Common use of Indemnification by the Investor Clause in Contracts

Indemnification by the Investor. The Investor agrees to indemnify and hold harmless, to the fullest extent permitted by law, the Company, its directors, officers, employees, stockholders and each person who controls the Company (within the meaning of the 0000 Xxx) against any losses, claims, damages, liabilities and expense (including reasonable attorney fees) resulting from any untrue statement of a material fact or any omission of a material fact required to be stated in the Registration Statement or Prospectus or preliminary Prospectus or amendment or supplement thereto or necessary to make the statements therein not misleading, to the extent, but only to the extent that such untrue statement or omission is contained in any information furnished in writing by the Investor to the Company specifically for inclusion in such Registration Statement or Prospectus or amendment or supplement thereto; provided, however, that the foregoing indemnity shall not apply to amounts paid in settlement of any loss, claim, damage, liability or expense if such settlement is effected without the consent of the Investor. In no event shall the liability of the Investor be greater in amount than the dollar amount of the proceeds (net of all expense paid by the Investor in connection with any claim relating to this Section 6 and the amount of any damages the Investor has otherwise been required to pay by reason of such untrue statement or omission) received by the Investor upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.

Indemnification by the Investor. The Investor agrees to indemnify and hold harmless, to the fullest extent permitted by law, the Company, its directors, officers, employees, stockholders and each person who controls the Company (within the meaning of the 0000 Xxx) against any losses, claims, damages, liabilities and expense (including reasonable attorney fees) resulting from any untrue statement of a material fact or any omission of a material fact required to be stated in the Registration Statement or Prospectus or preliminary Prospectus or amendment or supplement thereto or necessary to make the statements therein not misleading, to the extent, but only to the extent that such untrue statement or omission is contained in any information furnished in writing by the Investor to the Company specifically for inclusion in such Registration Statement or Prospectus or amendment or supplement thereto; provided, however, that the foregoing indemnity shall not apply to amounts paid in settlement of any loss, claim, damage, liability or expense if such settlement is effected without the consent of the InvestorInvestor (which consent shall not be unreasonably withheld). In no event shall the liability of the Investor be greater in amount than the dollar amount of the proceeds (net of all expense paid by the Investor in connection with any claim relating to this Section 6 and the amount of any damages the Investor has otherwise been required to pay by reason of such untrue statement or omission) received by the Investor upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.

Indemnification by the Investor. The Investor agrees agrees, severally but not jointly, to indemnify and hold harmless, to the fullest extent permitted by law, the Company, its directors, officers, employees, stockholders and each person who controls the Company (within the meaning of the 0000 Xxx) against any losses, claims, damages, liabilities and expense (including reasonable attorney fees) resulting from any untrue statement of a material fact or any omission of a material fact required to be stated in the Registration Statement or Prospectus or preliminary Prospectus prospectus or amendment or supplement thereto or necessary to make the statements therein not misleading, to the extent, but only to the extent that such untrue statement or omission is contained in any information furnished in writing by the such Investor to the Company specifically for inclusion in such Registration Statement or Prospectus or amendment or supplement thereto; provided, however, that the foregoing indemnity shall not apply to amounts paid in settlement of any loss, claim, damage, liability or expense if such settlement is effected without the consent of the Investor. In no event shall the liability of the Investor be greater in amount than the dollar amount of the proceeds (net of all expense paid by the Investor in connection with any claim relating to this Section 6 and the amount of any damages the Investor has otherwise been required to pay by reason of such untrue statement or omission) received by the such Investor upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.

Indemnification by the Investor. The Investor agrees to shall indemnify and hold harmless, to the fullest extent permitted by law, harmless the Company, each of its directors, officers, employeesemployees and Affiliates, stockholders and each person Person, if any, who controls the Company (within the meaning of Section 15 of the 0000 XxxSecurities Act or Section 20(a) of the Exchange Act from and against any all losses, claims, damages, liabilities and expense expenses (including reasonable attorney costs of defense and investigation and all reasonable attorneys' fees) resulting from to which the Company and each such other Person may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages, liabilities and expenses arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Current Report, the Registration Statement or any Prospectus Supplement or Permitted Free Writing Prospectus, or in any amendment thereof or supplement thereto, or any omission of or alleged omission to state therein a material fact required to be stated in the Registration Statement or Prospectus or preliminary Prospectus or amendment or supplement thereto therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading, in each case, to the extent, but only to the extent that such extent, the untrue statement statement, alleged untrue statement, omission or alleged omission is contained was made in any reliance upon, and in conformity with, written information furnished in writing by the Investor to the Company specifically expressly for inclusion in such the Current Report, the Registration Statement or such Prospectus Supplement or Permitted Free Writing Prospectus, or any amendment thereof or supplement thereto; provided. The Investor shall reimburse the Company and each such director, howeverofficer or controlling Person promptly upon demand for all legal and other costs and expenses reasonably incurred by the Company or such indemnified Persons in investigating, that the foregoing indemnity shall not apply defending against, or preparing to amounts paid in settlement of defend against any loss, such claim, damageaction, liability suit or expense if such settlement proceeding with respect to which it is effected without the consent of the Investor. In no event shall the liability of the Investor be greater in amount than the dollar amount of the proceeds (net of all expense paid by the Investor in connection with any claim relating entitled to this Section 6 and the amount of any damages the Investor has otherwise been required to pay by reason of such untrue statement or omission) received by the Investor upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligationindemnification.

Indemnification by the Investor. The In connection with any registration pursuant to the terms of this Agreement, the Investor will furnish to the Company in writing such information as the Company reasonably requests concerning the holders of Registrable Securities or the proposed manner of distribution for use in connection with any Registration Statement or Prospectus and agrees to indemnify and hold harmless, to the fullest extent permitted by law, the Company, its directors, officers, employees, stockholders stockholders, and each person who Person that controls the Company (within the meaning of the 0000 XxxSecurities Act) against any losses, claims, damages, liabilities liabilities, and expense (including reasonable attorney fees) resulting from any untrue statement of a material fact or any omission of a material fact required to be stated in the Registration Statement or Prospectus Prospectus, or preliminary Prospectus prospectus or amendment or supplement thereto thereto, or necessary to make the statements therein not misleading, to the extent, but only to the extent that such untrue statement or omission is contained in any information furnished in writing by the Investor to the Company specifically for inclusion in such Registration Statement or Prospectus or amendment or supplement thereto; provided, however, that the foregoing indemnity shall not apply to amounts paid in settlement of any loss, claim, damage, liability or expense if such settlement is effected without the consent of the Investor. In no event shall the liability of the Investor be greater in amount than the dollar amount of the proceeds (net of all expense paid by the Investor in connection with any claim relating to this Section 6 and the amount of any damages the Investor such holder has otherwise been required to pay by reason of such untrue statement or omission) received by the Investor upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.

Indemnification by the Investor. The In connection with any registration effected under this Agreement, the Investor agrees to shall indemnify and hold harmless, to each underwriter (if any) of the fullest extent permitted by lawsecurities so registered, the Company, its each of their respective officers, directors, officersmanagers, employeesmembers, partners, stockholders and Affiliates, and each person Person who controls any of the Company (foregoing within the meaning of the 0000 XxxSecurities Act (each an “Investor Indemnified Party”) against any and all claims, losses, claims, damages, damages and liabilities and expense (including reasonable attorney feesor actions in respect thereof) resulting from arising out of or based on any untrue statement (or alleged untrue statement) of a any material fact contained in any Prospectus, offering circular or other document incident to any registration, qualification or compliance (or in any related Registration Statement, notification or the like) or any omission of a (or alleged omission) to state therein any material fact required to be stated in the Registration Statement or Prospectus or preliminary Prospectus or amendment or supplement thereto therein or necessary to make the statements statement therein not misleading, to the extent, but only to the extent that such untrue statement or omission is contained in any information furnished in writing by and the Investor to the Company specifically will promptly reimburse each Investor Indemnified Party for inclusion any reasonable legal and any other expenses reasonably incurred in connection with investigating or defending any such Registration Statement claim, loss, damage, liability or Prospectus action, whether or amendment or supplement theretonot otherwise resulting in liability; provided, however, that this Section 10(b) shall apply only if (and only to the foregoing indemnity shall not apply extent that) such statement or omission was made in reliance upon written information furnished to amounts paid in settlement of any loss, claim, damage, liability such underwriter or expense if such settlement is effected without the consent of the Investor. In no event shall the liability of the Investor be greater in amount than the dollar amount of the proceeds (net of all expense paid Company by the Investor or its counsel or representative specifically for use in connection such Prospectus, offering circular or other document (or related Registration Statement, notification or the like); and, provided further, that the Investor’s liability hereunder with respect to any claim relating particular registration shall be limited to this Section 6 and an amount equal to the amount of any damages the Investor has otherwise been required to pay by reason of such untrue statement or omission) net proceeds received by the Investor upon the sale of from the Registrable Securities included sold by it in the Registration Statement giving rise to such indemnification obligationregistration.

Indemnification by the Investor. The In connection with any registration effected under this Agreement, the Investor agrees to shall indemnify and hold harmless, to each underwriter (if any) of the fullest extent permitted by lawsecurities so registered, the Company, its each of their respective officers, directors, officersmanagers, employeesmembers, partners, stockholders and Affiliates, and each person Person who controls any of the Company (foregoing within the meaning of the 0000 XxxSecurities Act (each, an “Investor Indemnified Party”) against any and all claims, losses, claims, damages, damages and liabilities and expense (including reasonable attorney feesor actions in respect thereof) resulting from arising out of or based on any untrue statement (or alleged untrue statement) of a any material fact contained in any Prospectus, offering circular or other document incident to any registration, qualification or compliance (or in any related Registration Statement, notification or the like) or any omission of a (or alleged omission) to state therein any material fact required to be stated in the Registration Statement or Prospectus or preliminary Prospectus or amendment or supplement thereto therein or necessary to make the statements statement therein not misleading, to the extent, but only to the extent that such untrue statement or omission is contained in any information furnished in writing by and the Investor to the Company specifically will promptly reimburse each Investor Indemnified Party for inclusion any reasonable legal and any other expenses reasonably incurred in connection with investigating or defending any such Registration Statement claim, loss, damage, liability or Prospectus action, whether or amendment or supplement theretonot otherwise resulting in liability; provided, however, that this Section 10(b) shall apply only if (and only to the foregoing indemnity shall not apply extent that) such statement or omission was made in reliance upon written information furnished to amounts paid in settlement of any loss, claim, damage, liability such underwriter or expense if such settlement is effected without the consent of the Investor. In no event shall the liability of the Investor be greater in amount than the dollar amount of the proceeds (net of all expense paid Company by the Investor or its counsel or representative specifically for use in connection such Prospectus, offering circular or other document (or related Registration Statement, notification or the like); and provided further that the Investor’s liability hereunder with respect to any claim relating particular registration shall be limited to this Section 6 and an amount equal to the amount of any damages the Investor has otherwise been required to pay by reason of such untrue statement net proceeds (after deducting underwriting fees, commissions or omissiondiscounts) received by the Investor upon the sale of from the Registrable Securities included sold by it in the Registration Statement giving rise to such indemnification obligationregistration.

Indemnification by the Investor. The Investor agrees agrees, severally but not jointly, to indemnify and hold harmless, to the fullest extent permitted by law, the Company, its directors, officers, employees, stockholders employees and each person who controls the Company (within the meaning of the 0000 XxxSecurities Act) against any losses, claims, damages, liabilities and expense (including reasonable attorney fees) resulting from any untrue statement of a material fact or any omission of a material fact required to be stated in the Registration Statement or Prospectus or preliminary Prospectus or amendment or supplement thereto or necessary to make the statements therein not misleading, to the extent, but only to the extent that such untrue statement or omission is contained in any information furnished in writing by the Investor to the Company specifically for inclusion in such Registration Statement or Prospectus or amendment or supplement thereto; provided, however, that the foregoing indemnity shall not apply to amounts paid in settlement of any loss, claim, damage, liability or expense if such settlement is effected without the consent of the Investor. In no event shall the liability of the Investor be greater in amount than the dollar amount of the proceeds (net of all expense paid by the Investor in connection with any claim relating to this Section 6 2 and the amount of any damages the Investor has otherwise been required to pay by reason of such untrue statement or omission) received by the Investor upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.

Indemnification by the Investor. The Investor agrees to indemnify and hold harmless, to the fullest extent permitted by law, the Company, its directors, officers, employees, stockholders and each person who controls the Company (within the meaning of the 0000 Xxx) against any losses, claims, damages, liabilities and expense (including reasonable attorney fees) resulting from any untrue statement of a material fact or any omission of a material fact required to be stated in the any Registration Statement or Prospectus or preliminary Prospectus or amendment or supplement thereto or necessary to make the statements therein not misleading, to the extent, but only to the extent that such untrue statement or omission is contained in any information furnished in writing by the Investor to the Company specifically for inclusion in such Registration Statement or Prospectus or amendment or supplement thereto; provided. Except to the extent that any such losses, howeverclaims, that the foregoing indemnity shall not apply damages, liabilities or expenses are finally judicially determined to amounts paid in settlement of any loss, claim, damage, liability or expense if such settlement is effected without the consent of have resulted from the Investor. In ’s bad faith, gross negligence, recklessness, fraud or willful misconduct, in no event shall the liability of the Investor be greater in amount than the dollar amount of the proceeds (net of all expense paid by the Investor in connection with any claim relating to this Section 6 and the amount of any damages the Investor has otherwise been required to pay by reason of such untrue statement or omission) received by the Investor upon the sale of the Registrable Securities included in the such Registration Statement giving rise to such indemnification obligation.

Indemnification by the Investor. The In connection with any registration pursuant to the terms of this Agreement, the Investor will furnish to the Company in writing such information as the Company reasonably requests concerning the holders of Registrable Securities or the proposed manner of distribution for use in connection with any Registration Statement or Prospectus and agrees to indemnify and hold harmless, to the fullest extent permitted by law, the Company, its directors, officers, employees, stockholders employees and each person who controls the Company (within the meaning of the 0000 Xxx) against any losses, claims, damages, liabilities and expense (including reasonable attorney fees) resulting from any untrue statement of a material fact or any omission of a material fact required to be stated in the any Registration Statement or Prospectus or preliminary Prospectus prospectus or amendment or supplement thereto or necessary to make the statements therein not misleading, to the extent, but only to the extent that such untrue statement or omission is contained in any information furnished in writing by the Investor to the Company specifically for inclusion in such Registration Statement or Prospectus or amendment or supplement thereto; provided, however, that the foregoing indemnity shall not apply to amounts paid in settlement of any loss, claim, damage, liability or expense if such settlement is effected without the consent of the Investor. In no event shall the liability of the Investor be greater in amount than the dollar amount of the proceeds (net of all expense paid by the Investor in connection with any claim relating to this Section 6 and the amount of any damages the Investor has otherwise been required to pay by reason of such untrue statement or omission) received by the Investor upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.

Indemnification by the Investor. The In connection with any registration pursuant to the terms of this Agreement, the Investor agrees will furnish to the Company in writing such information as the Company reasonably requests concerning the holders of Registrable Securities or the proposed manner of distribution for use in connection with any Registration Statement or Prospectus and agrees, severally but not jointly, to indemnify and hold harmless, to the fullest extent permitted by law, the Company, its directors, officers, employees, stockholders and each person who controls the Company (within the meaning of the 0000 Xxx) against any losses, claims, damages, liabilities and expense (including reasonable attorney fees) resulting from any untrue statement of a material fact or any omission of a material fact required to be stated in the Registration Statement or Prospectus or preliminary Prospectus or amendment or supplement thereto or necessary to make the statements therein not misleading, to the extent, but only to the extent that such untrue statement or omission is contained in any information furnished in writing by the Investor or its agents to the Company specifically for inclusion in such Registration Statement or Prospectus or amendment or supplement thereto; provided, however, that the foregoing indemnity shall not apply to amounts paid in settlement of any loss, claim, damage, liability or expense if such settlement is effected without the consent of the Investor. In no event shall the liability of the Investor be greater in amount than the dollar amount of the proceeds (net of all expense paid by the Investor in connection with any claim relating to this Section 6 and the amount of any damages the Investor such holder has otherwise been required to pay by reason of such untrue statement or omission) received by the Investor upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.

Indemnification by the Investor. The In consideration of the Company’s execution and delivery of this Agreement, and in addition to all of the Investor’s other obligations under this Agreement, the Investor agrees to shall defend, protect, indemnify and hold harmlessharmless the Company and all of its officers, to the fullest extent permitted by lawdirectors, shareholders, employees and agents (collectively, the Company, its directors, officers, employees, stockholders “Company Indemnitees”) from and each person who controls against any and all Indemnified Liabilities incurred by the Company (within the meaning Indemnitees or any of the 0000 Xxx) against them as a result of, or arising out of, or relating to any losses, claims, damages, liabilities and expense (including reasonable attorney fees) resulting from any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in any related prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission of or alleged omission to state therein a material fact required to be stated in the Registration Statement or Prospectus or preliminary Prospectus or amendment or supplement thereto therein or necessary to make the statements therein not misleading, to the extent, but only to the extent that such untrue statement or omission is contained in any information furnished in writing by the Investor to the Company specifically for inclusion in such Registration Statement or Prospectus or amendment or supplement thereto; provided, however, that the Investor will only be liable for written information relating to such Investor furnished to the Company by or on behalf of the Investor specifically for inclusion in the documents referred to in the foregoing indemnity shall indemnity, and will not apply be liable in any such case to amounts paid in settlement of the extent that any such loss, claim, damage, damage or liability arises out of or expense if such settlement is effected without the consent of the Investor. In no event shall the liability of the Investor be greater in amount than the dollar amount of the proceeds (net of all expense paid by the Investor in connection with based upon any claim relating to this Section 6 and the amount of any damages the Investor has otherwise been required to pay by reason of such untrue statement or omission) received by alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Investor upon the sale by or on behalf of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligationCompany specifically for inclusion therein.

Indemnification by the Investor. The Investor agrees to shall indemnify and hold harmless, to the fullest extent permitted by law, the Company, its directors, officers, employees, stockholders and each person who controls the Company (within the meaning of the 0000 XxxSecurities Act) against any losses, claims, damages, liabilities and expense (including reasonable attorney fees) resulting from any untrue statement of a material fact or any omission of a material fact required to be stated in the any Registration Statement or Prospectus or preliminary Prospectus or amendment or supplement thereto or necessary to make the statements therein not misleading, to the extent, but only to the extent that such untrue statement or omission is contained in any information furnished in writing by the Investor to the Company specifically for inclusion in such Registration Statement or Prospectus or amendment or supplement thereto; provided. Except to the extent that any such losses claims, howeverdamages, that the foregoing indemnity shall not apply liabilities or expenses are finally judicially determined to amounts paid in settlement of any loss, claim, damage, liability or expense if such settlement is effected without the consent of have resulted from the Investor. In ’s fraud or willful misconduct, in no event shall the liability of the Investor be greater in amount than the dollar amount of the proceeds (net of all expense paid by the Investor in connection with such registration and/or any claim relating to this Section 6 2.7 and the amount of any damages the Investor has otherwise been required to pay by reason of such untrue statement or omission) received by the Investor upon the sale of the Registrable Securities included in the such Registration Statement giving rise to such indemnification obligation.

Indemnification by the Investor. The Investor agrees to will indemnify and hold harmless, to the fullest extent permitted by law, the Company, its directors, officers, employees, stockholders and each person who controls the Company (within the meaning of the 0000 XxxSecurities Act) against any losses, claims, damages, liabilities and expense (including reasonable attorney fees) resulting from any untrue statement of a material fact or any omission of a material fact required to be stated in the Registration Statement or Prospectus or preliminary Prospectus or amendment or supplement thereto or necessary to make the statements therein not misleading, to the extent, but only to the extent that such untrue statement or omission is contained in any information furnished in writing by the Investor to the Company specifically for inclusion in such Registration Statement or Prospectus or amendment or supplement thereto; provided, however, that the foregoing indemnity shall not apply to amounts paid in settlement of any loss, claim, damage, liability or expense if such settlement is effected without the consent of the Investor. In no event shall the liability indemnification of the Investor be greater in amount than the dollar amount of the proceeds (net of all expense expenses paid by the Investor such holder in connection with any claim relating to this Section 6 and the amount of any damages the Investor such holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission) received by the Investor it upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.

Indemnification by the Investor. The Investor agrees to will indemnify and hold harmless, to the fullest extent permitted by law, the Company, its directors, officers, employees, stockholders shareholders and each person who controls the Company (within the meaning of the 0000 Xxx) against any losses, claims, damages, liabilities and expense (including reasonable attorney fees) resulting from any untrue statement of a material fact or any omission of a material fact required to be stated in the any Registration Statement or Prospectus or preliminary Prospectus or amendment or supplement thereto or necessary to make the statements therein not misleading, to the extent, but only to the extent that such untrue statement or omission is contained in any information furnished in writing by the Investor to the Company specifically for inclusion in such Registration Statement or Prospectus or amendment or supplement thereto; provided, however, that unless the foregoing indemnity shall not apply Company failed to amounts paid update and correct such information after being notified in settlement of any loss, claim, damage, liability or expense if such settlement is effected without the consent of writing by the Investor. In no event shall the liability of the Investor be greater in amount than the dollar amount of the proceeds (net of all expense expenses paid by the Investor in connection with any claim relating to this Section 6 and the amount of any damages the Investor has otherwise been required to pay by reason of such untrue statement or omission) received by the Investor upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.

Indemnification by the Investor. The In connection with any registration pursuant to the terms of this Agreement, the Investor will furnish to the Company in writing such information as the Company reasonably requests concerning the holders of Registrable Securities or the proposed manner of distribution for use in connection with any Registration Statement or Prospectus and agrees to indemnify and hold harmless, to the fullest extent permitted by law, the Company, its directors, officers, employees, stockholders and each person who controls the Company (within the meaning of the 0000 XxxAct) against any losses, claims, damages, liabilities and expense expenses (including reasonable attorney fees) resulting from any untrue statement of a material fact or any omission of a material fact required to be stated in the Registration Statement or Prospectus or preliminary Prospectus prospectus or amendment or supplement thereto or necessary to make the statements therein not misleading, to the extent, but only to the extent that such untrue statement or omission is contained in any information furnished in writing by the Investor to the Company specifically for inclusion in such Registration Statement or Prospectus or amendment or supplement thereto; provided, however, thereto and that such information was substantially relied upon by the foregoing indemnity shall not apply to amounts paid Company in settlement of any loss, claim, damage, liability or expense if such settlement is effected without the consent preparation of the InvestorRegistration Statement or Prospectus or any amendment or supplement thereto. In no event shall the liability of the Investor be greater in amount than the dollar amount of the proceeds (net of all expense expenses paid by the Investor in connection with any claim relating to this Section 6 and the amount of any damages the Investor such holder has otherwise been required to pay by reason of such untrue statement or omission) received by the Investor upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.