Common use of Indemnification of Investor Clause in Contracts

Indemnification of Investor. To the maximum extent permitted by applicable law, Xxxxxx will indemnify, defend, and hold harmless Investor, its Affiliates, any person who owns or controls Investor within the meaning of Section 15 of the Securities Act or Section 20 of the Securities Exchange Act (collectively, “Investor Parties” and each a “Investor Party”), and each of their officers, directors, managers, members, shareholders, partners, employees, representatives, advisors, agents and attorneys, from any and all losses, liabilities, obligations, claims, contingencies, damages, reasonable costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of defense, investigation and preparation (collectively, “Losses”) that any Investor Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by Camber in this Agreement or in the other Transaction Documents, (b) any action by Camber or a creditor or stockholder of Camber who is not an Affiliate of an Investor Party, or (c) any threatened, pending or completed action, suit, hearing, trial, investigation, proceeding or arbitration, whether civil, criminal or administrative, and whether formal or informal, based upon, connected with, or otherwise arising out of or in any way relating to any Transaction Documents, the resale of Conversion Shares or any shares of Common Stock by any Investor Party, the application of any state or federal securities laws, rules, or regulations to any Investor Party, or any actual or claimed requirement that any Investor Party was or is required to register as a dealer under federal securities laws, and all matters related thereto. Camber shall promptly pay as incurred the reasonable fees, costs and expenses directly to any attorney or expert engaged by the Investor Parties. In no event will Camber be liable for fees for more than one firm of attorneys (plus local counsel as applicable) to represent all Investor Parties. Each of the Investor Parties is an intended third-party beneficiary of this Agreement. The indemnity provided for herein will be limited to the extent, and only to the extent, required by applicable law.

Indemnification of Investor. To the maximum extent permitted by applicable law, Xxxxxx Company will indemnify, defend, and hold harmless Investor, its Affiliates, any person who owns or controls Investor within the meaning of Section 15 of the Securities Act or Section 20 of the Securities Exchange Act (collectively, “Investor Parties” and each a “Investor Party”), and each of their officers, directors, managers, members, shareholders, partners, employees, representatives, advisors, agents and attorneys, from any and all losses, liabilities, obligations, claims, contingencies, damages, reasonable costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of defense, investigation and preparation (collectively, “Losses”) that any Investor Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by Camber Company in this Agreement or in the other Transaction Documents, (b) any action by Camber Company or a creditor or stockholder of Camber Company who is not an Affiliate of an Investor Party, or (c) any threatened, pending or completed action, suit, hearing, trial, investigation, proceeding or arbitration, whether civil, criminal or administrative, and whether formal or informal, based upon, connected with, or otherwise arising out of or in any way relating to any Transaction Documents, the resale of Conversion Shares or any shares of Common Stock by any Investor Party, the application of any state or federal securities laws, rules, or regulations to any Investor Party, or any actual or claimed requirement that any Investor Party was or is required to register as a dealer under federal securities laws, and all matters related thereto. Camber Company shall promptly pay as incurred the reasonable fees, costs and expenses directly to any attorney or expert engaged by the Investor Parties. In no event will Camber Company be liable for fees for more than one firm of attorneys (plus local counsel as applicable) to represent all Investor Parties. Each of the Investor Parties is an intended third-party beneficiary of this Agreement. The indemnity provided for herein will be limited to the extent, and only to the extent, required by applicable law. Other than the liability of Investor to Company for uncured material breach of the express provisions of this Agreement, no Investor Party will have any liability to Company or any Person asserting claims on behalf of or in right of Company.

Indemnification of Investor. To In addition to the maximum extent permitted by applicable lawindemnity provided in the Registration Rights Agreement, Xxxxxx the Company will indemnify, defend, indemnify and hold harmless Investoreach Investor and its directors, its Affiliatesofficers, any person stockholders, members, partners, employees and agents, each Person who owns or controls the Investor (within the meaning of Section 15 of the Securities Act or and Section 20 of the Securities Exchange Act Act) and the directors, officers, stockholders, members, partners, employees and agents of each such controlling person (collectivelyeach, “Investor Parties” and each a an “Investor Party”), and each of their officers, directors, managers, members, shareholders, partners, employees, representatives, advisors, agents and attorneys, ) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, reasonable costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of defense, investigation and preparation (collectively, “Losses”) that any such Investor Party may suffer or incur as a result of or relating to (a) any misrepresentation, breach or inaccuracy of any of the representationsrepresentation, warrantieswarranty, covenants covenant or agreements agreement made by Camber the Company in this Agreement any Transaction Document, or in the other Transaction Documents, (b) any action by Camber or a creditor or stockholder of Camber who is not an Affiliate of instituted against an Investor Party, or (c) by any threatened, pending or completed action, suit, hearing, trial, investigation, proceeding or arbitration, whether civil, criminal or administrative, and whether formal or informal, based upon, connected with, or otherwise arising out of or in any way relating third party with respect to any of the Transactions (unless such action is based upon a breach of such Investor’s representations, warranties or covenants under the Transaction Documents, the resale of Conversion Shares Documents or any shares agreements or understandings such Investor may have with any such stockholder or any violations by such Investor of Common Stock by any Investor Party, the application of any state or federal securities laws, rules, or regulations to any Investor Party, Laws or any actual conduct by such Investor which constitutes fraud or claimed requirement that any willful misconduct). In addition to the indemnity contained herein, the Company will reimburse each Investor Party was or is required for its reasonable legal and other expenses (including the cost of any investigation, preparation and travel in connection therewith) incurred in connection therewith, as such expenses are incurred. Except as otherwise set forth herein, the mechanics and procedures with respect to register the rights and obligations under this Section 4.6 shall be the same as a dealer under federal securities laws, and all matters related thereto. Camber shall promptly pay as incurred the reasonable fees, costs and expenses directly to any attorney or expert engaged by the Investor Parties. In no event will Camber be liable for fees for more than one firm of attorneys (plus local counsel as applicablethose set forth in Section 5(a) to represent all Investor Parties. Each of the Investor Parties is an intended third-party beneficiary of this Registration Rights Agreement. The indemnity provided for herein will be limited to the extent, and only to the extent, required by applicable law.

Indemnification of Investor. To In addition to the maximum extent permitted by applicable lawindemnity provided in the Registration Rights Agreement, Xxxxxx the Company will indemnify, defend, indemnify and hold harmless Investorthe Investor and its directors, its Affiliatesofficers, any person stockholders, partners, employees and agents, each Person who owns or controls the Investor (within the meaning of Section 15 of the Securities Act or and Section 20 of the Securities Exchange Act Act) and the directors, officers, stockholders, partners, employees and agents of each such controlling person (collectivelyeach, “Investor Parties” and each a an “Investor Party”), and each of their officers, directors, managers, members, shareholders, partners, employees, representatives, advisors, agents and attorneys, ) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, reasonable costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of defense, investigation and preparation (collectively, “Losses”) that any such Investor Party may suffer or incur as a result of or relating to (a) any misrepresentation, breach or inaccuracy of any of the representationsrepresentation, warrantieswarranty, covenants covenant or agreements agreement made by Camber the Company in this Agreement any Transaction Document, or in the other Transaction Documents, (b) any action by Camber or a creditor or stockholder of Camber who is not an Affiliate of instituted against an Investor Party, or (c) by any threatened, pending or completed action, suit, hearing, trial, investigation, proceeding or arbitration, whether civil, criminal or administrative, and whether formal or informal, based upon, connected with, or otherwise arising out of or in any way relating third party with respect to any of the Transactions (unless such action is based upon a breach of the Investor’s representations, warranties or covenants under the Transaction Documents, the resale of Conversion Shares Documents or any shares agreements or understandings the Investor may have with any such stockholder or any violations by the Investor of Common Stock by any Investor Party, the application of any state or federal securities laws, rules, or regulations to any Investor Party, Laws or any actual or claimed requirement that any Investor Party was or is required to register as a dealer under federal securities laws, and all matters related thereto. Camber shall promptly pay as incurred the reasonable fees, costs and expenses directly to any attorney or expert engaged conduct by the Investor Partieswhich constitutes fraud or willful misconduct). In no event addition to the indemnity contained herein, the Company will Camber reimburse each Investor Party for its reasonable legal and other expenses (including the cost of any investigation, preparation and travel in connection therewith) incurred in connection therewith, as such expenses are incurred. Except as otherwise set forth herein, the mechanics and procedures with respect to the rights and obligations under this Section 4.6 shall be liable for fees for more than one firm of attorneys (plus local counsel the same as applicablethose set forth in Section 6(a) to represent all Investor Parties. Each of the Investor Parties is an intended third-party beneficiary of this Registration Rights Agreement. The indemnity provided for herein will be limited to the extent, and only to the extent, required by applicable law.