Common use of Indemnification by Investors Clause in Contracts

Indemnification by Investors. Each Investor will indemnify the Company, each of its directors and officers, each legal counsel and independent accountant of the Company, each person who controls the Company within the meaning of the Securities Act, any underwriter, and each other Investor, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on (A) any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, prospectus, offering circular or other similar document, 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 in the light of the circumstances under which they were made, and will reimburse the Company, such directors, and officers, control persons, underwriter and each other Investor for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, as incurred, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished in writing to the Company by an instrument duly executed by such Investor and stated to be specifically for use therein or furnished by such Investor to the Company in response to a request by the Company stating specifically that such information will be used by the Company therein; or (B) any breach of any representation or warranty of such Investor in this Agreement. Provided, however, that the indemnity agreement provided in this Section 7 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the written consent of the Investor, which consent shall not be unreasonably withheld. In no event shall an Investor’s indemnification obligation exceed the net proceeds received from its sale of Shares in such offering.

Indemnification by Investors. Each In connection with any Registration, each Investor participating therein will indemnify furnish to the Company in writing such information with respect to such Investor as the Company reasonably requests for use in connection with any Registration Statement, Prospectus or preliminary Prospectus, and agrees to indemnify, to the full extent permitted by law, the Company, each of its the directors and officers, each legal counsel and independent accountant officers of the Company, Company signing the Registration Statement and each person who controls the Company (within the meaning of the Securities Act and the Exchange Act) against any losses, any underwriter, and each other Investor, against all claims, lossesdamages, damages liabilities and liabilities (or actions in respect thereof) arising out of or based on (A) expenses resulting from any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, prospectus, offering circular or other similar document, 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 in the Registration Statement, Prospectus or preliminary Prospectus (in the case of the Prospectus or any preliminary Prospectus, in light of the circumstances under which they were made) not misleading, and will reimburse the Company, such directors, and officers, control persons, underwriter and each other Investor for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, as incurred, in each case to the extent, but and only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity caused by any information with written information respect to the Investor so furnished in writing to by the Company by an instrument duly executed by such Investor and stated to be or its representative specifically for use therein or furnished by such Investor to the Company in response to a request by the Company stating specifically that such information will be used by the Company inclusion therein; or (B) any breach of any representation or warranty of such Investor in this Agreement. Provided, however, that the indemnity agreement provided in this Section 7 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the written consent of the Investor, which consent shall not be unreasonably withheld. In no event shall an Investor’s indemnification obligation exceed the net liability of any selling Investor be greater in amount than the dollar amount of the proceeds received from its by such Investor upon the sale of Shares the Registrable Securities giving rise to such indemnification obligation. The Company shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above with respect to information with respect to such offeringpersons or entities so furnished in writing by such persons or entities or their representatives specifically for inclusion in any Registration Statement, Prospectus or preliminary Prospectus.

Indemnification by Investors. Each In connection with any registration statement filed pursuant to this Agreement to effect a Registration, each Investor will indemnify that is a holder of Registrable Securities participating in such Registration agrees, severally and not jointly, to (and, as a condition precedent to the filing of such registration statement, the Company may require an undertaking reasonably satisfactory to it from each such participating Investor and from any prospective underwriter therefor agreeing to) indemnify, to the fullest extent permitted by law, the Company, each officer of its directors and officersthe Company who signs the registration statement, each legal counsel and independent accountant director of the Company, Company and each person Person who controls the Company (within the meaning of the Securities Act, any underwriter, and each other Investor) the Company, against all claims, losses, damages and liabilities (or actions in respect thereof) any Losses arising out of or based on (A) upon any untrue statement (or alleged untrue statement) statement of a material fact contained in any such registration statement, prospectus, offering circular or other similar document, statement or any omission (or alleged omission) to state therein omission of a material fact required to be stated therein or necessary to make the statements therein not misleading or by any untrue or alleged untrue statement of a material fact included in any prospectus forming a part of such registration statement or preliminary prospectus or final prospectus, or any amendment or supplement thereof or any omission or alleged omission of a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, and will reimburse the Companynot misleading, such directors, and officers, control persons, underwriter and each other Investor for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, as incurred, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made contained in any information with respect to such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information Investor so furnished in writing to the Company by an instrument duly executed by such Investor and stated to be specifically or its representative expressly for use therein or furnished by such Investor to the Company in response to a request by the Company stating specifically that such information will be used by the Company therein; or (B) any breach of any representation or warranty of such Investor in this Agreement. Providedprovided, however, that the indemnity agreement provided no such Investor shall be responsible for Losses in this Section 7 shall not apply to amounts paid in settlement excess of any such loss, claim, damage, liability or action if such settlement is effected without the written consent of the Investor, which consent shall not be unreasonably withheld. In no event shall an Investor’s indemnification obligation exceed the net proceeds to be received by such Investor from its the sale of Shares Registrable Securities covered by the applicable registration statement. The Company shall be entitled to receive indemnities from underwriters, selling brokers, dealer-managers and similar securities/industry professionals participating in such offeringthe distribution as set forth in the customary underwriting agreement or engagement agreements with respect thereto.

Indemnification by Investors. Each Investor will severally and not jointly indemnify the Company, each of its directors and officers, each legal counsel and independent accountant of the Company, each person who controls the Company within the meaning of the Securities Act, any underwriter, and each other Investor, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on (A) any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, prospectus, offering circular or other similar document, 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 in the light of the circumstances under which they were made, and will reimburse the Company, such directors, and officers, control persons, underwriter and each other Investor for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, as incurred, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished in writing to the Company by an instrument duly executed by such Investor and stated to be specifically for use therein or furnished by such Investor to the Company in response to a request by the Company stating specifically that such information will be used by the Company therein; or (B) any breach of any representation or warranty of such Investor in this Agreement. ProvidedNotwithstanding the foregoing, however, that the indemnity agreement provided in this Section 7 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the written consent of the Investor, which consent shall not be unreasonably withheld. In no event shall an Investor’s indemnification obligation exceed the net proceeds received from its sale of Shares in such offering.

Indemnification by Investors. Each In connection with any Registration Statement in which an Investor is participating, such Investor will severally and not jointly indemnify the Company, each of its directors and officers, each legal counsel and independent accountant of the Company, each person who controls the Company within the meaning of the Securities Act, any underwriterunderwriter (the “Company’s Agents”), and each other Investor, against all claims, losses, damages and liabilities (or actions in respect thereof) Liabilities arising out of or based on (A) any untrue statement (or alleged untrue statement) of a material fact contained in the Registration Statement, any such registration statement, prospectus, offering circular or other similar document, 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 in the light of the circumstances under which they were made, and will reimburse the Company, such directors, and officers, control persons, underwriter the Company’s Agents and each other Investor for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or actionLiabilities, as such expenses are incurred, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statementthe Registration Statement, any prospectus, offering circular or other similar document in reliance upon and in conformity with written information furnished in writing to the Company by an instrument duly executed by such Investor and stated to be specifically for use therein or furnished by such Investor to therein. Notwithstanding the Company in response to a request by the Company stating specifically that such information will be used by the Company therein; or (B) any breach of any representation or warranty of such Investor in this Agreement. Providedforegoing, however, that the indemnity agreement provided in this Section 7 7.2 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action Liabilities if such settlement is effected without the written consent of the Investor, which consent shall not be unreasonably withheld. In no event shall an Investor’s indemnification obligation exceed the net proceeds received from its sale of Shares in such offeringthe Shares.

Indemnification by Investors. Each Investor In connection with any Registration Statement in which a holder of Registrable Securities is participating, each such holder will furnish to the Company in writing information concerning such holder that is required by the provisions of applicable law and regulation to be included in a Registration Statement as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus and, to the extent permitted by law, each such holder, jointly and severally, will indemnify the Company, each of its directors and officers, and each legal counsel and independent accountant of the Company, each person Person who controls the Company (within the meaning of the Securities Act) the Company against any losses, any underwriter, and each other Investor, against all claims, lossesdamages, damages liabilities and liabilities (or actions in respect thereof) arising out of or based on (A) expenses resulting from any untrue statement (or alleged untrue statement) statement of a material fact contained in the Registration Statement, Prospectus or preliminary prospectus or any such registration statement, prospectus, offering circular amendment thereof or other similar document, supplement thereto or any omission (or alleged omission) to state therein omission of a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made, and will reimburse the Company, such directors, and officers, control persons, underwriter and each other Investor for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, as incurred, in each case to the extentmisleading, but only to the extent, extent that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made contained in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written any information so furnished in writing to the Company by an instrument duly executed by such Investor and stated to be specifically holder expressly for use therein or furnished by in connection with such Investor to the Company in response to a request by the Company stating specifically that such information will be used by the Company thereinRegistration Statement; or (B) any breach of any representation or warranty of such Investor in this Agreement. Providedprovided, however, that the indemnity agreement provided contained in this Section 7 7.2 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability liability, or action if such settlement is effected without the written consent of the Investorsuch holder, which consent shall not be unreasonably withheld. In withheld or delayed; and provided, further, that, in no event shall an Investor’s indemnification obligation any indemnity under this Section 7.2 exceed the net proceeds from the offering actually received from its sale of Shares in by such offeringholder.

Indemnification by Investors. Each Investor will will, in the event that any registration is being effected under the Securities Act pursuant to this Agreement of any Registrable Securities held by such Investor, indemnify and hold harmless the Company, each of its directors and officersofficers and each underwriter (if any), and each legal counsel and independent accountant of the Companyother person, each person if any, who controls the Company such Investor or such underwriter within the meaning of the Securities Act, against any underwriterlosses, and each other Investor, against all claims, judgments, damages or liabilities, whether joint or several, insofar as such losses, claims, judgments, damages and or liabilities (or actions in respect thereof) arising arise out of or are based on (A) upon any untrue statement (or alleged allegedly untrue statement) statement of a material fact contained in any Registration Statement under which the sale of such registration statementRegistrable Securities was registered under the Securities Act, any preliminary prospectus, offering circular final prospectus or other similar documentsummary prospectus contained in the Registration Statement, or any amendment or supplement to the Registration Statement, or arise out of or are based upon any omission (or the alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements statement therein not misleading in misleading, if the light of the circumstances under which they were made, and will reimburse the Company, such directors, and officers, control persons, underwriter and each other Investor for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, as incurred, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is was made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished in writing to the Company by an instrument duly executed by such Investor and stated to be specifically expressly for use therein therein, and shall reimburse the Company, its directors and officers, and each such controlling person for any legal or furnished other expenses reasonably incurred by such Investor to the Company any of them in response to a request by the Company stating specifically that such information will be used by the Company therein; connection with investigation or (B) any breach of any representation or warranty of such Investor in this Agreement. Provided, however, that the indemnity agreement provided in this Section 7 shall not apply to amounts paid in settlement of defending any such loss, claim, damage, liability or action if such settlement is effected without the written consent of the Investor, which consent shall not be unreasonably withheldaction. In no event shall an Each Investor’s indemnification obligation exceed obligations hereunder shall be several and not joint and shall be limited to the amount of any net proceeds actually received from its sale of Shares in by such offeringselling holder.

Indemnification by Investors. Each In the event of any registration of any Shares under the Securities Act pursuant to this Purchase Agreement, each Investor will severally indemnify and hold harmless, to the full extent permitted by law, Company, each of its directors and officers, general partners, limited partners and managing directors, and each legal counsel and independent accountant of the Companyother Person, each person if any, who controls the Controls, is Controlled by or is under common Control with Company within the meaning of the Securities Act, any underwriter, Act and each other InvestorInvestor against any and all losses, against all claims, damages or liabilities, joint or several, and expenses (including any amounts paid in any settlement effected with Investor's consent, which consent will not be unreasonably withheld) to which Company, any such director or officer or general or limited partner or managing director or any such Controlling Person or such other Investor may become subject under the Securities Act, United States state securities "blue sky" laws, common law or otherwise, insofar as such losses, claims, damages and or liabilities (or actions or proceedings in respect thereof) arising or expenses arise out of or are based on upon (A) any untrue statement (or alleged untrue statement) statement of a material any Material fact contained in any registration statement under which such registration statementShares were registered under the Securities Act, any preliminary prospectus, offering circular final or other similar documentsummary prospectus contained therein, or any amendment or supplement thereto, or (B) any omission (or alleged omission) omission to state therein a material Material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made, and will misleading. Investor shall reimburse the Company, such directors, and officers, control persons, underwriter Company and each such director, officer, general or limited partner, managing director and Controlling Person and such other Investor for any legal or any other expenses reasonably incurred by them in connection with investigating or defending such loss, claim, liability, action or proceeding; provided however, that each Investor shall be liable hereunder (i) in any such claim, loss, damage, liability or action, as incurred, in each case to the extent, but if and only to the extent, extent that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished in writing to the Company by an instrument duly executed by such Investor and stated to be specifically for use therein or furnished by such Investor to the Company in response to a request by the Company stating specifically that such information will be used by the Company therein; or (B) any breach of any representation or warranty of such Investor in this Agreement. Provided, however, that the indemnity agreement provided in this Section 7 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability (or action if or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or omission made in reliance upon and in conformity with information regarding such settlement is effected without Investor furnished to Company in writing by such Investor specifically for use in the written consent of registration statement or prospectus, and (ii) in any event in no greater amount than the Investor, which consent shall not be unreasonably withheld. In no event shall an Investor’s indemnification obligation exceed the net gross proceeds (including any underwriting commission or discount) received by such Investor from its sale of Shares pursuant to such registration statement or prospectus. The indemnity provided for herein shall remain in full force and effect regardless of any investigation made by or on behalf of Company or any such offeringdirector, officer, general partner, limited partner, managing director, Controlling Person or other Investor and shall survive the transfer of such Shares by the indemnifying Investor.