Common use of Indemnification by Clause in Contracts

Indemnification by. agrees to indemnify and hold harmless the Company, its officers, directors, employees and agents and each Person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, together with each such Person’s respective officers, directors, employees and agents, and each affiliate of the Company (within the meaning of Rule 405 under the Securities), from and against any losses, claims, damages or liabilities, and any action or proceeding in respect thereof, to which the Company, its officers, directors, employees or agents, any such controlling Person and any officer, director, employee or agent of such controlling Person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as losses, claims, damages or liabilities (or action or proceeding in respect thereof) arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus or any other prospectus relating to the Common Shares, or any amendment or supplement thereto, any preliminary prospectus or any Issuer Free Writing Prospectus, or arise out of, or are based upon, any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of the Prospectus or any other prospectus relating to the Common Shares, or any amendment or supplement thereto, any preliminary prospectus or any Issuer Free Writing Prospectus in light of the circumstances in which they were made) 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 therein in reliance upon and in conformity with written information related to or its plan of distribution furnished to the Company by or on behalf of expressly for use therein, and shall reimburse the Company, its officers, directors, employees and agents, and each Controlling Person of the Company, for any reasonable legal and other expenses incurred thereby in investigating or defending or preparing to defend against any such losses, claims, damages or liabilities, or actions or proceedings in respect thereof.

Indemnification by. the Company. The Company shall, and it hereby agrees to to, indemnify and hold ----------- harmless the Company, its officers, directors, employees and agents and each Person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, together with each such Person’s respective officers, directors, employees and agentsShareholder, and each affiliate person who participates as a placement or sales agent or as an underwriter in any offering or sale of the Company (within the meaning of Rule 405 under the Securities)Shares, from and against any losses, claims, damages or liabilities, and any action or proceeding in respect thereof, liabilities to which the Company, its officers, directors, employees Shareholder or agents, any such controlling Person and any officer, director, employee agent or agent of such controlling Person underwriter may become subject under the Securities Act, the Exchange Act or otherwisesubject, insofar as such losses, claims, damages or liabilities (or action actions or proceeding proceedings in respect thereof) (collectively, "Claims") arise out of, of or are based upon, any upon an untrue statement or alleged untrue ------- statement of a material fact contained in the Registration Statementany registration statement, the Prospectus or any other preliminary or final prospectus relating to the Common Sharescontained therein, or any amendment or supplement thereto, any preliminary prospectus or any Issuer Free Writing Prospectusdocument incorporated by reference therein, or arise out of, of or are based upon, upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of the Prospectus or any other prospectus relating to the Common Sharestherein, or any amendment or supplement thereto, any preliminary prospectus or any Issuer Free Writing Prospectus in light of the circumstances in which they were made) , not misleading misleading, and the Company shall, and it hereby agrees to, reimburse the Shareholder or any such agent or underwriter for any legal or other out-of- pocket expenses reasonably incurred by them in each connection with investigating or defending any such Claims; provided, however, that the Company shall not be -------- ------- liable to any such person in any such case to the extent, but only to the extent that any such Claims arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary or final prospectus, or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by the Shareholder or any agent, underwriter or representative of the Shareholder expressly for use therein, or by the Shareholder's failure to furnish the Company, upon request, with the information with respect to the Shareholder, or any agent, underwriter or representative of the Shareholder, or the Shareholder's intended method of distribution, that is the subject of the untrue statement or omission or if the Company shall sustain the burden of proving that the Shareholder or such agent or underwriter sold securities to the person alleging such Claims without sending or giving, at or prior to the written confirmation of such sale, a copy of the applicable prospectus (excluding any documents incorporated by reference therein) or of the applicable prospectus, as then amended or supplemented (excluding any documents incorporated by reference therein), if the Company had previously furnished copies thereof to the Shareholder or such agent or underwriter, and such prospectus corrected such untrue statement or alleged untrue statement or omission or alleged omission was made therein in reliance upon and in conformity with written information related to or its plan of distribution furnished to the Company by or on behalf of expressly for use therein, and shall reimburse the Company, its officers, directors, employees and agents, and each Controlling Person of the Company, for any reasonable legal and other expenses incurred thereby in investigating or defending or preparing to defend against any such losses, claims, damages or liabilities, or actions or proceedings in respect thereofregistration statement.