Common use of Indemnification from the Company Clause in Contracts

Indemnification from the Company. Without limitation of any other provision of this Agreement, the Company agrees to defend, indemnify and hold the Buyer 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 Company, 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 Company 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 Company shall make the maximum contribution to the payment and satisfaction of such indemnified liability which shall be permissible under applicable laws.

Indemnification from the Company. (a) Without limitation of any other provision of this Agreement, the Company agrees to defend, indemnify and hold the Buyer 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 Company, 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 Company 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 Company shall make the maximum contribution to the payment and satisfaction of such indemnified liability which shall be permissible under applicable laws. (b) The indemnification and contribution provided for in this Section 7.1 will remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Parties or any officer, director, partner, employee, agent or controlling person of the Indemnified Parties. (c) The Company agrees to pay any and all stamp, transfer and other similar taxes, if any, payable or determined to be payable in connection with the execution and delivery of this Agreement and the issuance of securities hereunder.

Indemnification from the Company. (a) Without limitation of any other provision of this Agreement, the Company agrees to defend, indemnify and hold the Buyer Investors and is Affiliates their 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 agreement 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 SharesInvestors' shares) of any kind or nature whatsoever (collectively, "Liabilities") which may be sustained or suffered by any such indemnified Indemnified Party, without regard to any investigation by any of the Indemnified Parties, 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 any Indemnified Party as Shareholdershareholder, director, agent, representative or controlling person of the Company, 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 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 Company will not be liable to the extent that such loss, claim, damage, expense or liability arises from and is based on (i) an untrue statement or omission or alleged untrue statement or omission in a registration statement or prospectus which is made in reliance on and in conformity with written information furnished to the Company in an instrument duly executed by or on behalf of such Indemnified Party specifically stating that it is for use in the preparation thereof or (ii) a knowing and willful violation of the federal securities laws by an Indemnified Party, as finally determined by a court of competent jurisdiction; provided further, however, that no such indemnity shall indemnify any Indemnified Party from or on account of (x) acts or omissions of the Indemnified Party finally adjudged to be intentional misconduct or a knowing violation of law; (y) conduct of an Indemnified Party (A) finally adjudged to the extent that it is finally judicially determined that such Liabilities resulted from the willful misconduct or gross negligence be in violation of such Indemnified PartyRCW.23B 08.310; or (Bz) any transaction with respect to which it was finally adjudged that such Indemnified Party personally received a benefit in money, property, or services to which the Indemnified Party was not legally entitled. (b) If the indemnification provided for in Section 9.2(a) above for any reason is held by a court of competent jurisdiction to be unavailable to a Indemnified Party in respect of any losses, claims, damages, expenses or liabilities referred to therein, then the Company, in lieu of indemnifying such Indemnified Party thereunder, shall contribute to the extent that it is finally judicially determined that such Liabilities resulted from the material breach amount paid or payable by such Indemnified Party as a result of such losses, claims, damages, expenses or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Company and the Investors, or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company and the Investors in connection with the action or inaction which resulted in such losses, claims, damages, expenses or liabilities, as well as any other relevant equitable considerations. In connection with any registration of the Company's securities, the relative benefits received by the Company and the Investors shall be deemed to be in the same respective proportions that the net proceeds from the offering (before deducting expenses) received by the Company and the Investors, in each case as set forth in the table on the cover page of the applicable prospectus, bear to the aggregate public offering price of the securities so offered. The relative fault of the Company and the Investors shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or the Investors and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Investors agree that it would not be just and equitable if contribution pursuant to this Section 9.2(b) were determined by pro rata or per capita allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph. In connection with the registration of the Company's securities, in no event shall an Investor be required to contribute any amount under this Section 9.2(b) in excess of the lesser of (i) that proportion of the total of such losses, claims, damages or liabilities indemnified against equal to the proportion of the total securities sold under such registration statement which is being sold by such Investor or (ii) the proceeds received by such Investor from its sale of securities under such registration statement. No person found guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not found guilty of such fraudulent misrepresentation. (c) The indemnification and contribution provided for in this Section 9.2 will remain in full force and effect regardless of any representationinvestigation made by or on behalf of the Indemnified Parties or any officer, warrantydirector, covenant partner, employee, agent or other agreement controlling person of such the Indemnified Party contained Parties. (d) The provisions of this Section 9.2 are in this Agreement or addition to and shall supplement those set forth in Section 7.5 which shall apply in the Registration Rights Agreement; provided, further that if case of the registration and sale of Registrable Securities held by any of the Investors pursuant to Section 7 hereof. (e) From and after the extent that such indemnification is unenforceable for any reasonClosing, the Company shall make agrees to pay and hold the maximum contribution Investors harmless against liability for payment of all reasonable out-of-pocket costs and expenses incurred by them in connection with their ongoing investment in the Company, including the fees and disbursements of counsel and other professionals. In addition, the Company agrees to pay any and all stamp, transfer and other similar taxes, if any, payable or determined to be payable in connection with the payment execution and satisfaction delivery of such indemnified liability which shall be permissible under applicable lawsthis Agreement and the issuance of securities hereunder.

Indemnification from the Company. (a) Without limitation of any other provision of this Agreement, the Company agrees to defend, indemnify and hold the Buyer Investors and is Affiliates their affiliates and their respective direct and indirect partners, members, shareholdersstockholders, 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 agreement 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 SharesInvestors' shares) of any kind or nature whatsoever (collectively, "Liabilities") which may be sustained or suffered by any such indemnified Indemnified Party, without regard to any investigation by any of the Indemnified Parties, 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 or any Shareholder in this Agreement, in the Registration Rights Agreement, Agreement or in any other agreement, agreement or 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, Agreement or in any other agreement, agreement or 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 any Indemnified Party as Shareholdershareholder, director, agent, representative or controlling person of the Company, 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 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 Company will not be liable to an Indemnified Party (A) to the extent that it such loss, claim, damage, expense or liability arises from and is finally judicially determined that such Liabilities resulted from based on (i) an untrue statement or omission or alleged untrue statement or omission in a registration statement or prospectus which is made in reliance on and in conformity with written information furnished to the willful misconduct Company in an instrument duly executed by or gross negligence on behalf of such Indemnified Party; or (B) to the extent Party specifically stating that it is for use in the preparation thereof or (ii) a knowing and willful violation of the federal securities laws by an Indemnified Party, as finally judicially determined that by a court of competent jurisdiction. (b) If the indemnification provided for in Section 8.2(a) above for any reason is held by a court of competent jurisdiction to be unavailable to a Indemnified Party in respect of any losses, claims, damages, expenses or liabilities referred to therein, then the Company, in lieu of indemnifying such Liabilities resulted from Indemnified Party thereunder, shall contribute to the material breach amount paid or payable by such Indemnified Party as a result of such losses, claims, damages, expenses or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Company and the Investors, or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company and the Investors in connection with the action or inaction which resulted in such losses, claims, damages, expenses or liabilities, as well as any other relevant equitable considerations. In connection with any registration of the Company's securities, the relative benefits received by the Company and the Investors shall be deemed to be in the same respective proportions that the net proceeds from the offering (before deducting expenses) received by the Company and the Investors, in each case as set forth in the table on the cover page of the applicable prospectus, bear to the aggregate public offering price of the securities so offered. The relative fault of the Company and the Investors shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or the Investors and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Investors agree that it would not be just and equitable if contribution pursuant to this Section 8.2(b) were determined by pro rata or per capita allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph. In connection with the registration of the Company's securities, in no event shall an Investor be required to contribute any amount under this Section 8.2(b) in excess of the lesser of (i) that proportion of the total of such losses, claims, damages or liabilities indemnified against equal to the proportion of the total securities sold under such registration statement which is being sold by such Investor or (ii) the proceeds received by such Investor from its sale of securities under such registration statement. No person found guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not found guilty of such fraudulent misrepresentation. (c) The indemnification and contribution provided for in this Section 8.2 will remain in full force and effect regardless of any representationinvestigation made by or on behalf of the Indemnified Parties or any officer, warrantydirector, covenant partner, employee, agent or other agreement controlling person of such the Indemnified Party contained Parties. (d) The provisions of this Section 8.2 are in this Agreement or addition to and shall supplement those set forth in Section 7.5 which shall apply in the Registration Rights Agreement; provided, further that if case of the registration and sale of Registrable Securities held by any of the Investors registered pursuant to Section 7 hereof. (e) Following the extent that such indemnification is unenforceable for any reasonClosing, the Company shall make agrees to pay and hold the maximum contribution Investors harmless against liability for payment of all reasonable out-of-pocket costs and expenses incurred by them following the Closing in connection with their ongoing investment in the Company, including the fees and disbursements of counsel and other professionals. In addition, the Company agrees to pay any and all stamp, transfer and other similar taxes, if any, payable or determined to be payable in connection with the payment execution and satisfaction delivery of such indemnified liability which shall be permissible under applicable lawsthis Agreement and the issuance of securities hereunder.