Common use of Indemnification by the Issuer Clause in Contracts

Indemnification by the Issuer. 8.1 Subject to the conditions set forth below, the Issuer, with respect to the Offering, agrees to indemnify and hold harmless the Broker-Dealer and its owners, managers, members, partners, directors, officers, employees, agents, attorneys, and accountants (the “BD Parties”) against any and all loss, liability, claim, damage, and expense whatsoever (“Loss”) arising out of, based upon, or relating in any manner, directly or indirectly, to the Broker-Dealer rendering the Services in accordance with this Agreement, including any negligent act or conduct by Broker-Dealer in rendering the Services.. Additionally, the Issuer agrees to reimburse the Broker-Dealer immediately for any and all expenses, including, without limitation, attorney fees, incurred by the Broker-Dealer in connection with investigating, preparing to defend or defending, or otherwise being involved in, and any lawsuits, claims, or other proceedings arising out of or in connection with or relating in any manner, directly or indirectly, to the rendering of any Services by the Broker-Dealer in accordance with the Agreement (as defendant, nonparty, or in any other capacity other than as a plaintiff, including, without limitation, as a party in an interpleader action); provided, however, that in the event a determination is made by a court of competent jurisdiction that the losses, claims, damages, or liability arose solely out of the Broker-Dealer’s breach of this Agreement, sole negligence, gross negligence, willful misconduct, dishonesty, fraud, or any violation of any applicable law, regulation, or rule, the Broker-Dealer will remit to the Issuer any amounts for which it had been reimbursed under this paragraph.

Indemnification by the Issuer. 8.1 9.1 Subject to the conditions set forth below, the Issuer, with respect to the Offering, agrees to indemnify and hold harmless the Broker-Dealer and its owners, managers, members, partners, directors, officers, employees, agents, attorneys, and accountants (the “BD Parties”) against any and all loss, liability, claim, damage, and expense whatsoever (“Loss”) arising out of, based upon, or relating in any manner, directly or indirectly, to the Broker-Dealer rendering the Services in accordance with this Agreement, including any negligent act or conduct by Broker-Dealer in rendering the Services.. Additionally, the Issuer agrees to reimburse the Broker-Dealer immediately for any and all expenses, including, without limitation, attorney fees, incurred by the Broker-Dealer in connection with investigating, preparing to defend or defending, or otherwise being involved in, and any lawsuits, claims, or other proceedings arising out of or in connection with or relating in any manner, directly or indirectly, to the rendering of any Services by the Broker-Dealer in accordance with the Agreement (as defendant, nonparty, or in any other capacity other than as a plaintiff, including, without limitation, as a party in an interpleader action); provided, however, that in the event a determination is made by a court of competent jurisdiction that the losses, claims, damages, or liability arose solely out of the Broker-Dealer’s breach of this Agreement, sole negligence, gross negligence, willful misconduct, dishonesty, fraud, or any violation of any applicable law, regulation, or rule, the Broker-Dealer will remit to the Issuer any amounts for which it had been reimbursed under this paragraph.