Common use of Indemnification by the Investor Clause in Contracts

Indemnification by the Investor. The Investor agrees, as a consequence of and upon the inclusion of any of its Registrable Securities in a Registration Statement which facilitates the disposition of Registrable Securities, to (i) indemnify and hold harmless the Company, its directors, its officers and each person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, against any losses, claims, damages or liabilities to which the Company or such other persons may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in such Registration Statement or Prospectus or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in light of the circumstances under which they were made, in the case of the Prospectus), 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 in reliance upon and in conformity with written information furnished to the Company by the Investor expressly for use therein; provided, however, that Investor shall not be liable under this Section 6(b) for any amount in excess of the gross proceeds paid to such Investor in respect of shares sold by it, and (ii) reimburse the Company for any legal or other expenses incurred by the Company in connection with investigating or defending any such action or claim as such expenses are incurred.

Indemnification by the Investor. The Investor agrees, as a consequence of and upon the inclusion of any of its Registrable Securities in a Registration Statement which facilitates the disposition of Registrable Securities, agrees to (i) indemnify and hold harmless the Company, its Affiliates, officers, directors, its officers employees and duly authorized agents, and each person, if any, who controls the Company within the meaning of either Section 15 Controlling Persons of the Securities Act or Section 20 of the Exchange ActCompany, from and against any lossesand all Damages, claimsjoint or several, damages and any action or liabilities proceeding in respect thereof to which the Company or Investor, its partners, Affiliates, officers, directors, employees and duly authorized agents, and any such other persons Controlling Person, may become subject, subject under the Securities Act or otherwise, as incurred, insofar as such losses, claims, damages or liabilities Damages (or actions or proceedings in respect thereof) arise out of of, or are based upon an upon, any untrue statement or alleged untrue statement of a material fact contained in such any Registration Statement Statement, preliminary prospectus or Prospectus prospectus relating to the Registrable Securities or arise arises out of of, or are based upon the upon, 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 in light of the circumstances under which they were made, in the case of the Prospectus), not misleading, in each case to the extent, but only to the extent, extent that any such untrue statement or statement, alleged untrue statement or statement, omission or alleged omission was is made in reliance upon and in conformity with written information furnished to the Company by the Investor expressly which is specifically intended for by the Investor for use therein; providedin the preparation of any such Registration Statement, however, that Investor shall not be liable under this Section 6(b) for any amount in excess of the gross proceeds paid to such Investor in respect of shares sold by itpreliminary prospectus or prospectus, and (ii) shall reimburse the Company Company, its partners, Affiliates, officers, directors, employees and duly authorized agents, and each such Controlling Person, for any legal or and other expenses reasonably incurred by the Company Investor, its partners, Affiliates, officers, directors, employees and duly authorized agents, or any such Controlling Person, as incurred, in connection with investigating or defending or preparing to defend against any such action Damages or claim as such expenses are incurredactions or proceedings.

Indemnification by the Investor. The Investor agrees, as a consequence of and upon the inclusion of any of its Registrable Securities in a Registration Statement which facilitates the disposition of Registrable Securities, to (i) shall indemnify and hold harmless the Company, each of its directorsdirectors and officers, its officers and each personPerson, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 20(a) of the Exchange Act, Act from and against any all losses, claims, damages or damages, liabilities and expenses (including reasonable costs of defense and investigation and all attorneys fees) to which the Company or and each such other persons Person may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or damages, liabilities and expenses (or actions in respect thereof) arise out of or are based upon an any untrue statement or alleged untrue statement of a material fact contained in such Registration Statement the Current Report or any Prospectus Supplement or arise out of Permitted Free Writing Prospectus, or are based upon the in any amendment thereof or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (therein, in light of the circumstances under which they were made, in the case of the Prospectus), not misleading, in each case case, to the extent, but only to the extent, that such the untrue statement or statement, alleged untrue statement or statement, omission or alleged omission was made in reliance upon upon, and in conformity with with, written information furnished by the Investor to the Company by the Investor expressly for use therein; providedinclusion in the Current Report or such Prospectus Supplement or Permitted Free Writing Prospectus, however, that or any amendment thereof or supplement thereto. The Investor shall not be liable under this Section 6(b) for any amount in excess of the gross proceeds paid to such Investor in respect of shares sold by it, and (ii) reimburse the Company and each such director, officer or controlling Person promptly upon demand for any all legal or and other costs and expenses reasonably incurred by the Company or such indemnified Persons in connection with investigating investigating, defending against, or defending preparing to defend against any such action claim, action, suit or claim as such expenses are incurredproceeding with respect to which it is entitled to indemnification.

Indemnification by the Investor. The Investor agrees, as a consequence of and upon In the inclusion event of any registration of its Registrable Eligible Securities in a Registration Statement which facilitates under the disposition of Registrable SecuritiesSecurities Act pursuant to Section 1.1, to (i) the Investor shall, and hereby does agree to, indemnify and hold harmless (in the same manner and to the same extent as set forth in subsection (a) of this Section 1.5) the Company, its directorseach director, its officers officer, employee, agent and advisor of the Company and each other person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, against with respect to any losses, claims, damages or liabilities to which the Company or such other persons may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in such Registration Statement or Prospectus or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein from such registration statement, any preliminary prospectus, final prospectus or necessary to make the statements therein (in light of the circumstances under which they were madesummary prospectus contained therein, in the case of the Prospectus)or any amendment or supplement thereto, not misleadingor any application, in each case to the extent, but only to the extent, that if such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information prepared and furnished to the Company by such Investor specifically used in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement, or such application. Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of the Company or any such director, officer, employee, agent, advisor or controlling person and shall survive the transfer of such securities by such Investor. The indemnity provided by the Investor expressly for use therein; provided, however, that Investor shall not be liable under this Section 6(b1.5(b) for shall be only with respect to those of any other seller or prospective seller of securities, and not jointly and severally, and shall be limited in amount in excess to the net amount of proceeds received by such Investor from the gross proceeds paid sale of Eligible Securities pursuant to such Investor in respect of shares sold by it, and (ii) reimburse the Company for any legal or other expenses incurred by the Company in connection with investigating or defending any such action or claim as such expenses are incurredregistration statement.

Indemnification by the Investor. The Investor agrees, as a consequence of and upon the inclusion of any of its Registrable Securities in a Registration Statement which facilitates the disposition of Registrable Securities, to (i) shall indemnify and hold harmless the Company, each of its directors, its officers officers, employees and Affiliates, and each personPerson, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 20(a) of the Exchange Act, Act from and against any all losses, claims, damages or damages, liabilities and expenses (including reasonable costs of defense and investigation and all reasonable attorneys’ fees) to which the Company or and each such other persons may become Person becomes subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or damages, liabilities (or actions in respect thereof) and expenses arise out of or are based upon an any untrue statement or alleged untrue statement of a material fact contained in such the Current Report, the Registration Statement or any Prospectus Supplement or arise out of Permitted Free Writing Prospectus, or are based upon the in any amendment thereof or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (therein, in light of the circumstances under which they were made, in the case of the Prospectus), not misleading, in each case case, to the extent, but only to the extent, that such the untrue statement or statement, alleged untrue statement or statement, omission or alleged omission was made in reliance upon upon, and in conformity with with, written information furnished by the Investor to the Company by the Investor expressly for use therein; providedinclusion in the Current Report, howeverthe Registration Statement or such Prospectus Supplement or Permitted Free Writing Prospectus, that or any amendment thereof or supplement thereto. The Investor shall not be liable under this Section 6(b) for any amount in excess of the gross proceeds paid to such Investor in respect of shares sold by it, and (ii) reimburse the Company and each such director, officer or controlling Person promptly upon demand for any all legal or and other costs and expenses reasonably incurred by the Company or such indemnified Persons in connection with investigating investigating, defending against, or defending preparing to defend against any such action claim, action, suit or claim as such expenses are incurredproceeding with respect to which it is entitled to indemnification.

Indemnification by the Investor. The Investor agrees, as a consequence of and upon the inclusion of any of its Registrable Securities in a Registration Statement which facilitates the disposition of Registrable Securities, agrees to (i) indemnify and hold harmless the Company, its Affiliates, officers, directors, its officers employees and duly authorized agents, and each person, if any, who controls the Company within the meaning of either Section 15 Controlling Persons of the Securities Act or Section 20 of the Exchange ActCompany, from and against any lossesand all Damages, claimsjoint or several, damages and any action or liabilities proceeding in respect thereof to which the Company or Investor, its partners, Affiliates, officers, directors, employees and duly authorized agents, and any such other persons Controlling Person, may become subject, subject under the Securities Act or otherwise, as incurred, insofar as such losses, claims, damages or liabilities Damages (or actions or proceedings in respect thereof) arise out of of, or are based upon an upon, any untrue statement or alleged untrue statement of a material fact contained in such any Registration Statement Statement, preliminary prospectus or Prospectus prospectus relating to the Registrable Securities or arise arises out of of, or are based upon the upon, 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 in light of the circumstances under which they were made, in the case of the Prospectus), not misleading, in each case to the extent,, but only to the extent, extent that any such untrue statement or statement, alleged untrue statement or statement, omission or alleged omission was is made in reliance upon and in conformity with written information furnished to the Company by the Investor expressly which is specifically intended for by the Investor for use therein; providedin the preparation of any such Registration Statement, however, that Investor shall not be liable under this Section 6(b) for any amount in excess of the gross proceeds paid to such Investor in respect of shares sold by itpreliminary prospectus or prospectus, and (ii) shall reimburse the Company Company, its partners, Affiliates, officers, directors, employees and duly authorized agents, and each such Controlling Person, for any legal or and other expenses reasonably incurred by the Company Investor, its partners, Affiliates, officers, directors, employees and duly authorized agents, or any such Controlling Person, as incurred, in connection with investigating or defending or preparing to defend against any such action Damages or claim as such expenses are incurredactions or proceedings.