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. 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 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)(xxi) 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)(xxi).

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 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.