with a sufficient number of copies of the same. Subject to the provisions of Section 9(c)registration, and the Corporation will pay, indemnify, hold harmless reimburse the Stockholders and reimburse their respective controlling Persons and each holder of Registrable Securities, such underwriter and its officers, directors, agents, constituent partners and controlling Persons for any reasonable legal and or any other expenses reasonably incurred by them, as incurred such expenses are incurred, in connection with investigating or defending any such lossesexpense, claimsloss, damagesclaim, liabilitiesliability, expenses action or actions for which such Person is entitled to indemnification hereunder. In connection with a firm commitment or best efforts underwritten offeringproceedings; provided, however, that -------- ------- the Corporation will indemnify shall not be liable in any such case to the underwriters extent that any such expense, loss, claim, damage or agentsliability (or action or proceeding in respect thereof) arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, their officersany such preliminary prospectus, directorsfinal prospectus, constituent partners summary prospectus, amendment or supplement in reliance upon and each Person who controls such underwriters (within in conformity with written information furnished to the meaning Corporation by any Stockholder, specifically stating that it is for use in the preparation thereof. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Securities Act Stockholders or their respective controlling Persons, or any such underwriter or its controlling Persons, and shall survive the Exchange Act) or agents to the same extent as provided above (or transfer of such greater extent as may be customarily required securities by the managing underwriters) with respect to the indemnification of the holders of Registrable SecuritiesStockholders.

Indemnification by Corporation. In the event any Registrable Securities are included in a registration statement pursuant to this Agreement, the Corporation shall indemnify and hold harmless each holder of such Registrable Securities, its employees, officers, directors, agents and constituent partners and each Person who controls such holder (within the meaning of the Securities Act and the Exchange Act) against all losses, claims, damages, liabilities (joint or several) and expenses (or actions in respect thereof) in connection with any sale of Registrable Securities pursuant to a registration statement arising out of or based upon (i) any violation or alleged violation of the Securities Act, the Exchange Act or any state securities law, or any rule or regulation promulgated thereunder by the Corporation or any of its employees, officers, directors or agents or (ii) any untrue or alleged untrue statement of a material fact contained in any registration statement or preliminary or final prospectus relating to the registration of such Registrable Securities or any amendment or supplement thereto or any document incorporated by reference therein or any 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 in which they were made, not misleading, except insofar as the same are contained in any information furnished in writing to the Corporation by or on behalf of such holder or other indemnified Person expressly for use therein or are caused by such holder's ’s failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after the Corporation has furnished such holder with a sufficient number of copies of the same. Subject to the provisions of Section 9(c), the Corporation will pay, indemnify, hold harmless and reimburse each holder of Registrable Securities, its officers, directors, agents, constituent partners and controlling Persons for any reasonable legal and other expenses as incurred in connection with investigating or defending any such losses, claims, damages, liabilities, expenses or actions for which such Person is entitled to indemnification hereunder. In connection with a firm commitment or best efforts underwritten offering, the Corporation will indemnify the underwriters or agents, their officers, directors, constituent partners and each Person who controls such underwriters (within the meaning of the Securities Act and the Exchange Act) or agents to the same extent as provided above (or such greater extent as may be customarily required by the managing underwriters) with respect to the indemnification of the holders of Registrable Securities.

Indemnification by Corporation. In the event any Registrable Securities are included in a registration statement pursuant to this Agreement, the The Corporation shall indemnify and hold harmless harmless, to the fullest extent permitted by law, each holder Investor, each of such Registrable Securities, its employees, officers, directors, agents and constituent partners and each Person person who controls such holder Investor (within the meaning of the Securities Act and the Exchange Act1000 Xxx) against all losses, claims, damages, liabilities liabilities, costs (joint or severalincluding, without limitation, reasonable attorney’s fees) amounts paid in settlement and expenses incurred by such person (or actions in respect thereofcollectively, “Claims”) in connection with any sale of Registrable Securities pursuant to a registration statement arising insofar as such Claim arises out of or is based upon upon: (i) any violation or alleged violation of the Securities Act, the Exchange Act or any state securities law, or any rule or regulation promulgated thereunder by the Corporation or any of its employees, officers, directors or agents or (ii) any untrue or alleged untrue statement of a material fact contained in any registration statement Registration Statement or preliminary or final prospectus relating to the registration of such Registrable Securities or any amendment or supplement thereto or any document incorporated by reference therein Canadian Prospectus, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein 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 Corporation 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 in under which they the statements therein were made, not misleading, except insofar as or (iii) any violation by the same are contained in Corporation of any information furnished in writing federal, state, provincial, territorial or common law, rule or regulation applicable to the Corporation by in connection with any Registration Statement, Prospectus or on behalf of such holder any preliminary Prospectus, or other indemnified Person expressly for use therein any amendment or are caused by such holder's failure to deliver a copy supplement thereto (clauses (i), (ii) and (iii) being collectively, “Violations”), and shall reimburse, in accordance with subparagraph (c) below, each of the registration statement or prospectus or any amendments or supplements thereto after the Corporation has furnished such holder with a sufficient number of copies of the same. Subject to the provisions of Section 9(c), the Corporation will pay, indemnify, hold harmless and reimburse each holder of Registrable Securities, its officers, directors, agents, constituent partners and controlling Persons foregoing persons for any reasonable legal and any other expenses as reasonably incurred in connection with investigating or defending any such lossesclaims. Notwithstanding anything to the contrary contained herein, claims, damages, liabilities, expenses the indemnification agreement contained in this Section 6(a): (i) shall not apply to a Claim by an indemnified person arising out of or actions based upon a Violation that occurs in reliance upon and in conformity with information furnished in writing to the Corporation by such indemnified person or by a Investor on behalf of such indemnified person expressly for which such Person is entitled to indemnification hereunder. In use in connection with the preparation of the Registration Statement or Prospectus or any such amendment thereof or supplement thereto and; (ii) shall not be available to the extent such Claim is based on a firm commitment failure of the Investor to deliver or best efforts underwritten offering, to cause to be delivered the Prospectus made available by the Corporation will indemnify pursuant to Section 3(k) if such Prospectus was timely made available by the underwriters Corporation reasonably in advance to the time delivery of such Prospectus was required of such indemnified person. Indemnity under this Section 5(a) shall remain in full force and effect regardless of any investigation made by or agents, their officers, directors, constituent partners on behalf of any indemnified party and each Person who controls such underwriters (within shall survive the meaning permitted transfer of the Securities Act and the Exchange Act) or agents to the same extent as provided above (or such greater extent as may be customarily required by the managing underwriters) with respect to the indemnification of the holders of Registrable Securities.