Common use of Indemnification by the Investor Clause in Contracts

Indemnification by the Investor. In connection with any registration effected under this Agreement, the Investor shall indemnify each underwriter (if any) of the securities so registered, the Company, each of their respective officers, directors, managers, members, partners, stockholders and Affiliates, and each Person who controls any of the foregoing within the meaning of the Securities Act (each, an “Investor Indemnified Party”) against any and all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of 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 (or alleged omission) to state therein any material fact required to be stated therein or necessary to make the statement therein not misleading, and the Investor will promptly reimburse each Investor Indemnified Party for any reasonable legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, whether or not otherwise resulting in liability; provided, however, that this Section 10(b) shall apply only if (and only to the extent that) such statement or omission was made in reliance upon written information furnished to such underwriter or the Company by the Investor or its counsel or representative specifically for use in 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 particular registration shall be limited to an amount equal to the net proceeds (after deducting underwriting fees, commissions or discounts) received by the Investor from the Registrable Securities sold by it in such registration.

Indemnification by the Investor. In connection with any registration effected under this Agreementof Registrable Securities hereunder, the Investor shall will, and hereby does agree to indemnify each underwriter (if any) of the securities so registered, and hold harmless the Company, each director of their respective officersthe Company, directors, managers, members, partners, stockholders and Affiliates, each officer of the Company and each Person other Person, if any, who controls any of the foregoing Company within the meaning of the Securities 1933 Act (each, an “exclusive of the Investor Indemnified Party”itself or any of its affiliates) against and in respect of any and all losses, claims, damages, liabilities or expenses, including interest, penalties and reasonable attorney’s fees, to which the Company or any such directors, officers or other Persons becomes subject, insofar as such losses, claims, damages and or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arising arise out of or are based on upon any breach of this Agreement or any untrue statement (or alleged untrue statement) statement of any material fact contained in any Prospectusfact, 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 (or alleged omission) omission to state therein any a material fact required to be stated therein or necessary to make the statement statements therein not misleading, and contained in any registration statement under which such Registrable Securities were registered under the Investor will promptly reimburse each Investor Indemnified Party for 1933 Act, any reasonable legal and preliminary prospectus, final prospectus or summary prospectus contained therein, or any other expenses reasonably incurred amendment or supplement thereto, or contained in connection with investigating or defending any such claim, loss, damage, liability or action, whether or not otherwise resulting in liabilityfiling under applicable state securities laws; provided, however, that this Section 10(b) shall apply only if (and only to the extent that) any such statement statement, alleged statement, omission, or alleged omission was made in reliance upon and in conformity with written information furnished to such underwriter or the Company by the Investor or its counsel or representative specifically for use in such ProspectusInvestor, offering circular or other document (or related Registration Statement, notification or the like); and provided further that (i) any single claim made hereunder involve liability of no less than $25,000, and (ii) that any such liability, individually or in the Investor’s liability hereunder with respect to any particular registration shall be limited to an aggregate, not exceed the amount equal to the of net proceeds (after deducting underwriting fees, commissions or discounts) received realized by the Investor from the in any offering of Registrable Securities sold by it in such registration.hereunder..

Indemnification by the Investor. In connection with any registration effected under this Agreement, the Investor shall indemnify each underwriter (if any) of the securities so registered, the Company, each of their respective officers, directors, managers, members, partners, stockholders and Affiliates, and each Person who controls any of the foregoing within the meaning of the Securities Act (each, each an “Investor Indemnified Party”) against any and all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of 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 (or alleged omission) to state therein any material fact required to be stated therein or necessary to make the statement therein not misleading, and the Investor will promptly reimburse each Investor Indemnified Party for any reasonable legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, whether or not otherwise resulting in liability; provided, however, that this Section 10(b) shall apply only if (and only to the extent that) such statement or omission was made in reliance upon written information furnished to such underwriter or the Company by the Investor or its counsel or representative specifically for use in such Prospectus, offering circular or other document (or related Registration Statement, notification or the like); and and, provided further further, that the Investor’s liability hereunder with respect to any particular registration shall be limited to an amount equal to the net proceeds (after deducting underwriting fees, commissions or discounts) received by the Investor from the Registrable Securities sold by it in such registration.

Indemnification by the Investor. In connection with any registration effected under this Agreement, the Investor shall indemnify each underwriter (if any) of the securities so registered, and hold harmless the Company, each of their respective its directors, officers, directorsagents and employees, managers, members, partners, stockholders and Affiliates, and each Person who controls any of the foregoing Company (within the meaning of Section 15 of the Securities Act (eachand Section 20 of the Exchange Act), an “Investor Indemnified Party”) and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against any and all claimsLosses, lossesas incurred, damages and liabilities (or actions in respect thereof) arising out of or are based on upon (x) any untrue statement (or alleged untrue statement) statement of any a material fact contained in any Registration Statement, any Prospectus, offering circular or other document incident to any registrationform of prospectus, qualification or compliance (or in any related Registration Statementamendment or supplement thereto or in any preliminary prospectus, notification or the like) arising out of or relating to any omission (or alleged omission) to state therein any omission of a material fact required to be stated therein or necessary to make the statement statements therein (in the case of any Prospectus, or any form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleadingmisleading (i) to the extent, and the Investor will promptly reimburse each Investor Indemnified Party for any reasonable legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, whether or not otherwise resulting in liability; provided, however, that this Section 10(b) shall apply only if (and but only to the extent that) extent, that such statement untrue statements or omission was made omissions are based solely upon information regarding such Investor furnished in reliance upon written information furnished writing to such underwriter or the Company by the such Investor or its counsel or representative specifically expressly for use therein or (ii) in the case of an occurrence of an event of the type specified in Section 3(c)(iii)-(v), to the extent, but only to the extent, related to the use by such Prospectus, offering circular Investor of an outdated or other document defective Prospectus after the Company has notified such Investor in writing that the Prospectus is outdated or defective and prior to the receipt by such Holder of the Advice contemplated in Section 8(h). In no event shall the liability of any selling Investor hereunder be greater in amount than the dollar amount of the net proceeds received by such Investor upon the sale of the Registrable Securities giving rise to such indemnification obligation (y) any untrue or related alleged untrue statement of a material fact of such Investor not contained in any Registration Statement, notification any Prospectus, or the like); and provided further that the Investor’s liability hereunder with respect any form of prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any particular omission or alleged omission of a material fact of such Investor required to be stated or necessary to make the statements (in the case of any Prospectus, or any form of prospectus or supplement thereto, in light of the circumstances under which they were made) and (z) any violation of the registration shall be limited to an amount equal to the net proceeds (after deducting underwriting fees, commissions or discounts) received provisions under state Blue Sky laws by the Investor from the Registrable Securities sold by it in such registrationInvestor.

Indemnification by the Investor. In connection with any registration effected under this AgreementThe Investor will indemnify, the Investor shall indemnify each underwriter (if any) of the securities so registered, defend and hold harmless the Company, each of their respective officers, its directors, managers, members, partners, stockholders and Affiliates, each of its officers who sign the Registration Statement and each Person person, if any, who controls any of the foregoing Company within the meaning of the Securities Act (eachAct, an “Investor Indemnified Party”) against any and all claimsLosses to which the Company, losseseach of its directors, damages and liabilities (each of its officers who sign the Registration Statement or actions in respect thereof) arising such controlling person may become subject, as incurred, under the Securities Act, the Exchange Act, or any other federal or state statutory law or regulation insofar as such Losses arise out of or are based upon (i) any failure on the part of the Investor to comply with the covenants and agreements contained in Sections 3.5 or 5.3 of this Agreement respecting the sale of the Registrable Securities or (ii) the inaccuracy of any representation or warranty made by the Investor in this Agreement or (iii) any untrue statement (or alleged untrue statement) of any material fact contained in any Prospectus, offering circular or other document incident to any registration, qualification or compliance (or in any related the Registration Statement, notification the Prospectus, or any amendment or supplement to the Registration Statement or Prospectus, or the like) or any omission (or alleged omission) to state therein any a material fact required to be stated therein or necessary to make the statement statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or omission was made in the Registration Statement, the Prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Investor will promptly reimburse each Investor Indemnified Party expressly for any reasonable legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, whether or not otherwise resulting in liabilityuse therein; provided, however, that this Section 10(b) the Investor shall apply only if (and only to the extent that) not be liable for any such untrue statement or omission was made in reliance upon written information furnished of which the Investor has delivered to such underwriter or the Company by in writing a correction at least two business days before the occurrence of the transaction from which such loss was incurred. Notwithstanding the provisions of this Section 5.4, the Investor or its counsel or representative specifically shall not be liable for use any indemnification obligation under this Agreement in such Prospectus, offering circular or other document (or related Registration Statement, notification or excess of the like); and provided further that the Investor’s liability hereunder with respect to any particular registration shall be limited to an amount equal to the of net proceeds (after deducting underwriting fees, commissions or discounts) received by the Investor from the sale of the Registrable Securities sold by it in such registrationSecurities.