Common use of Indemnification of the Investor Clause in Contracts

Indemnification of the Investor. In addition to the indemnity provided in the Registration Rights Agreement, the Company will indemnify and hold the Investor and its directors, officers, stockholders, partners, employees and agents (each, an “Investor Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation (collectively, “Losses”) that any such Investor Party may suffer or incur as a result of or relating to any misrepresentation, breach or inaccuracy of any representation, warranty, covenant or agreement made by the Company in any Transaction Document; provided, that (a) the Company shall not be liable to the Investor Party for until the aggregate amount of all Losses in respect of indemnification under this Section 4.6 exceeds 0.5% of the Purchase Price (the “Deductible”), in which event the Company shall only be required to pay or be liable for Losses in excess of the Deductible; and (b) the aggregate amount of Losses for which the Company shall be liable in respect of indemnification under this Section 4.6 shall not exceed the Purchase Price. In addition to the indemnity contained herein, the Company will 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. The indemnification rights under this Section 4.6 shall survive for a period of twelve (12) months after the Closing. Except as otherwise set forth herein, the mechanics and procedures with respect to the rights and obligations under this Section 4.6 shall be the same as those set forth in Section 5(a) of the Registration Rights Agreement.

Indemnification of the Investor. In consideration of the Investor’s execution and delivery of this Agreement and acquiring the Securities hereunder and in addition to all of the indemnity provided in Company’s other obligations under the Registration Rights AgreementTransaction Documents to which it is a party, subject to the provisions of this Section 9.1, the Company will shall indemnify and hold harmless the Investor and Investor, each of its directors, officers, stockholders, members, partners, employees employees, representatives, agents and advisors (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding the lack of such title or any other title), each Person, if any, who controls the Investor (within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act), and the respective directors, officers, stockholders, members, partners, employees, representatives, agents and advisors (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding the lack of such title or any other title) of such controlling Persons (each, an “Investor Party”) harmless ), each of which shall be an express third-party beneficiary of this Article IX, from any and against all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, expenses (including all judgments, amounts paid in settlementssettlement, court costs and costs, reasonable attorneys’ fees and costs of investigation defense and investigation) (collectively, “LossesDamages”) that any such Investor Party may suffer or incur as a result of or relating to any misrepresentation, breach or inaccuracy of any representationof the representations, warrantywarranties, covenant covenants or agreement agreements made by the Company in this Agreement, the Registration Rights Agreement or in the other Transaction Documents to which it is a party. To the extent that the foregoing undertakings by the Company set forth in this Section 9.1 may be unenforceable for any Transaction Document; providedreason, that (a) the Company shall not be liable make the maximum contribution to the Investor Party for until the aggregate amount payment and satisfaction of all Losses in respect of indemnification under this Section 4.6 exceeds 0.5% each of the Purchase Price (Damages which is permissible under applicable law, provided that in no event shall the “Deductible”), in which event the Company shall only Investor be required obligated to pay or be liable for Losses contribute any amount in excess of the Deductible; and (b) the aggregate amount of Losses for which the Company shall be liable in respect of indemnification fees it actually receives under this Section 4.6 shall not exceed the Purchase Price. In addition to the indemnity contained herein, the Company will 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. The indemnification rights under this Section 4.6 shall survive for a period of twelve (12) months after the Closing. Except as otherwise set forth herein, the mechanics and procedures with respect to the rights and obligations under this Section 4.6 shall be the same as those set forth in Section 5(a) of the Registration Rights Agreement.

Indemnification of the Investor. In addition (a) Subject to the indemnity provided in the Registration Rights Agreementprovisions of this Section 6.5, the Company will shall indemnify and hold the Investor Investor, its Affiliates and its their respective directors, officers, stockholdersshareholders, members, partners, employees, agents, successors, assigns and each Person who controls the Investor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees of such controlling Persons and agents its Affiliates (each, an “Investor Party”) harmless for, from and against any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, interest, awards, penalties, amounts paid in settlements, court costs and reasonable attorneys’ and consultant’s fees and costs of investigation (collectively, “Losses”) that any such Investor Party may suffer or incur as a result of, or arising out of, the Company’s breach of its representations, warranties, covenants or relating obligations under this Agreement (unless such Loss is solely due to the breach of the Investor’s representation set forth in Section 5.2), including, in the case of an Additional Closing, in respect of the certifications made on the Additional Closing Certificate as well as any misrepresentationLosses such Investor Party may suffer or incur as a result of, or arising out of, the Company’s breach of its representations, warranties, covenants or inaccuracy obligations under this Agreement that were made on the Closing Date as such Losses relate to the Additional Shares. If any Action shall be brought against any Investor Party in respect of any representationwhich indemnity may be sought pursuant to this Agreement, warranty, covenant or agreement made by such Investor Party shall reasonably promptly notify the Company in any Transaction Documentwriting; provided, provided that (a) the failure to so notify the Company shall not be liable affect the Investor Party’s right to indemnification except to the Investor Party for until extent the aggregate amount of all Losses in respect of indemnification Company is materially prejudiced thereby. (b) In no event will the Company’s liability under this Section 4.6 exceeds 0.5% 6.5 exceed an aggregate of $10,000,000 in connection with any claim based on a breach of any representations and warranties contained in this Agreement; provided that, notwithstanding the Purchase Price (the “Deductible”)foregoing, with respect to any claim based on a breach of any Company Fundamental Representations, in which no event will the Company shall only be required to pay or be liable for Losses in excess of the Deductible; and (b) the aggregate amount of Losses for which the Company shall be liable in respect of indemnification Company’s liability under this Section 4.6 shall not 6.5 exceed the Purchase Price. In addition to purchase price for Shares and Additional Shares paid by the indemnity contained herein, the Company will 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. The indemnification rights under this Section 4.6 shall survive for a period of twelve (12) months after the Closing. Except as otherwise set forth herein, the mechanics and procedures with respect to the rights and obligations under this Section 4.6 shall be the same as those set forth in Section 5(a) of the Registration Rights AgreementInvestor.