Common use of Indemnification by Xxxxx Clause in Contracts

Indemnification by Xxxxx. In connection with any registration statement in which Xxxxx is participating, Xxxxx will furnish to the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such registration statement or prospectus and, to the extent permitted by law, will indemnify and hold harmless the Company and its Indemnitees against any losses, claims, damages, liabilities, joint or several, to which the Company or any such Indemnitee may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon (a) any untrue or alleged untrue statement of material fact contained in the registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or in any application, together with any documents incorporated therein by reference or (b) any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, any such prospectus or preliminary prospectus or any amendment or supplement thereto, or in any application, in reliance upon and in conformity with written information prepared and furnished to the Company by Xxxxx expressly for use therein, and Xxxxx will reimburse the Company and each such Indemnitee for any legal or any other expenses including any amounts paid in any settlement effected with the consent of Xxxxx, which consent will not be unreasonably withheld or delayed, incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding; provided, however, that the obligation to indemnify will be limited to the net amount of proceeds received by Xxxxx from the sale of Registrable Securities pursuant to such registration statement, less any other amounts paid by Xxxxx in respect of such untrue statement, alleged untrue statement, omission or alleged omission.

Indemnification by Xxxxx. In connection with the event of any registration statement in which of securities of Xxxxx is participatingunder the Securities Act or obtaining a receipt for any Canadian Prospectus, Xxxxx will furnish to the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such registration statement or prospectus and, to the extent permitted by law, will shall indemnify and hold harmless (A) in the Company case of any registration or prospectus qualification of Subject Securities hereunder, CLGI, its Affiliates and each underwriter, selling agent or other securities professional, if any, which facilitates the disposition of Subject Securities, and each of the respective officers, directors, partners, shareholders, employees, agents or other representatives of CLGI and its Indemnitees Affiliates, and (B) in the case of any registration statement or Canadian Prospectus of Xxxxx, CLGI, its directors and officers and each Person who controls or is controlled by CLGI within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each such person being sometimes referred to as an Indemnified Person) from and against any and all losses, claims, damagesdamages or, liabilitiesliabilities and expenses whatsoever (Losses), joint or several, to which the Company or any such Indemnitee Indemnified Person may become subject under the Securities Act Act, Canadian Securities Laws or otherwise, insofar as such losses, claims, damages or damages, liabilities and expenses whatsoever (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon (aX) any untrue statement or alleged untrue statement of a material fact contained in any (i) in the registration statementcase of a U.S. Filing, prospectus Registration Statement under which such Subject Securities are to be registered under the Securities Act, or preliminary prospectus any U.S. Prospectus contained therein or any amendment thereof or supplement thereto thereto, and (ii) in the case of a Canadian Filing, a Canadian Prospectus under which a receipt or in receipts may be obtained under applicable Canadian Securities Laws, or any applicationamendment or supplement thereto, together with any documents incorporated therein by reference or (b) any Y)the omission or alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus in the light of the circumstances under which they were made) not misleading, but only to the extent that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, any such prospectus or preliminary prospectus or any amendment or supplement thereto, or in any application, in reliance upon and in conformity with written information prepared and furnished to the Company by Xxxxx expressly for use therein, and Xxxxx will hereby agrees to reimburse the Company and each such Indemnitee Indemnified Person for any legal fees or any other expenses including any amounts paid in any settlement effected with the consent of Xxxxx, which consent will not be unreasonably withheld or delayed, reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceedingclaim as such expenses are incurred; provided, however, that the obligation Xxxxx shall not be liable to indemnify will be limited any such Indemnified Person in any such case to the net amount extent; but only to the extent that (i) any such loss, claim, damage or liability arises out of proceeds received by Xxxxx from the sale of Registrable Securities pursuant to such registration statement, less any other amounts paid by Xxxxx in respect of such or is based upon an untrue statement, statement or alleged untrue statement, statement or omission or alleged omissionomission made in such Registration Statement and/or Canadian Prospectus, or amendment or supplement, in reliance upon and in conformity with written information furnished to Xxxxx by such Indemnified Person expressly for use therein (ii) the foregoing indemnity with respect to any untrue statement contained in or omitted from a Registration Statement and/or a Canadian Prospectus shall not inure to the benefit of any party (or any person controlling such party) who is obligated to deliver a prospectus in transactions in a security as to which a Registration Statement has been filed pursuant to the Securities Act and from whom the person asserting any such Losses purchased any of the Subject Securities to the extent that such Losses resulted from such party having sold Subject Securities to a person to whom there was not sent or given, at or prior to the written confirmation of such sale, a copy of the Registration Prospectus or a Canadian Prospectus, as amended or supplemented, and (x) the Company shall have previously and timely furnished sufficient copies of the Registration Statement or a Canadian Prospectus, as so amended or supplemented, to such party in accordance with this Agreement and (y) the Registration Statement or a Canadian Prospectus, as so amended or supplemented, would have corrected such untrue statement or omission of a material fact.

Indemnification by Xxxxx. In connection with any registration statement in which Xxxxx is participatingSubject to the provisions of this Section 4.1 below, Xxxxx will furnish agrees to the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such registration statement or prospectus and, to the extent permitted by law, will indemnify and hold harmless each Investor, and each Investor’s officers, employees, affiliates, directors, partners, members, attorneys and agents, and each Person, if any, who controls an Investor (within the Company and its Indemnitees against any losses, claims, damages, liabilities, joint or several, to which the Company or any such Indemnitee may become subject under meaning of Section 15 of the Securities Act or otherwiseSection 20 of the Exchange Act) (each, insofar as such an “Investor Indemnified Party”), from and against any expenses, losses, judgments, claims, actions, damages or liabilities (or actions or proceedingscollectively, “Losses”), whether commenced joint or threatenedseveral, in respect thereof) arise arising out of or are based upon (a) any untrue or alleged untrue statement of a material fact contained in any Registration Statement under which the registration statementsale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or preliminary summary prospectus contained in the Registration Statement, or any amendment thereof or supplement thereto to such Registration Statement, or in any application, together with any documents incorporated therein by reference arising out of or (b) based upon any omission or alleged omission of to state a material fact required to be stated therein or necessary to make the statements therein not misleading, but only or any violation by Buyer of the Securities Act or any rule or regulation promulgated thereunder applicable to Buyer and relating to action or inaction required of Buyer in connection with any such registration (provided, however, that the indemnification contained in this Section 4.1 shall not apply to amounts paid in settlement of any such Loss if such settlement is effected without the consent of Buyer, such consent not to be unreasonably withheld, delayed or conditioned); and Buyer shall promptly reimburse the Investor Indemnified Party for any legal and any other expenses reasonably incurred by such Investor Indemnified Party in connection with investigating and defending any such Loss; provided, however, that Buyer will not be liable in any such case to the extent that any such Loss arises out of or is based upon any untrue statement (or alleged untrue statement) statement or omission (or alleged omission) is omission made in such registration statementRegistration Statement, preliminary prospectus, final prospectus, or summary prospectus, or any such prospectus or preliminary prospectus or any amendment or supplement thereto, or in any applicationsupplement, in reliance upon and in conformity with written information prepared and furnished to the Company Buyer, in writing, by Xxxxx such selling Investor or Investor Indemnified Party expressly for use therein. Buyer also shall indemnify any Underwriter of the Registrable Securities, their officers, affiliates, directors, partners, members and Xxxxx will reimburse the Company agents and each Person who controls such Indemnitee for any legal or any other expenses including any amounts paid Underwriter on substantially the same basis as that of the indemnification provided above in any settlement effected with the consent of Xxxxx, which consent will not be unreasonably withheld or delayed, incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding; provided, however, that the obligation to indemnify will be limited to the net amount of proceeds received by Xxxxx from the sale of Registrable Securities pursuant to such registration statement, less any other amounts paid by Xxxxx in respect of such untrue statement, alleged untrue statement, omission or alleged omissionthis Section 4.1.

Indemnification by Xxxxx. In connection with the event of any registration statement in which of securities of Xxxxx is participatingunder the Securities Act or obtaining a receipt for any Canadian Prospectus, Xxxxx will furnish to the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such registration statement or prospectus and, to the extent permitted by law, will shall indemnify and hold harmless (i) in the Company case of any registration or prospectus qualification of Subject Securities hereunder, each Investor, its Affiliates and each underwriter, selling agent or other securities professional, if any, which facilitates the disposition of Subject Securities, and each of the respective officers, directors, partners, shareholders, employees, agents or other representatives of such Investor and its Indemnitees Affiliates, and (ii) in the case of any registration statement or Canadian Prospectus of Xxxxx, each Investor, its directors and officers and each Person who controls or is controlled by each Investor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each such person being sometimes referred to as an “INDEMNIFIED PERSON”) from and against any and all losses, claims, damagesdamages or, liabilitiesliabilities and expenses whatsoever (“LOSSES”), joint or several, to which the Company or any such Indemnitee Indemnified Person may become subject under the Securities Act Act, Canadian Securities Laws or otherwise, insofar as such losses, claims, damages or damages, liabilities and expenses whatsoever (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon (aA) any untrue statement or alleged untrue statement of a material fact contained in any (x) in the registration statementcase of a U.S. Filing, prospectus Registration Statement under which such Subject Securities are to be registered under the Securities Act, or preliminary prospectus any U.S. Prospectus contained therein or any amendment thereof or supplement thereto thereto, and (y) in the case of a Canadian Filing, a Canadian Prospectus under which a receipt or in receipts may be obtained under applicable Canadian Securities Laws, or any applicationamendment or supplement thereto, together with any documents incorporated therein by reference or (bB) any the omission or alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus in the light of the circumstances under which they were made) not misleading, but only to the extent that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, any such prospectus or preliminary prospectus or any amendment or supplement thereto, or in any application, in reliance upon and in conformity with written information prepared and furnished to the Company by Xxxxx expressly for use therein, and Xxxxx will hereby agrees to reimburse the Company and each such Indemnitee Indemnified Person for any legal fees or any other expenses including any amounts paid in any settlement effected with the consent of Xxxxx, which consent will not be unreasonably withheld or delayed, reasonably incurred by them in connection with investigating or defending any such action or claim as such expenses are incurred; PROVIDED; HOWEVER, that Xxxxx shall not be liable to any such Indemnified Person in any such case to the extent; but only to the extent that (I) any such loss, claim, liability, action damage or proceeding; provided, however, that the obligation to indemnify will be limited to the net amount liability arises out of proceeds received by Xxxxx from the sale of Registrable Securities pursuant to such registration statement, less any other amounts paid by Xxxxx in respect of such or is based upon an untrue statement, statement or alleged untrue statement, statement or omission or alleged omissionomission made in such Registration Statement and/or Canadian Prospectus, or amendment or supplement, in reliance upon and in conformity with written information furnished to Xxxxx by such Indemnified Person expressly for use therein (II) the foregoing indemnity with respect to any untrue statement contained in or omitted from a Registration Statement and/or a Canadian Prospectus shall not inure to the benefit of any party (or any person controlling such party) who is obligated to deliver a prospectus in transactions in a security as to which a Registration Statement has been filed pursuant to the Securities Act and from whom the person asserting any such Losses purchased any of the Subject Securities to the extent that such Losses resulted from such party having sold Subject Securities to a person to whom there was not sent or given, at or prior to the written confirmation of such sale, a copy of the Registration Prospectus or a Canadian Prospectus, as amended or supplemented, and (1) the Company shall have previously and timely furnished sufficient copies of the Registration Statement or a Canadian Prospectus, as so amended or supplemented, to such party in accordance with this Agreement and (2) the Registration Statement or a Canadian Prospectus, as so amended or supplemented, would have corrected such untrue statement or omission of a material fact.

Indemnification by Xxxxx. In connection with the event of any registration statement in which of securities of Xxxxx is participatingunder the Securities Act or obtaining a receipt for any Canadian Prospectus, Xxxxx will furnish to the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such registration statement or prospectus and, to the extent permitted by law, will shall indemnify and hold harmless (A) in the Company case of any registration or prospectus qualification of Subject Securities hereunder, CLGI, its Affiliates and each underwriter, selling agent or other securities professional, if any, which facilitates the disposition of Subject Securities, and each of the respective officers, directors, partners, shareholders, employees, agents or other representatives of CLGI and its Indemnitees Affiliates, and (B) in the case of any registration statement or Canadian Prospectus of Xxxxx, CLGI, its directors and officers and each Person who controls or is controlled by CLGI within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each such person being sometimes referred to as an "INDEMNIFIED PERSON") from and against any and all losses, claims, damagesdamages or, liabilitiesliabilities and expenses whatsoever ("LOSSES"), joint or several, to which the Company or any such Indemnitee Indemnified Person may become subject under the Securities Act Act, Canadian Securities Laws or otherwise, insofar as such losses, claims, damages or damages, liabilities and expenses whatsoever (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon (aX) any untrue statement or alleged untrue statement of a material fact contained in any (i) in the registration statementcase of a U.S. Filing, prospectus Registration Statement under which such Subject Securities are to be registered under the Securities Act, or preliminary prospectus any U.S. Prospectus contained therein or any amendment thereof or supplement thereto thereto, and (ii) in the case of a Canadian Filing, a Canadian Prospectus under which a receipt or in receipts may be obtained under applicable Canadian Securities Laws, or any applicationamendment or supplement thereto, together with any documents incorporated therein by reference or (bY) any the omission or alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus in the light of the circumstances under which they were made) not misleading, but only to the extent that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, any such prospectus or preliminary prospectus or any amendment or supplement thereto, or in any application, in reliance upon and in conformity with written information prepared and furnished to the Company by Xxxxx expressly for use therein, and Xxxxx will hereby agrees to reimburse the Company and each such Indemnitee Indemnified Person for any legal fees or any other expenses including any amounts paid in any settlement effected with the consent of Xxxxx, which consent will not be unreasonably withheld or delayed, reasonably incurred by them in connection with investigating or defending any such action or claim as such expenses are incurred; PROVIDED, HOWEVER, that Xxxxx shall not be liable to any such Indemnified Person in any such case to the extent; but only to the extent that (i) any such loss, claim, liability, action damage or proceeding; provided, however, that the obligation to indemnify will be limited to the net amount liability arises out of proceeds received by Xxxxx from the sale of Registrable Securities pursuant to such registration statement, less any other amounts paid by Xxxxx in respect of such or is based upon an untrue statement, statement or alleged untrue statement, statement or omission or alleged omissionomission made in such Registration Statement and/or Canadian Prospectus, or amendment or supplement, in reliance upon and in conformity with written information furnished to Xxxxx by such Indemnified Person expressly for use therein (ii) the foregoing indemnity with respect to any untrue statement contained in or omitted from a Registration Statement and/or a Canadian Prospectus shall not inure to the benefit of any party (or any person controlling such party) who is obligated to deliver a prospectus in transactions in a security as to which a Registration Statement has been filed pursuant to the Securities Act and from whom the person asserting any such Losses purchased any of the Subject Securities to the extent that such Losses resulted from such party having sold Subject Securities to a person to whom there was not sent or given, at or prior to the written confirmation of such sale, a copy of the Registration Prospectus or a Canadian Prospectus, as amended or supplemented, and (x) the Company shall have previously and timely furnished sufficient copies of the Registration Statement or a Canadian Prospectus, as so amended or supplemented, to such party in accordance with this Agreement and (y) the Registration Statement or a Canadian Prospectus, as so amended or supplemented, would have corrected such untrue statement or omission of a material fact.