Common use of Indemnification of Investors Clause in Contracts

Indemnification of Investors. In the event that any Series A-1 Preferred Stockholder, Series A-2 Preferred Stockholder, Series A-3 Preferred Stockholder, Series A-5 Preferred Stockholder, Series A-6 Preferred Stockholder or any director, officer, employee, affiliate or agent thereof (the “Indemnitees”), become involved in any capacity in any action, proceeding, investigation or inquiry in connection with or arising out of any matter related to the Corporation or any Indemnitee’s role or position with the Corporation, the Corporation shall reimburse each Indemnitee for its legal and other expenses (including the cost of any investigation and preparation) as they are incurred by such Indemnitee in connection therewith. The Corporation also agrees to indemnify each Indemnitee, pay on demand and protect, defend, save and hold harmless from and against any and all liabilities, damages, losses, settlements, claims, actions, suits, penalties, fines, costs or expenses (including, without limitation, attorneys’ fees) (any of the foregoing, a “Claim”) incurred by or asserted against any Indemnitee of whatever kind or nature, arising from, in connection with or occurring as a result of this Agreement or the matters contemplated by this Agreement; provided, however, that the Corporation shall not be required to indemnify any Indemnitee hereunder in connection with any matter as to which a court of competent jurisdiction has made a final non-appealable determination that such Indemnitee has acted with gross negligence or willful or intentional misconduct in connection therewith. The foregoing agreement shall be in addition to any rights that any Indemnitee may have at common law or otherwise.

Indemnification of Investors. In the event that any Series A-1 Preferred Stockholder, Series A-2 Preferred Stockholder, Series A-3 Preferred Stockholder, Series A-5 Preferred Stockholder, Series A-6 Preferred Stockholder Investor or any director, officer, employee, affiliate or agent thereof (the each, an “IndemniteesIndemnitee”), become ) becomes involved in any capacity in any action, proceeding, investigation or inquiry in connection with or arising out (any of any matter related to the Corporation or any foregoing, a “Proceeding”) as a result of Indemnitee’s role or position with the CorporationCompany, the Corporation Company shall reimburse each Indemnitee for its legal and other expenses (including the cost of any investigation and preparation) as they are incurred by such Indemnitee in connection therewith. The Corporation Company also agrees to indemnify each Indemnitee, pay on demand and protect, defend, save and hold harmless from and against any and all liabilities, damages, losses, settlements, claims, actions, suits, penalties, fines, costs or expenses (including, without limitation, attorneys’ fees) (any of the foregoing, a “Claim”) incurred by or asserted against any Indemnitee of whatever kind or nature, arising from, in connection with or occurring as a result from any breach of this Agreement or by the matters contemplated Company. Notwithstanding the foregoing, the Company shall have no liability under this Section 14(a)(xx) to the extent that it is determined in a final judgment by this Agreement; provided, however, that the Corporation shall not be required to indemnify any Indemnitee hereunder in connection with any matter as to which a court of competent jurisdiction has made a final non-appealable determination that such Indemnitee has acted with any Proceeding or Claim resulted directly from the gross negligence or willful or intentional misconduct in connection therewithof the Indemnitee. The foregoing agreement shall be in addition to any rights that any Indemnitee may have at common law or otherwise. The Company shall advance all expenses reasonably incurred by or on behalf of the Indemnitees in connection with any Claim or potential Claim within thirty (30) days after the receipt by the Company of a statement or statements from the Indemnitee requesting such advance payment or payments from time to time provided that such Indemnitee has signed an undertaking pursuant to which the Indemnitee agrees to repay such advances in the event it is determined that such Indemnitee was not entitled to indemnification pursuant to this Section 14(a)(xx).

Indemnification of Investors. 5.1 In the event that any Series A-1 Preferred Stockholder, Series A-2 Preferred Stockholder, Series A-3 Preferred Stockholder, Series A-5 Preferred Stockholder, Series A-6 Preferred Stockholder Investor or any director, officer, employee, affiliate or agent thereof (the “Indemnitees”)each, become an "Indemnitee") becomes involved in any capacity in any action, proceeding, investigation or inquiry in connection with or arising out of any matter related to the Corporation Company or any Indemnitee’s 's role or position with the CorporationCompany, the Corporation Company shall reimburse each Indemnitee for its reasonable legal and other expenses (including the cost of any investigation and preparation) as they are incurred by such Indemnitee in connection therewith. The Corporation Company also agrees to indemnify each such Indemnitee, pay on demand and protect, defend, save and hold harmless from and against any and all liabilities, damages, losses, settlements, claims, actions, suits, penalties, fines, costs or expenses (including, without limitation, reasonable attorneys’ ' fees) (any of the foregoing, a “"Claim”") incurred by or asserted against any Indemnitee of whatever kind or of nature, arising from, in connection with or occurring as a result of the Purchase Agreement or this Agreement or the matters contemplated by the Purchase Agreement or this Agreement; provided, however, that the Corporation shall not be required to indemnify any Indemnitee hereunder in connection with any matter as to which a court of competent jurisdiction has made a final non-appealable determination that such Indemnitee has acted with gross negligence or willful or intentional misconduct in connection therewith. The foregoing agreement shall be in addition to any rights that any Indemnitee may have at common law or otherwise. 5.2 The right to indemnification provided by Section 5.1 shall not apply to Claims or legal or other expenses suffered or incurred in connection with (a) any claim, action, proceeding, investigation or inquiry arising out of any action taken by the respective Investor or any of its Indemnitees (i) not in good faith, (ii) not reasonably believed by such person to be in, or not opposed to, the best interests of the Company, or (iii) involving negligence or misconduct of such person or (b) any action or proceeding or portion thereof in which the Company, on one hand, and the respective Investor or any of his or its respective Indemnitees, on the other, are opposing parties unless and only to the extent that the Board of Directors of the Company (excluding any director who is interested in the matter), the stockholders of the Company (excluding any stockholder who is interested in the matter), or a court of competent jurisdiction determines in view of all the circumstances that the Indemnitee is fairly and reasonably entitled to indemnification, (c) any action or proceeding or portion thereof the purpose of which is to adjudicate the respective rights as between holders of the Company's equity or debt securities, or (d) any settlement of a claim, action, or proceeding entered into by or on behalf of the Indemnitee without the Company's consent; provided that this Section 5.2 shall not limit the right of any person to indemnification pursuant to the Company's Certificate of Incorporation, Bylaws or any other agreement between the Company and the Indemnitee, each as amended from time to time. 5.3 The Indemnitee shall promptly notify the Company in writing upon receiving notice of any actual or threatened claim, action, proceeding, investigation or inquiry in respect of which indemnification could be sought under the preceding sections (provided that the failure to give such notice shall not relieve the Company of any of its obligations hereunder except to the extent it is actually prejudiced thereby). Legal counsel for the defense of any Claim shall be selected by the Indemnitee and retained by the Company, and the Company and the Indemnitee shall each cooperate with the reasonable requests of such counsel. Notwithstanding the Company's assumption of the defense of any such claim, an Indemnitee shall be entitled to participate in, but not control, the defense thereof with counsel of his or its choosing and such participation shall be at his or its own expense unless and to the extent that the targets of any such claim include both the Company and the Indemnitee and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. In such event, the Company shall not have the right to control the defense of such claim on behalf of the respective Indemnitee and the fees and disbursements of separate counsel for the Indemnitee shall be paid by the Company; provided that the Company shall not be liable for the fees and expenses of more than one counsel (in addition to its counsel) for all Indemnitees in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. The Company agrees that, without the respective Investor's prior consent, not to be unreasonably withheld, it will not settle, compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding in respect to which indemnification could be sought under this Section. 5.4 The Company shall advance all expenses reasonably incurred by or on behalf of the Indemnitees in connection with any Claim or potential Claim within twenty (20) days after the receipt by the Company of a statement or statements from the Indemnitee, accompanied by appropriate supporting documentation, requesting such advance payment or payments from time to time and an undertaking of the Indemnitee to repay such amounts to the Company if the Indemnitee is subsequently determined not to be entitled to indemnification therefor.

Indemnification of Investors. In the event that any Series A-1 Preferred Stockholder, Series A-2 Preferred Stockholder, Series A-3 Preferred Stockholder, Series A-5 Preferred Stockholder, Series A-6 Preferred Stockholder Investor or Canadian Investor or any director, officer, employee, affiliate or agent thereof (the “"Indemnitees”), ") become involved in any capacity in any action, proceeding, investigation or inquiry other than a claim by the Corporation against such Indemnitee in connection with or arising out of any matter related to the Corporation or any Indemnitee’s 's role or position with the Corporation, the Corporation shall reimburse each Indemnitee for its legal and other expenses (including the cost of any investigation and preparation) as they are incurred by such Indemnitee in connection therewith. The Corporation also agrees to indemnify each Indemnitee, pay on demand and protect, defend, save and hold harmless from and against any and all liabilities, damages, losses, settlements, claims, actions, suits, penalties, fines, costs or expenses (including, without limitation, attorneys’ ' fees) (any of the foregoing, a “"Claim”") incurred by or asserted against any Indemnitee of whatever kind or nature, arising from, in connection with or occurring as a result of this Agreement or the matters contemplated by this Agreement; provided, however, that the Corporation shall not be required to indemnify any Indemnitee hereunder in connection with any matter as to which a court of competent jurisdiction has made a final non-appealable determination that such Indemnitee has acted with gross negligence or willful or intentional misconduct in connection therewith. The foregoing agreement shall be in addition to any rights that any Indemnitee may have at common law or otherwise. Notwithstanding the foregoing, the Corporation shall not be required to indemnify any Indemnitee who is found to have acted in a manner demonstrating willful misconduct or in connection with any claim that such Indemnitee breached this Agreement unless it is determined that the Indemnitee did not breach this Agreement.

Indemnification of Investors. In the event that any Series A-1 Preferred Stockholder, Series A-2 Preferred Stockholder, Series A-3 Preferred Stockholder, Series A-5 Preferred Stockholder, Series A-6 Preferred Stockholder or any director, officer, employee, affiliate or agent thereof (the “Indemnitees”), become involved in any capacity in any action, proceeding, investigation or inquiry in connection with or arising out of any matter related to the Corporation or any Indemnitee’s role or position with the Corporation, the Corporation shall reimburse each Indemnitee for its legal and other expenses (including including, without limitation, the cost of any investigation and preparation) as they are incurred by such Indemnitee in connection therewith. The Corporation also agrees to indemnify each Indemnitee, pay on demand and protect, defend, save and hold harmless from and against any and all liabilities, damages, losses, settlements, claims, actions, suits, penalties, fines, costs or expenses (including, without limitation, attorneys’ fees) (any of the foregoing, a “Claim”) incurred by or asserted against any Indemnitee of whatever kind or nature, arising from, in connection with or occurring as a result of this Agreement or the matters contemplated by this Agreement; provided, however, that the Corporation shall not be required to indemnify any Indemnitee hereunder in connection with any matter as to which a court of competent jurisdiction has made a final non-appealable determination that such Indemnitee has acted with gross negligence or willful or intentional misconduct in connection therewith. The foregoing agreement shall be in addition to any rights that any Indemnitee may have at common law or otherwise.

Indemnification of Investors. In the event that any Series A-1 Preferred Stockholder, Series A-2 Preferred Stockholder, Series A-3 Preferred Stockholder, Series A-5 Preferred Stockholder, Series A-6 Preferred Stockholder Investor or any director, officer, employee, affiliate or agent thereof (the “"Indemnitees”), ") become involved in any capacity in any action, proceeding, investigation or inquiry other than a claim by the Corporation against such Indemnitee in connection with or arising out of any matter related to the Corporation or any Indemnitee’s 's role or position with the Corporation, the Corporation shall reimburse each Indemnitee for its legal and other expenses (including the cost of any investigation and preparation) as they are incurred by such Indemnitee in connection therewith. The Corporation also agrees to indemnify each Indemnitee, pay on demand and protect, defend, save and hold harmless from and against any and all liabilities, damages, losses, settlements, claims, actions, suits, penalties, fines, costs or expenses (including, without limitation, attorneys’ ' fees) (any of the foregoing, a “"Claim”") incurred by or asserted against any Indemnitee of whatever kind or nature, arising from, in connection with or occurring as a result of this Agreement or the matters contemplated by this Agreement; provided, however, that the Corporation shall not be required to indemnify any Indemnitee hereunder in connection with any matter as to which a court of competent jurisdiction has made a final non-appealable determination that such Indemnitee has acted with gross negligence or willful or intentional misconduct in connection therewith. The foregoing agreement shall be in addition to any rights that any Indemnitee may have at common law or otherwise. Notwithstanding the foregoing, the Corporation shall not be required to indemnify any Indemnitee who is found to have acted in a manner demonstrating willful misconduct or in connection with any claim that such Indemnitee breached this Agreement unless it is determined that the Indemnitee did not breach this Agreement.