Common use of Indemnification by the Placement Agent Clause in Contracts

Indemnification by the Placement Agent. The Placement Agent agrees to indemnify and hold harmless the Company and each person, if any, who controls the Company against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the 1933 Act, the 1934 act and applicable Blue Sky Laws or any other statute or common law or otherwise, and to reimburse the Company and each such controlling person, if any, for any legal or other expenses reasonably incurred by it or them in connection with defending any actions, insofar as such losses, claims, damages, liabilities or actions solely arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Memorandum, or the 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 each case to the extent, but only to the extent, that such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with information furnished herein or in writing to the Company by the Placement Agent for use in connection with the Memorandum. The indemnity agreement contained in this Section 5.2 will be in addition to any liability the Placement Agent may otherwise have. The Placement Agent shall indemnify and hold harmless the Company and each person, if any, who controls the Company against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject solely as result of any bad faith or willful misconduct by the Placement Agent in connection with the Offering.

Indemnification by the Placement Agent. The Placement Agent agrees to indemnify and hold harmless the Company and each person, if any, who controls the Company within the meaning of the Securities Act and/or the 1934 Act, including all officers and directors of the Company, counsel and accountants from and against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject subject, under the 1933 Act, the 1934 act and applicable Blue Sky Laws Securities Act or any other statute or common law or otherwise, and to reimburse the Company and each such controlling person, if any, for any legal or other expenses reasonably incurred by it or them in connection with defending any actions, otherwise insofar as such losses, claims, damages, damages or liabilities (or actions solely action in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained (A) in the MemorandumOffering Documents, or (B) in any Blue Sky Application, or (ii) the omission or alleged omission by the Company to state therein in the Offering Documents or in any Blue Sky Application 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, not misleading, ; but in each case case, only if and to the extent, but only to the extent, 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 herein or in writing to the Company by the Placement Agent specifically for use in connection with the Memorandum. The indemnity agreement contained in this Section 5.2 will be in addition reference to any liability the Placement Agent may otherwise have. The Placement Agent shall indemnify and hold harmless the Company and each person, if any, who controls the Company against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject solely as result of any bad faith or willful misconduct by the Placement Agent in the preparation of the Offering Documents or any such Blue Sky Application; or (iii) any other Non-Indemnity Event; and will reimburse the Company and for any legal or other expenses reasonably incurred by the Company in connection with investigating or defending any such loss, claim, damage, liability or action; provided that such loss, claim, damage or liability is found ultimately to arise out of or be based upon the Offeringcircumstances described in clauses (i), (ii), or (iii) of this Section 8(b).