Common use of Indemnification by the Broker-Dealer Clause in Contracts

Indemnification by the Broker-Dealer. 9.1 Subject to the conditions set forth below, the Broker-Dealer agrees to indemnify and hold harmless the Issuer and its respective owners, managers, members, partners, directors, officers, employees, agents, attorneys, and accountants (the “Issuer Parties”), against any and all Loss arising out of or based upon: 9.1.1 The Broker-Dealer’s failure to comply with any of the applicable provisions of the Securities Act, the Exchange Act, the applicable requirements and rules of FINRA, or any applicable state laws or regulations other than any failure that directly or indirectly results from the acts or omissions of the Issuer; or 9.1.2 The breach by the Broker-Dealer of any term, condition, representation, warranty, or covenant in this Agreement. 9.2 If any action is brought against any of the Issuer Parties in respect of which indemnity may be sought hereunder, the Issuer Parties, shall promptly notify the Broker-Dealer in writing of the institution of such action, and the Broker-Dealer shall assume the defense of such action; provided, however, that the failure to notify the Broker-Dealer shall not affect the provisions in this Section 9 except to the extent such failure to notify the Broker-Dealer has a material and adverse effect on the defense of such claims. The affected Issuer Parties shall have the right to employ counsel in any such case. The reasonable fees and expenses of such counsel shall be at the Issuer’s expense.

Indemnification by the Broker-Dealer. 9.1 10.1 Subject to the conditions set forth below, the Broker-Dealer agrees to indemnify and hold harmless the Issuer and its respective owners, managers, members, partners, directors, officers, employees, agents, attorneys, and accountants (the “Issuer Parties”), against any and all Loss arising out of or based upon: 9.1.1 10.1.1 The Broker-Dealer’s failure to comply with any of the applicable provisions of the Securities Act, the Exchange Act, the applicable requirements and rules of FINRA, or any applicable state laws or regulations other than any failure that directly or indirectly results from the acts or omissions of the Issuer; or 9.1.2 10.1.2 The breach by the Broker-Dealer of any term, condition, representation, warranty, or covenant in this Agreement. 9.2 10.2 If any action is brought against any of the Issuer Parties in respect of which indemnity may be sought hereunder, the Issuer Parties, shall promptly notify the Broker-Dealer in writing of the institution of such action, and the Broker-Dealer shall assume the defense of such action; provided, however, that the failure to notify the Broker-Dealer shall not affect the provisions in this Section 9 10 except to the extent such failure to notify the Broker-Broker- Dealer has a material and adverse effect on the defense of such claims. The affected Issuer Parties shall have the right to employ counsel in any such case. The reasonable fees and expenses of such counsel shall be at the Issuer’s expense.