Common use of Indemnification of Investor Clause in Contracts

Indemnification of Investor. The Company hereby agrees to indemnify and hold harmless each of the Investors and each Person, if any, who controls the Investors within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and their respective directors and officers (each, an "Investor Indemnified Person") from and against and to pay any losses, claims, damages or liabilities (or actions or proceedings in respect thereof) ("Damages") to which such Investor Indemnified Person may become subject as the result of any material breach of any representation or warranty or covenant made or to be performed on the part of the Company under this Agreement, and will reimburse any Investor Indemnified Person for all expenses (including, without limitation, reasonable counsel and expert fees) as they are incurred by any such Investor Indemnified Person in connection with any such misrepresentation or breach of warranty or covenant or investigating, preparing or defending any such action or proceeding, whether pending or threatened, and whether or not such Investor Indemnified Person is a party hereto. Notwithstanding the foregoing, the Company will not be responsible for any Damages or expenses to the extent that a court of competent jurisdiction shall have finally determined that such Damages or expenses resulted primarily from such Investor Indemnified Person's bad faith or gross negligence or material breach of this Agreement or other documents delivered pursuant hereto.

Indemnification of Investor. The In consideration of the Investor’s execution and delivery of this Agreement and acquiring the Shares hereunder and in addition to all of the Company’s other obligations hereunder, subject to the provisions of this Section 8.1, the Company hereby agrees to shall indemnify and hold harmless each of the Investors and each Person, if any, who controls the Investors within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and their respective directors and officers (each, an "Investor Indemnified Person") from and against and to pay any all losses, liabilities, obligations, claims, damages contingencies, damages, costs and expenses (including all judgments, amounts paid in settlement, court costs, reasonable attorneys’ fees and costs of defense and investigation)(collectively, “Damages”) that the Investor may suffer or liabilities (or actions or proceedings in respect thereof) ("Damages") to which such Investor Indemnified Person may become subject incur as the a result of or relating to (a) any material breach of any representation or warranty or covenant made or to be performed on the part of the representations, warranties, covenants or agreements made by the Company under in this Agreement or (b) any action, suit, claim or proceeding instituted against the Investor arising out of or resulting from the execution, delivery, performance or enforcement of this Agreement; provided, however, that (i) the foregoing indemnity shall not apply to any Damages to the extent, but only to the extent, that such Damages resulted directly and primarily from a breach of any of the Investor’s representations, warranties, covenants or agreements contained in this Agreement, and will reimburse any Investor Indemnified Person for all expenses (including, without limitation, reasonable counsel and expert feesy) as they are incurred by any such Investor Indemnified Person in connection with any such misrepresentation or breach of warranty or covenant or investigating, preparing or defending any such action or proceeding, whether pending or threatened, and whether or not such Investor Indemnified Person is a party hereto. Notwithstanding the foregoing, the Company will shall not be responsible for any Damages or expenses liable under subsection (b) of this Section 8.1 to the extent extent, but only to the extent, that a court of competent jurisdiction shall have finally determined by a final judgment (from which no further appeals are available) that such Damages or expenses resulted directly and primarily from such any acts or failures to act, undertaken or omitted to be taken by the Investor Indemnified Person's through its fraud, bad faith faith, gross negligence, or gross negligence willful or material breach reckless misconduct. Damages shall be limited to the amount that the Investor paid for the Shares less any profit that it shall have recognized from its disposition of this Agreement or other documents delivered pursuant heretoany of them.

Indemnification of Investor. The Company hereby agrees to will indemnify and hold harmless each of the Investors Investor and each Personits respective directors, if anyofficers, who controls the Investors within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Actshareholders, partners, employees and their respective directors and officers agents (each, an "Investor “Indemnified Person"”) harmless from any and against and to pay any all losses, liabilities, obligations, claims, damages or liabilities (or actions or proceedings contingencies, damages, costs and expenses, including all judgments, amounts paid in respect thereof) ("Damages") to which settlements, and court costs that any such Investor Indemnified Person may become subject suffer or incur as the a result of or relating to any material misrepresentation, breach or inaccuracy, of any representation or warranty or covenant made or to be performed on the part of the representations, warranties, covenants or agreements made by the Company under in this AgreementAgreement (other than the covenants and agreements set forth in Section 6(c) and Section 9) . In any such proceeding, and will reimburse any Investor Indemnified Person for all shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless: (including, without limitation, reasonable i) the Company and the Indemnified Person shall have mutually agreed to the retention of such counsel; (ii) the Company shall have failed promptly to assume the defense of such proceeding and to employ counsel and expert fees) as they are incurred by any reasonably satisfactory to such Investor Indemnified Person in connection with any such misrepresentation proceeding; or breach (iii) in the reasonable judgment of warranty counsel to such Indemnified Person, representation of both parties by the same counsel would be inappropriate due to actual or covenant potential differing interests between them, in which case of (i), (ii) or investigating, preparing or defending any such action or proceeding, whether pending or threatened, and whether or not such Investor Indemnified Person is a party hereto. Notwithstanding the foregoing(iii), the Company will shall pay for such fees and expenses. The Company shall not be responsible liable for any Damages settlement of any proceeding effected without its written consent, which consent shall not be unreasonably withheld, delayed or expenses to the extent that a court of competent jurisdiction shall have finally determined that such Damages or expenses resulted primarily from such Investor Indemnified Person's bad faith or gross negligence or material breach of this Agreement or other documents delivered pursuant heretoconditioned.

Indemnification of Investor. The Company hereby agrees to will indemnify and hold harmless each of the Investors Investor and each Personits respective directors, if anyofficers, who controls the Investors within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Actshareholders, partners, employees and their respective directors and officers agents (each, an "Investor “Indemnified Person"”) harmless from any and against and to pay any all losses, liabilities, obligations, claims, damages or liabilities (or actions or proceedings contingencies, damages, costs and expenses, including all judgments, amounts paid in respect thereof) ("Damages") to which settlements, and court costs that any such Investor Indemnified Person may become subject suffer or incur as the a result of or relating to any material misrepresentation, breach or inaccuracy, of any representation or warranty or covenant made or to be performed on the part of the representations, warranties, covenants or agreements made by the Company under in this AgreementAgreement (other than the covenants and agreements set forth in Section 6(c) and Section 9) . In any such proceeding, and will reimburse any Investor Indemnified Person for all shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless: (including, without limitation, reasonable i) the Company and the Indemnified Person shall have mutually agreed to the retention of such counsel; (ii) the Company shall have failed promptly to assume the defense of such proceeding and to employ counsel and expert fees) as they are incurred by any reasonably satisfactory to such Investor Indemnified Person in connection with any such misrepresentation proceeding; or breach (iii) in the reasonable judgment of warranty counsel to such Indemnified Person, representation of both parties by the same counsel would be inappropriate due to actual or covenant or investigating, preparing or defending any such action or proceeding, whether pending or threatened, and whether or not such Investor Indemnified Person is a party heretopotential differing interests between them. Notwithstanding the foregoing, the The Company will shall not be responsible liable for any Damages settlement of any proceeding effected without its written consent, which consent shall not be unreasonably withheld, delayed or expenses to the extent that a court of competent jurisdiction shall have finally determined that such Damages or expenses resulted primarily from such Investor Indemnified Person's bad faith or gross negligence or material breach of this Agreement or other documents delivered pursuant heretoconditioned.