Common use of Indemnification by Investors Clause in Contracts

Indemnification by Investors. Each Investor agrees to indemnify and hold harmless, to the fullest extent permitted by Law, (i) the Company and its officers, directors, stockholders, employees, advisors, agents and Affiliates, (ii) each of the Company’s Affiliates’ officers, directors, stockholders, employees, advisors, agents, and (iii) each Person who controls the Company (within the meaning of the Securities Act, the Exchange Act or the Canadian Securities Laws), against any and all Losses arising out of or based on (A) any untrue statement (or alleged untrue statement) of a material fact made by such Investor contained in the Investor Registration Statement (including any Investor Prospectus) or any other document incorporated by reference therein or (B) any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements by such Investor therein not false or misleading (in the case of any Investor Prospectus, in light of the circumstances under which they were made), and will reimburse the Persons listed above for any reasonable and documented legal or any other expenses reasonably incurred in connection with investigating or defending any such Losses, 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 reliance upon and in conformity with written information furnished to the Company by such Investor and stated to be specifically for use in such Investor Registration Statement or Investor Prospectus, provided, however, that the obligations of each Investor hereunder shall be limited to such Investor’s respective Subscription Price.

Indemnification by Investors. Each Investor agrees to shall, severally and not jointly, indemnify and hold harmlessharmless the Company and its directors, officers, agents and employees to the fullest extent permitted by Lawapplicable law, (i) the Company from and its officers, directors, stockholders, employees, advisors, agents and Affiliates, (ii) each of the Company’s Affiliates’ officers, directors, stockholders, employees, advisors, agents, and (iii) each Person who controls the Company (within the meaning of the Securities Act, the Exchange Act or the Canadian Securities Laws), against any and all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review) arising solely out of any untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto, or arising out of or based on (A) any untrue statement (or alleged untrue statement) of a material fact made by such Investor contained in the Investor Registration Statement (including any Investor Prospectus) or any other document incorporated by reference therein or (B) relating to any omission (or alleged omission) to state therein of a material fact required to be stated therein or necessary to make the statements by such Investor therein not false or misleading (in the case of any Investor ProspectusProspectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made), and will reimburse the Persons listed above for any reasonable and documented legal or any other expenses reasonably incurred in connection with investigating or defending any such Losses, in each case to the extent) not misleading, but only to the extent, extent that (i) such untrue statement (statements or alleged untrue statement) or omission (or alleged omission) is made in reliance omissions are based solely upon and in conformity with written information regarding such Investor furnished to the Company by such Investor in writing expressly for use therein, or (ii) such information relates to such Investor or such Investor’s proposed method of distribution of Registrable Securities and stated to be specifically was reviewed and expressly approved in writing by such Investor expressly for use in the Registration Statement, such Prospectus or such form of prospectus or in any amendment or supplement thereto. In no event shall the liability of any selling Investor hereunder be greater in amount than the dollar amount of the net proceeds received by such Investor Registration Statement or Investor Prospectus, provided, however, that upon the obligations sale of each Investor hereunder shall be limited the Registrable Securities giving rise to such Investor’s respective Subscription Priceindemnification obligation.

Indemnification by Investors. Each Investor agrees to shall, severally and not jointly, indemnify and hold harmlessharmless the Company, to the fullest extent permitted by Law, (i) the Company and its officers, directors, stockholders, employees, advisorsofficers, agents and Affiliates, (ii) each of the Company’s Affiliates’ officers, directors, stockholders, employees, advisors, agents, and (iii) each Person who controls the Company (within the meaning of Section 15 of the Securities Act, Act and Section 20 of the Exchange Act or the Canadian Securities LawsAct), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against any and all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review) arising out of any material breach of this Agreement by such Investor or any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto, or arising out of or based on (A) relating to any untrue statement (omission or alleged untrue statement) omission of a material fact made by such Investor contained in the Investor Registration Statement (including any Investor Prospectus) or any other document incorporated by reference therein or (B) any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements by such Investor therein not false or misleading (in the case of any Investor ProspectusProspectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made), and will reimburse the Persons listed above for any reasonable and documented legal or any other expenses reasonably incurred in connection with investigating or defending any such Losses) not misleading, in each case to case, on the extenteffective date thereof, but only to the extent, extent that such untrue statement (or alleged untrue statement) or omission is contained in any information so furnished by such Investor in writing to the Company specifically for inclusion in such Registration Statement or such Prospectus or to the extent that (i) such untrue statements or alleged omission) is made in reliance omissions are based solely upon and in conformity with written information regarding such Investor furnished to the Company by such Investor in writing expressly for use therein, or to the extent that such information relates to such Investor or such Investor’s proposed method of distribution of Registrable Securities and stated to be specifically was reviewed and approved by such Investor for use in the Registration Statement (it being understood that the information provided by the Investor to the Company in Exhibits B-0, X-0 and B-3 and the Plan of Distribution set forth on Exhibit D, as the same may be modified by such Investor and other information provided by the Investor to the Company in or pursuant to the Transaction Documents constitutes information reviewed and expressly approved by such Investor in writing expressly for use in the Registration Statement Statement), such Prospectus or Investor Prospectus, provided, however, that such form of Prospectus or in any amendment or supplement thereto. In no event shall the obligations liability of each any selling Investor hereunder shall be limited greater in amount than the dollar amount of the net proceeds received by such Investor upon the sale of the Registrable Securities giving rise to such Investor’s respective Subscription Priceindemnification obligation.

Indemnification by Investors. Each Investor agrees to shall, severally and not jointly, indemnify and hold harmless, to the fullest extent permitted by Law, harmless (i) the Company and its officers, directors, stockholders, employees, advisors, agents and AffiliatesCompany, (ii) each of the Company’s Affiliates’ its directors, officers, directors, stockholders, agents and employees, advisors, agents, and (iii) each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and (iv) the directors, officers, agents or employees of such controlling Persons (collectively, the Exchange Act or the Canadian Securities Laws“Company Indemnified Parties”), to the fullest extent permitted by applicable law, from and against any and all Losses arising Damages, as incurred, that arise out of or are based on upon (A) any untrue statement (or alleged untrue statement) statement of a material fact made by such Investor contained in the Investor any Registration Statement (including Statement, any Investor Prospectus) prospectus or any other document incorporated by reference therein form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or (B) any omission (or alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements by such Investor therein not false or misleading (in the case of any Investor Prospectusprospectus or form of prospectus or supplement thereto, in light of the circumstances under which they were made)) not misleading, but only, with respect to (A) and will reimburse the Persons listed above for any reasonable and documented legal or any other expenses reasonably incurred in connection with investigating or defending any such Losses(B) above, in each case (i) to the extent, but only to the extent, extent that such untrue statements or omissions are based upon any untrue statement (or alleged untrue statement) statement of a fact or omission (or alleged omission) is omission of a fact so made in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Investor expressly for use therein, (ii) to the extent that such arise out of or are based upon information relating to such Investor or such Investor’s proposed method of distribution of Registrable Securities which was reviewed and stated to be specifically approved in writing by such Investor expressly for use in a Registration Statement, such prospectus or such form of prospectus or in any amendment or supplement thereto, or (iii) in the case of an occurrence of an event of the type specified in Section 2(i), the use by such Investor Registration Statement of an outdated or defective prospectus after the Company has notified such Investor Prospectusin writing that such prospectus is outdated or defective and prior to the correction of such defect. Notwithstanding anything herein to the contrary, provided, however, that the obligations of each no Investor hereunder shall be limited liable hereunder to any Company Indemnified Party for any information which such Investor did not furnish to the Company or otherwise review or for the use of an outdated or defective prospectus by a different Investor’s respective Subscription Price.