Common use of Indemnification from the Buyer Clause in Contracts

Indemnification from the Buyer. a. Without limitation of any other provision of this Agreement, the Buyer agrees to defend, indemnify and hold the Company and is Affiliates and their respective direct and indirect partners, members, shareholders, directors, officers, employees and agents and each person who controls any of them within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (parties receiving the benefit of the indemnification provisions herein shall be referred to collectively as "Indemnified Parties" and individually as an "Indemnified Party") harmless from and against any and all losses, claims, damages, obligations, liens, assessments, judgments, fines, liabilities, and other costs and expenses (including without limitation interest, penalties and any investigation, legal and other expenses incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted, as the same are incurred, and including any diminution in the value of the Shares) of any kind or nature whatsoever (collectively, "Liabilities") which may be sustained or suffered by any such indemnified Party, based upon, arising out of, by reason of or otherwise in respect of or in connection with (i) any inaccuracy in or breach of any representation or warranty made by the Company in this Agreement, in the Registration Rights Agreement, or in any other agreement, instrument or other document delivered pursuant to this Agreement or the Registration Rights Agreement, (ii) any breach of any covenant or agreement made by the Company in this Agreement, in the Registration Rights Agreement, or in any other agreement, instrument or other document delivered pursuant to this Agreement or the Registration Rights Agreement, or (iii) any third party or governmental action relating to any action taken or omitted to be taken or alleged to have been taken or omitted to have been taken by an Indemnified Party as Shareholder, director, agent, representative or controlling person of the Buyer, including, without limitation, any and all losses, claims, damages, expenses and liabilities, joint or several (including any investigation, legal and other expenses incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted as the same may be incurred) arising or alleged to arise under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, including without limitation any such claim alleging so-called control person liability or securities law liability; provided, however, that the Buyer will not be liable to an Indemnified Party (A) to the extent that it is finally judicially determined that such Liabilities resulted from the willful misconduct or gross negligence of such Indemnified Party; or (B) to the extent that it is finally judicially determined that such Liabilities resulted from the material breach by such Indemnified Party of any representation, warranty, covenant or other agreement of such Indemnified Party contained in this Agreement or the Registration Rights Agreement; provided, further that if and to the extent that such indemnification is unenforceable for any reason, the Buyer shall make the maximum contribution to the payment and satisfaction of such indemnified liability which shall be permissible under applicable laws.

Indemnification from the Buyer. a. (a) Without limitation of any other provision of this Agreement, the Buyer agrees to defend, indemnify and hold the Company Seller and is Affiliates and their respective direct and indirect partners, members, shareholders, directors, officers, employees and agents and each person who controls any of them within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (parties receiving the benefit of the indemnification provisions herein shall be referred to collectively as "Indemnified Parties" and individually as an "Indemnified Party") harmless from and against any and all losses, claims, damages, obligations, liens, assessments, judgments, fines, liabilities, and other costs and expenses (including without limitation interest, penalties and any investigation, legal and other expenses incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted, as the same are incurred, and including any diminution in the value of the Shares) of any kind or nature whatsoever (collectively, "Liabilities") which may be sustained or suffered by any such indemnified Party, based upon, arising out of, by reason of or otherwise in respect of or in connection with (i) any inaccuracy in or breach of any representation or warranty made by the Company Buyer in this Agreement, in the Registration Rights Agreement, or in any other agreement, instrument or other document delivered pursuant to this Agreement or the Registration Rights Agreement, (ii) any breach of any covenant or agreement made by the Company Buyer in this Agreement, in the Registration Rights Agreement, or in any other agreement, instrument or other document delivered pursuant to this Agreement or the Registration Rights Agreement, or (iii) any third party or governmental action relating to any action taken or omitted to be taken or alleged to have been taken or omitted to have been taken by an Indemnified Party as Shareholder, director, agent, representative or controlling person of the Buyer, including, without limitation, any and all losses, claims, damages, expenses and liabilities, joint or several (including any investigation, legal and other expenses incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted as the same may be incurred) arising or alleged to arise under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, including without limitation any such claim alleging so-called control person liability or securities law liability; provided, however, that the Buyer will not be liable to an Indemnified Party (A) to the extent that it is finally judicially determined that such Liabilities resulted from the willful misconduct or gross negligence of such Indemnified Party; or (B) to the extent that it is finally judicially determined that such Liabilities resulted from the material breach by such Indemnified Party of any representation, warranty, covenant or other agreement of such Indemnified Party contained in this Agreement or the Registration Rights Agreement; provided, further that if and to the extent that such indemnification is unenforceable for any reason, the Buyer shall make the maximum contribution to the payment and satisfaction of such indemnified liability which shall be permissible under applicable laws.

Indemnification from the Buyer. a. (a) Without limitation of any other provision of this Agreement, the Buyer agrees to defend, indemnify and hold the Company and is Affiliates and their respective direct and indirect partners, members, shareholders, directors, officers, employees and agents and each person who controls any of them within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (parties receiving the benefit of the indemnification provisions herein shall be referred to collectively as "Indemnified Parties" and individually as an "Indemnified Party") harmless from and against any and all losses, claims, damages, obligations, liens, assessments, judgments, fines, liabilities, and other costs and expenses (including without limitation interest, penalties and any investigation, legal and other expenses incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted, as the same are incurred, and including any diminution in the value of the Shares) of any kind or nature whatsoever (collectively, "Liabilities") which may be sustained or suffered by any such indemnified Party, based upon, arising out of, by reason of or otherwise in respect of or in connection with (i) any inaccuracy in or breach of any representation or warranty made by the Company in this Agreement, in the Registration Rights Agreement, or in any other agreement, instrument or other document delivered pursuant to this Agreement or the Registration Rights Agreement, (ii) any breach of any covenant or agreement made by the Company in this Agreement, in the Registration Rights Agreement, or in any other agreement, instrument or other document delivered pursuant to this Agreement or the Registration Rights Agreement, or (iii) any third party or governmental action relating to any action taken or omitted to be taken or alleged to have been taken or omitted to have been taken by an Indemnified Party as Shareholder, director, agent, representative or controlling person of the Buyer, including, without limitation, any and all losses, claims, damages, expenses and liabilities, joint or several (including any investigation, legal and other expenses incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted as the same may be incurred) arising or alleged to arise under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, including without limitation any such claim alleging so-called control person liability or securities law liability; provided, however, that the Buyer will not be liable to an Indemnified Party (A) to the extent that it is finally judicially determined that such Liabilities resulted from the willful misconduct or gross negligence of such Indemnified Party; or (B) to the extent that it is finally judicially determined that such Liabilities resulted from the material breach by such Indemnified Party of any representation, warranty, covenant or other agreement of such Indemnified Party contained in this Agreement or the Registration Rights Agreement; provided, further that if and to the extent that such indemnification is unenforceable for any reason, the Buyer shall make the maximum contribution to the payment and satisfaction of such indemnified liability which shall be permissible under applicable laws.