Common use of Indemnification by Sales Agent Clause in Contracts

Indemnification by Sales Agent. Sales Agent agrees to indemnify and hold harmless the Company, its affiliates, officers, directors, employees and agents and each Person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, together with each such Person’s respective officers, directors, employees and agents, from and against any losses, claims, damages or liabilities, and any action or proceeding in respect thereof, to which the Company, its officers, directors, employees or agents, any such controlling Person and any officer, director, employee or agent of such controlling Person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as losses, claims, damages or liabilities (or action or proceeding in respect thereof) arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus or any other prospectus relating to the Common Shares, or any amendment or supplement thereto, any preliminary prospectus or any Issuer Free Writing Prospectus, or arise out of, or are based upon, 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 case of the Prospectus or any other prospectus relating to the Common Shares, or any amendment or supplement thereto, any preliminary prospectus or any Issuer Free Writing Prospectus in light of the circumstances in which they were made) not misleading in each case to the extent, but only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made therein in reliance upon and in conformity with written information related to Sales Agent furnished to the Company by or on behalf of Sales Agent expressly for use therein, and Sales Agent shall reimburse the Company, its officers, directors, employees and agents, and each Controlling Person of the Company, for any reasonable legal and other expenses incurred thereby in investigating or defending or preparing to defend against any such losses, claims, damages or liabilities, or actions or proceedings in respect thereof.

Indemnification by Sales Agent. To the extent permitted by applicable ------------------------------ law, Sales Agent agrees to indemnify and hold harmless the Company, each of its affiliates, officers, directors, employees and agents each of its directors and each Person, if any, person (including each partner or officer thereof) who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, together with each such Person’s respective officers, directors, employees and agents, Act from and against any and all losses, claims, damages or damages, liabilities, and any action joint or proceeding in respect thereofseveral, to which the Company, its officers, directors, employees such indemnified parties or agents, any such controlling Person and any officer, director, employee or agent of such controlling Person them may become subject under the Securities Act, Exchange Act, or other federal or state statute, law, or regulation, at common law or otherwise and Sales Agent agrees to reimburse the Exchange Act Company and each such other person for any legal or otherwiseother expenses (including, insofar except as hereinafter provided, settlement expenses and reasonable fees and disbursements of counsel) incurred by the respective indemnified parties in connection with defending against any such losses, claims, damages damages, liabilities, or liabilities (in connection with any investigation or action or proceeding in respect thereof) arise out inquiry of, or are other proceeding that may be brought against, the respective indemnified parties, in each case arising out of or based upon, in whole or in part (i) any breach of any representation, warranty or covenant of Sales Agent in this agreement or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus Memorandum or any other prospectus relating to the Common Shares, or any amendment thereof or supplement thereto, any preliminary prospectus thereto or any Issuer Free Writing Prospectus, or arise out of, or are based upon, any the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (therein, in the case light of the Prospectus or any other prospectus relating circumstances under which they were made, not misleading, to the Common Shares, extent that such statement or omission was made in reliance on information furnished in writing to the Company by the Sales Agent for use in the preparation of the Memorandum or any amendment or supplement thereto, or (iii) any preliminary prospectus untrue statement of a material fact made by Sales Agent or any Issuer Free Writing Prospectus the omission or alleged omission to state therein a material fact necessary in order to make the statements made by the Sales Agent in the light of the circumstances in under which they were made) , not misleading in each case to the extent, but only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made therein in reliance upon and in conformity with written information related to Sales Agent furnished to the Company by or on behalf of Sales Agent expressly for use therein, and Sales Agent shall reimburse the Company, its officers, directors, employees and agents, and each Controlling Person of the Company, for any reasonable legal and other expenses incurred thereby in investigating or defending or preparing to defend against any such losses, claims, damages or liabilities, or actions or proceedings in respect thereofmisleading.