Common use of Indemnification by Issuers Clause in Contracts

Indemnification by Issuers. The Issuers shall indemnify and hold harmless, to the fullest extent permitted by law, Purchaser, each of its officers, directors, partners and each person who controls Purchaser (within the meaning of the Securities Act) against all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorney’s fees) amounts paid in settlement and expenses incurred by such person (collectively, “Claims”) insofar as such Claims arise out of or are based upon: (i) any untrue or alleged untrue statement of a material fact contained in any Registration Statement (as defined in the Note), 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 (as defined in the Note) if used prior to the effective date of such Registration Statement, or contained in the final Prospectus (as amended or supplemented, if the Parent files any amendment thereof or supplement thereto with the Securities and Exchange Commission) 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 by the Issuers of any federal, state, provincial, territorial or common law, rule or regulation applicable to the Issuer in connection with any Registration Statement, Prospectus or any preliminary Prospectus, or any amendment or supplement thereto (clauses (i), (ii) and (iii) being collectively, “Violations”), and shall reimburse, in accordance with subparagraph (c) below, each of the foregoing persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claims. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section 7(d): (i) shall not apply to a Claim by an indemnified person arising out of or based upon a Violation that occurs in reliance upon and in conformity with information furnished in writing to the Issuers by such indemnified person or by Purchaser on behalf of such indemnified person expressly for 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 failure of the Purchaser to deliver or to cause to be delivered the Prospectus made available by the Issuer, if such Prospectus was timely made available by the Parent at or prior to the time delivery of such Prospectus was required of such indemnified person. Indemnity under this Section 7(d) shall remain in full force and effect regardless of any investigation made by or on behalf of Purchaser and shall survive the permitted transfer of the Securities.

Indemnification by Issuers. The Issuers shall Each Note Party agrees to indemnify and hold harmless, to the fullest extent permitted by law, Purchaser, harmless each of its the Agents and the Purchasers and their affiliates and their respective directors, officers, directorsemployees, partners administrative agents, attorneys-in-fact and each person who controls Purchaser controlling persons (within the meaning of the Securities Acteach, an “Indemnified Party”) from and against any and all losses, claims, damages, damages and liabilities, costs joint or several, to which such Indemnified Party may become subject and related to or arising out of any action, claim, litigation, investigation or other proceeding relating to a transaction contemplated by the Note Documents or the execution, delivery and performance of the Note Documents or any other document in any way relating to the Note Documents and the transactions contemplated by the Note Documents (including, without limitationfor avoidance of doubt, any liabilities arising under or in connection with Environmental Law), and will reimburse any Indemnified Party for all reasonable attorney’s feesand documented out-of-pocket expenses (including reasonable and documented out-of-pocket external counsel fees and expenses) amounts paid as they are incurred in settlement and expenses incurred by such person (collectivelyconnection therewith, “Claims”) insofar as such Claims arise out of or are based upon: provided that (i) all Indemnified Parties shall be represented by a single Person designated by the Administrative Agent (at the direction of the Required Purchasers) and no Indemnified Party may bring claim or commence any untrue proceedings in connection with this Section independently or alleged untrue statement other than through the representation of the Person so designated for all Indemnified Parties, taken as a whole, and (ii) legal fees shall be limited to the reasonable and documented or invoiced out-of-pocket fees, expenses, disbursements and other charges of a material fact contained single firm of counsel for all Indemnified Parties, taken as a whole. Note Parties will not be liable under the foregoing indemnification provision to an Indemnified Party to the extent that any loss, claim, damage, liability or expense (x) is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconduct or (y) is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from disputes among Indemnified Parties (other than any Registration Statement claims arising out of any act or omission on the part of any Gauzy Company or its respective Affiliates). Each Note Party also agrees that no Indemnified Party shall have any liability (as defined whether direct or indirect, in the Note)contract or tort or otherwise) to it, or any omission of its security holders or alleged omission creditors related 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 (as defined in the Note) if used prior to the effective date of such Registration Statement, or contained in the final Prospectus (as amended or supplemented, if the Parent files any amendment thereof or supplement thereto with the Securities and Exchange Commission) 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 by the Issuers of any federal, state, provincial, territorial or common law, rule or regulation applicable to the Issuer in connection with any Registration Statement, Prospectus or any preliminary Prospectus, or any amendment or supplement thereto (clauses (i), (ii) and (iii) being collectively, “Violations”), and shall reimburse, in accordance with subparagraph (c) below, each of the foregoing persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claims. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section 7(d): (i) shall not apply to a Claim by an indemnified person arising out of the execution, delivery and performance of any Note Document or based upon a Violation that occurs any other document in reliance upon and in conformity with information furnished in writing any way relating to the Issuers Note Documents or the other transactions contemplated by such indemnified person or by Purchaser on behalf of such indemnified person expressly for 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 Note Documents, except to the extent that any loss, claim, damage or liability is found to have resulted from such Claim is based Indemnified Party’s gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final, non-appealable decision. To the extent permitted by Applicable Law, no Note Party shall assert and hereby waives, any claim against any Indemnified Party, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a failure result of, this Agreement, any Note Document or any agreement or instrument contemplated hereby, any Notes or the use of the Purchaser to deliver or to cause to be delivered the Prospectus made available by the Issuer, if such Prospectus was timely made available by the Parent at or prior to the time delivery of such Prospectus was required of such indemnified person. Indemnity under this Section 7(d) shall remain in full force and effect regardless of any investigation made by or on behalf of Purchaser and shall survive the permitted transfer of the Securitiesproceeds thereof.

Indemnification by Issuers. The Issuers shall Each Note Party agrees to indemnify and hold harmless, to the fullest extent permitted by law, Purchaser, harmless each of its the Agents and the Purchasers and their affiliates and their respective directors, officers, directorsemployees, partners administrative agents, attorneys-in-fact and each person who controls Purchaser controlling persons (within the meaning of the Securities Acteach, an “Indemnified Party”) from and against any and all losses, claims, damages, damages and liabilities, costs joint or several, to which such Indemnified Party may become subject and related to or arising out of any action, claim, litigation, investigation or other proceeding relating to a transaction contemplated by the Note Documents or the execution, delivery and performance of the Note Documents or any other document in any way relating to the Note Documents and the transactions contemplated by the Note Documents (including, without limitationfor avoidance of doubt, any liabilities arising under or in connection with Environmental Law), and will reimburse any Indemnified Party for all reasonable attorney’s feesand documented out-of-pocket expenses (including reasonable and documented out-of-pocket external counsel fees and expenses) amounts paid as they are incurred in settlement and expenses incurred by such person (collectivelyconnection therewith, “Claims”) insofar as such Claims arise out of or are based upon: provided that (i) all Indemnified Parties shall be represented by a single Person designated by the Administrative Agent (at the direction of the Required Purchasers) and no Indemnified Party may bring claim or commence any untrue proceedings in connection with this Section independently or alleged untrue statement other than through the representation of the Person so designated for all Indemnified Parties, taken as a whole, and (ii) legal fees shall be limited to the reasonable and documented or invoiced out-of-pocket fees, expenses, disbursements and other charges of a material fact contained single firm of counsel for all Indemnified Parties, taken as a whole and, if necessary, one local counsel in any Registration Statement each relevant jurisdiction (as defined which may include a single special counsel acting in multiple jurisdictions) and special counsel for each relevant specialty (and, in the Notecase of an actual or perceived conflict of interest, where the party affected by such conflict, informs the Company of such conflict and thereafter retains its own counsel, of another firm of counsel for each such affected person). Note Parties will not be liable under the foregoing indemnification provision to an Indemnified Party to the extent that any loss, claim, damage, liability or expense (x) is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconduct or (y) is found in a final non- appealable judgment by a court of competent jurisdiction to have resulted from disputes among Indemnified Parties (other than any claims arising out of any act or omission on the part of any Gauzy Company or its respective Affiliates). Each Note Party also agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to it, or any omission of its security holders or alleged omission creditors related 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 (as defined in the Note) if used prior to the effective date of such Registration Statement, or contained in the final Prospectus (as amended or supplemented, if the Parent files any amendment thereof or supplement thereto with the Securities and Exchange Commission) 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 by the Issuers of any federal, state, provincial, territorial or common law, rule or regulation applicable to the Issuer in connection with any Registration Statement, Prospectus or any preliminary Prospectus, or any amendment or supplement thereto (clauses (i), (ii) and (iii) being collectively, “Violations”), and shall reimburse, in accordance with subparagraph (c) below, each of the foregoing persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claims. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section 7(d): (i) shall not apply to a Claim by an indemnified person arising out of the execution, delivery and performance of any Note Document or based upon a Violation that occurs any other document in reliance upon and in conformity with information furnished in writing any way relating to the Issuers Note Documents or the other transactions contemplated by such indemnified person or by Purchaser on behalf of such indemnified person expressly for 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 Note Documents, except to the extent that any loss, claim, damage or liability is found to have resulted from such Claim is based Indemnified Party’s gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final, non-appealable decision. To the extent permitted by Applicable Law, no Note Party shall assert and hereby waives, any claim against any Indemnified Party, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a failure result of, this Agreement, any Note Document or any agreement or instrument contemplated hereby, any Notes or the use of the Purchaser to deliver or to cause to be delivered the Prospectus made available by the Issuer, if such Prospectus was timely made available by the Parent at or prior to the time delivery of such Prospectus was required of such indemnified personproceeds thereof. Indemnity under this Section 7(d) shall remain in full force and effect regardless of any investigation made by or on behalf of Purchaser and shall survive the permitted transfer of the Securities.101