Common use of Indemnification of the Investors Clause in Contracts

Indemnification of the Investors. To the extent permitted by law, the Company will indemnify and hold harmless each Investor, any directors or officers of such Investor, and any person who controls such Investor within the meaning of the Securities Act or the Exchange Act (each, an “Indemnified Person”) against any losses, claims, damages, expenses, or liabilities (joint or several) (collectively, and together with actions, proceedings, or inquiries by any regulatory or self-regulatory organization, whether commenced or threatened in respect thereof, “Claims”) to which any of them become subject under the Securities Act, the Exchange Act, or otherwise, insofar as such Claims arise out of or are based upon any of the following statements, omissions, or violations in a Registration Statement filed pursuant to this Agreement, any post-effective amendment thereof or any prospectus included therein: (a) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any post-effective amendment thereof or any final prospectus (as amended or supplemented, if the Company files any amendment or supplement thereto with the SEC) included therein or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading or (b) any violation or alleged violation by the Company of the Securities Act, the Exchange Act or any other law related to the Registration Statement, including without limitation any state securities law or any rule or regulation thereunder, or any covenant or agreement contained in the Purchase Agreement or this Agreement with respect to sales under the Registration Statement (the matters in the foregoing clauses (a) and (b) being, collectively, “Violations”). Subject to the restrictions set forth in Section 6.3 with respect to the number of legal counsel, the Company will reimburse the Investors or controlling person and each such other Indemnified Person, promptly as such expenses are incurred and are due and payable, for any reasonable legal fees or other reasonable expenses incurred by them in connection with investigating or defending any Claim. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section 6.1: (i) does not apply to Claims arising out of or based upon a Violation that occurs in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of an Indemnified Person expressly for use in connection with the preparation of the Registration Statement or any such amendment thereof or supplement thereto; (ii) does not apply to a Claim arising out of or based on any failure by any Indemnified Person to comply with prospectus delivery requirements (or the Securities Act, the Exchange Act, or any other law or legal requirement applicable to them) or any covenant or agreement contained in the Purchase Agreement or this Agreement; and (iii) does not apply to amounts paid in settlement of any Claim if such settlement is made without the prior written consent of the Company, which consent will not be unreasonably withheld. This indemnity obligation will remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Persons and will survive the transfer of the Registrable Securities by the Investors under Article IX of this Agreement.

Indemnification of the Investors. and Any Underwriters. To the extent permitted by law, the Company will indemnify and hold harmless each InvestorInvestor that holds such Registrable Securities, any underwriter (as defined in the Securities Act) for the Investors, any directors or officers of such Investor, Investor or such underwriter and any person who controls such Investor or such underwriter within the meaning of the Securities Act or the Exchange Act (each, an “"Indemnified Person”") against any losses, claims, damages, expenses, expenses or liabilities (joint or several) (collectively, and together with actions, proceedings, proceedings or inquiries by any regulatory or self-regulatory organization, whether commenced or threatened in respect thereof, “"Claims”") to which any of them become subject under the Securities Act, the Exchange Act, Act or otherwise, insofar as such Claims arise out of or are based upon any of the following statements, omissions, omissions or violations in a Registration Statement filed pursuant to this Agreement, any post-effective amendment thereof or any prospectus included therein: (a) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any post-effective amendment thereof or any final prospectus (as amended or supplemented, if the Company files any amendment or supplement thereto with the SEC) included therein or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading misleading, (b) any untrue statement or alleged untrue statement of a material fact contained in the prospectus related to the Registration Statement (as it may be amended or supplemented) or the omission or alleged omission to state therein any material fact necessary to make the statements made therein, in light of the circumstances under which the statements therein were made, not misleading, or (bc) any violation or alleged violation by the Company of the Securities Act, the Exchange Act or any other law related to the Registration Statement, including without limitation any state securities law or any rule or regulation thereunder, or any covenant or agreement contained in the Purchase Agreement or this Agreement with respect to sales under the Registration Statement thereunder (the matters in the foregoing clauses (a) and through (bc) being, collectively, “"Violations”"). Subject to the restrictions set forth in Section 6.3 with respect to the number of legal counsel, the Company will reimburse the Investors and each such underwriter or controlling person and each such other Indemnified Person, promptly as such expenses are incurred and are due and payable, for any reasonable legal fees or other reasonable expenses incurred by them in connection with investigating or defending any Claim. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section 6.1: (i) does not apply to Claims arising out of or based upon a Violation that occurs in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of an Indemnified Person expressly for use in connection with the preparation of the Registration Statement or any such amendment thereof or supplement thereto, if such prospectus was timely made available by the Company pursuant to Section 3.3 hereof; (ii) does not apply to a Claim arising out of or based on any failure by any Indemnified Person to comply with prospectus delivery requirements (or the Securities Act, the Exchange Act, Act or any other law or legal requirement applicable to them) or any covenant or agreement contained in the Purchase Agreement or this Agreement; and (iii) does not apply to amounts paid in settlement of any Claim if such settlement is made without the prior written consent of the Company, which consent will not be unreasonably withheld. This indemnity obligation will remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Persons and will survive the transfer of the Registrable Securities by the Investors under Article IX of this Agreement.

Indemnification of the Investors. To the extent permitted by law, the Company will indemnify and hold harmless each Investor, any underwriter (as defined in the Securities Act) for the Investors, any directors or officers of such Investor, Investor and any person who controls such Investor within the meaning of the Securities Act or the Exchange Act or acts as such Investor's investment advisor (each, an “"Indemnified Person”") against any losses, claims, damages, expenses, expenses or liabilities (joint or several) (collectively, and together with actions, proceedings, proceedings or inquiries by any regulatory or self-regulatory organization, whether commenced or threatened in respect thereof, “"Claims”") to which any of them become subject under the Securities Act, the Exchange Act, Act or otherwise, insofar as such Claims arise out of or are based upon any of the following statements, omissions, omissions or violations in a Registration Statement filed pursuant to this Agreement, any post-effective amendment thereof or any prospectus included therein: (a) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any post-effective amendment thereof or any final prospectus (as amended or supplemented, if the Company files any amendment or supplement thereto with the SEC) included therein or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading or (b) any violation or alleged violation by the Company of the Securities Act, the Exchange Act or any other law related to the Registration Statement, including without limitation any state securities law or any rule or regulation thereunder, or any covenant or agreement contained in the Purchase Agreement or this Agreement with respect to sales under the Registration Statement thereunder (the matters in the foregoing clauses (a) and (b) being, collectively, “"Violations”"). Subject to the restrictions set forth in Section 6.3 with respect to the number of legal counsel, the Company will reimburse the Investors and each such underwriter or controlling person and each such other Indemnified Person, promptly as such expenses are incurred and are due and payable, for any reasonable legal fees or other reasonable expenses incurred by them in connection with investigating or defending any Claim. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section 6.1: (i) does not apply to Claims arising out of or based upon a Violation that occurs in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of an Indemnified Person expressly for use in connection with the preparation of the Registration Statement or any such amendment thereof or supplement thereto, if such prospectus was timely made available by the Company pursuant to Section 3.3 hereof; (ii) does not apply to a Claim arising out of or based on any failure by any Indemnified Person to comply with prospectus delivery requirements (or the Securities Act, the Exchange Act, Act or any other law or legal requirement applicable to them) or any covenant or agreement contained in the Purchase Agreement or this Agreement; and (iii) does not apply to amounts paid in settlement of any Claim if such settlement is made without the prior written consent of the Company, which consent will not be unreasonably withheldwithheld or delayed. This indemnity obligation will remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Persons and will survive the transfer of the Registrable Securities by the Investors under Article IX of this Agreement.

Indemnification of the Investors. To From and at all times after the extent permitted by lawdate -------------------------------- of this Agreement, and in addition to all other rights and remedies of the Investors against the Parent, the Company will Parent agrees to indemnify and hold harmless each InvestorInvestor and each director, any directors or officers trustee, officer, employee, agent, investment advisor and affiliate of such Investor, and any person who controls such Investor within the meaning of the Securities Act or the Exchange Act (each, an “"Indemnified Person”Party") against any and all claims (whether valid or not), losses, claims, damages, liabilities, costs and expenses of any kind or nature whatsoever (including, without limitation, reasonable attorneys' fees, costs and expenses), incurred by or asserted against any Indemnified Party, from and after the date hereof, whether direct, indirect or consequential, as a result of or arising from or in any way relating to any suit, action or proceeding (including any inquiry or investigation) by any Person, whether threatened or initiated, asserting a claim for any legal or equitable remedy against any Person under any statute or regulation, including, but not limited to, any federal or state securities laws, or liabilities (joint under any common law or several) (collectively, and together with actions, proceedings, or inquiries by any regulatory or self-regulatory organization, whether commenced or threatened in respect thereof, “Claims”) to which any of them become subject under the Securities Act, the Exchange Act, equitable cause or otherwise, insofar as such Claims arise out of arising from or are based upon any of the following statements, omissions, or violations in a Registration Statement filed pursuant to this Agreement, any post-effective amendment thereof or any prospectus included therein: (a) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any post-effective amendment thereof or any final prospectus (as amended or supplemented, if the Company files any amendment or supplement thereto with the SEC) included therein or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading or (b) any violation or alleged violation by the Company of the Securities Act, the Exchange Act or any other law related to the Registration Statement, including without limitation any state securities law or any rule or regulation thereunder, or any covenant or agreement contained in the Purchase Agreement or this Agreement with respect to sales under the Registration Statement (the matters in the foregoing clauses (a) and (b) being, collectively, “Violations”). Subject to the restrictions set forth in Section 6.3 with respect to the number of legal counsel, the Company will reimburse the Investors or controlling person and each such other Indemnified Person, promptly as such expenses are incurred and are due and payable, for any reasonable legal fees or other reasonable expenses incurred by them in connection with investigating or defending any Claim. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section 6.1: (i) does not apply to Claims arising out of or based upon a Violation that occurs in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of an Indemnified Person expressly for use in connection with the preparation negotiation, preparation, execution, performance or enforcement of the Registration Statement this Agreement or any such amendment thereof or supplement thereto; (ii) does not apply to a Claim arising out of or based on any failure by any Indemnified Person to comply with prospectus delivery requirements (or the Securities Act, the Exchange Acttransactions contemplated herein, or any other law of the transactions contemplated hereunder, whether or legal requirement applicable not such Indemnified Party is a party to them) any such action, proceeding, suit or the target of any covenant such inquiry or agreement contained in investigation; provided, however, that no Indemnified Party shall have the Purchase Agreement right to be indemnified hereunder for any liability resulting from the willful misconduct or gross negligence of such Indemnified Party or breach by such Indemnified Party of its own obligations under this Agreement; . Notwithstanding the foregoing, the Parent shall not be obligated to pay the fees, expenses or disbursements of counsel of more than one counsel for all Indemnified Parties hereunder and under the Prior Agreement (iiiother than any special local counsel or counsel for specific purposes which represents the Indemnified Parties) does not apply to amounts paid unless in settlement any Indemnified Party's reasonable judgment a conflict of interest between the Indemnified Party and any other Indemnified Party exists, in which case the Parent shall indemnify the Indemnified Party for the fees, expenses or disbursements of its own separate counsel. All of the foregoing losses, damages, costs and expenses of any Claim if Indemnified Party shall be payable as and when incurred upon demand by such settlement is made without the prior written consent Indemnified Party and shall be additional obligations hereunder. The obligations of the Company, which consent will not be unreasonably withheld. This indemnity obligation will remain in full force Parent and effect regardless of any investigation made by or on behalf the rights of the Indemnified Persons and will Parties under this Section 4.8 shall survive the transfer of the Registrable Securities by the Investors under Article IX termination of this Agreement. Notwithstanding the foregoing, the indemnification for claims, losses, damages, liabilities costs and expenses described in Section 1.5 shall be governed by Section 1.5 and not this Section 4.8.

Indemnification of the Investors. To the extent permitted by law, the Company will indemnify and hold harmless each InvestorInvestor that holds such Registrable Securities, any directors or officers of such Investor, and Investor or any person who controls such Investor within the meaning of the Securities Act or the Exchange Act (each, an “"Investor Indemnified Person”") against any losses, claims, damages, expenses, expenses or liabilities (joint or several) (collectively, and together with actions, proceedings, proceedings or inquiries by any regulatory or self-regulatory organization, whether commenced or threatened in respect thereof, “"Claims”") to which any of them become subject under the Securities Act, the Exchange Act, Act or otherwise, insofar as such Claims arise out of or are based upon any of the following statements, omissions, omissions or violations in a Registration Statement filed pursuant to this Agreement, any post-effective amendment thereof or any prospectus included therein: (a) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any post-effective amendment thereof or any final prospectus (as amended or supplemented, if the Company files any amendment or supplement thereto with the SEC) included therein or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading misleading, (b) any untrue statement or alleged untrue statement of a material fact contained in the prospectus related to the Registration Statement (as it may be amended or supplemented) or the omission or alleged omission to state therein any material fact necessary to make the statements made therein, in light of the circumstances under which the statements therein were made, not misleading, or (bc) any violation or alleged violation by the Company of the Securities Act, the Exchange Act or any other law related to the Registration Statement, including without limitation any state securities law or any rule or regulation thereunder, or any covenant or agreement contained in the Purchase Agreement or this Agreement with respect to sales under the Registration Statement thereunder (the matters in the foregoing clauses (a) and through (bc) being, collectively, “"Violations”"). Subject to the restrictions set forth in Section 6.3 with respect to the number of legal counsel, the Company will reimburse the Investors or and each such controlling person and each such other Investor Indemnified Person, promptly as such expenses are incurred and are due and payable, for any reasonable legal fees or other reasonable expenses incurred by them in connection with investigating or defending any Claim. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section 6.1: (i) does not apply to Claims arising out of or based upon a Violation that occurs in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of an Investor Indemnified Person expressly for use in connection with the preparation of the Registration Statement or any such amendment thereof or supplement thereto, if such prospectus was timely made available by the Company pursuant to Section 3.3 hereof; (ii) does not apply to a Claim arising out of or based on any failure by any Investor Indemnified Person to comply with prospectus delivery requirements (or the Securities Act, the Exchange Act, Act or any other law or legal requirement applicable to them) or any covenant or agreement contained in the Purchase Agreement or this Agreement; and (iii) does not apply to amounts paid in settlement of any Claim if such settlement is made without the prior written consent of the Company, which consent will not be unreasonably withheld. This indemnity obligation will remain in full force and effect regardless of any investigation made by or on behalf of the Investor Indemnified Persons and will survive the transfer of the Registrable Securities by the Investors under Article IX of this Agreement.

Indemnification of the Investors. To In consideration of each Investor's execution and delivery of this Agreement and its acquisition of the extent permitted by lawSecurities hereunder, the Company and the Co-Borrowers, jointly and severally, will indemnify and hold harmless each Investor, any directors or officers of such Investor, Investor and any person who controls such Investor within the meaning of the Securities Act or the Exchange Act or acts as such Investor's investment advisor (each, an “"Investor Indemnified Person”" and, collectively, "Investor Indemnified Persons") against any losses, claims, damages, expenses, expenses or liabilities (joint or several) (collectively, and together with actions, proceedings, proceedings or inquiries by any regulatory or self-regulatory organization, whether commenced or threatened in respect thereof, “"Claims”" and each a "Claim") to which any of them become subject under the Securities Act, the Exchange Act, or otherwise, insofar as such Claims arise out of or are based upon any of the following statements, omissions, or violations in a Registration Statement filed pursuant to this Agreement, any post-effective amendment thereof or any prospectus included therein: (a) any untrue statement breach of any representation or alleged untrue statement of a material fact contained in warranty made by the Registration Statement Company or any postCo-effective amendment thereof or any final prospectus (as amended or supplemented, if the Company files any amendment or supplement thereto with the SEC) included therein or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading Borrower herein or (b) any violation breach of any covenant, agreement or alleged violation by obligation of the Company of the Securities Act, the Exchange Act or any other law related to the Registration Statement, including without limitation any state securities law or any rule or regulation thereunder, or any covenant or agreement Co-Borrower contained in the Purchase Agreement or this Agreement with respect to sales under the Registration Statement (the matters in the foregoing clauses (a) and (b) being, collectively, “Violations”). Subject to the restrictions set forth in Section 6.3 with respect to the number of legal counsel, the Company will reimburse the Investors or controlling person and each such other Indemnified Person, promptly as such expenses are incurred and are due and payable, for any reasonable legal fees or other reasonable expenses incurred by them in connection with investigating or defending any Claimherein. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section 6.1: (i) does not apply to Claims arising out of or based upon a Violation that occurs in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of an Indemnified Person expressly for use in connection with the preparation of the Registration Statement or any such amendment thereof or supplement thereto; (ii) does not apply to a Claim arising out of or based on any failure by any Indemnified Person to comply with prospectus delivery requirements (or the Securities Act, the Exchange Act, or any other law or legal requirement applicable to them) or any covenant or agreement contained in the Purchase Agreement or this Agreement; and (iii) 9.1 does not apply to amounts paid in settlement of any Claim if such settlement is made without the prior written consent of the CompanyCompany and the Co-Borrowers, which consent will not be unreasonably withheldwithheld or delayed, and the Company and the Co-Borrowers will not be liable under this Agreement (including this Section 9.1) for any amount with respect to any Claim after the aggregate amount the Company and the Co-Borrowers have paid pursuant to this Section 9.1 with respect to all Claims equals an amount equal to the product of three (3) multiplied by the original aggregate principal amount of all the Notes issued on the Closing Date. This indemnity obligation will remain in full force and effect regardless of any investigation made by or on behalf of the Investor Indemnified Persons and will survive the transfer of the Registrable Securities by the Investors under Article IX of this AgreementPersons.

Indemnification of the Investors. To the extent permitted by law, the Company will indemnify and hold harmless each Investor, any underwriter (as defined in the Securities Act) for the Investors, any directors or officers of such Investor (including for purposes of this Article VI any person who was an Investor, ) and any person who controls such Investor within the meaning of the Securities Act or the Exchange Act or acts as such Investor's investment advisor (each, an “"Investor Indemnified Person”") against any losses, claims, damages, expenses, expenses or liabilities (joint or several) (collectively, and together with actions, proceedings, proceedings or inquiries by any regulatory or self-regulatory organization, whether commenced or threatened in respect thereof, “"Claims”") to which any of them become subject under the Securities Act, the Exchange Act, Act or otherwise, insofar as such Claims arise out of or are based upon any of the following statements, omissions, omissions or violations in a the Registration Statement filed pursuant to this Agreement, any post-effective amendment thereof or any prospectus included therein: (a) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any post-effective amendment thereof or any final prospectus (as amended or supplemented, if the Company files any amendment or supplement thereto with the SEC) included therein or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading or (b) any violation or alleged violation by the Company of the Securities Act, the Exchange Act or any other law related to the Registration Statement, including without limitation any state securities law or any rule or regulation thereunder, or any covenant or agreement contained in the Purchase Agreement or this Agreement with respect to sales under the Registration Statement thereunder (the matters in the foregoing clauses (a) and (b) being, collectively, “"Violations”"). Subject to the restrictions set forth in Section 6.3 with respect to the number of legal counsel, the Company will reimburse the Investors and each such underwriter or controlling person and each such other Investor Indemnified Person, promptly as such expenses are incurred and are due and payable, for any reasonable legal fees or other reasonable expenses incurred by them in connection with investigating or defending any Claim. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section 6.1: (i) does not apply to Claims arising out of or based upon a Violation that occurs in reliance upon and in conformity with written information furnished in writing to the Company by or on behalf of an Investor or Investor Indemnified Person Persons expressly for use in connection with the preparation of the Registration Statement or any such amendment thereof or supplement thereto, if such prospectus was timely made available by the Company pursuant to Section 3.3; (ii) does not apply to a Claim arising out of or based on any failure by any an Investor or Investor Indemnified Person Persons to comply with prospectus delivery requirements (or the Securities Act, the Exchange Act, Act or any other law or legal requirement applicable to themsales under the Registration Statement) or any covenant or agreement contained in the Purchase Agreement Agreement, with respect to sales under the Registration Statement, or in this Agreement; (iii) does not apply to a Claim arising from an offer or sale of Registrable Securities occurring during a period in which sales are suspended in accordance with Section 4.3; and (iiiiv) does not apply to amounts paid in settlement of any Claim if such settlement is made without the prior written consent of the Company, which consent will not be unreasonably withheldwithheld or delayed. This indemnity obligation will remain in full force and effect regardless of any investigation made by or on behalf of the Investor Indemnified Persons and will survive the transfer of the Registrable Securities by the Investors under Article IX of this AgreementIX.

Indemnification of the Investors. To the extent permitted by law, the The Company will agrees to indemnify and hold harmless each InvestorInvestor (and each person, any directors or officers of such Investorif any, and any person who controls such each Investor within the meaning of Section 15 of the Securities Act or the Exchange Act (each, an “Indemnified Person”Act) from and against any losses, claims, damagesdamages or liabilities to which such Investor may become subject (under the Securities Act or otherwise) insofar as such losses, expensesclaims, damages or liabilities (joint or several) (collectively, and together with actions, proceedings, actions or inquiries by any regulatory or self-regulatory organization, whether commenced or threatened proceedings in respect thereof, “Claims”) to which any of them become subject under the Securities Act, the Exchange Act, or otherwise, insofar as such Claims arise out of of, or are based upon any of the following statementsupon, omissions, or violations in a Registration Statement filed pursuant to this Agreement, any post-effective amendment thereof or any prospectus included therein: (ai) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement Statement, as it may have been amended, at the time of effectiveness or any post-effective amendment thereof or any final prospectus (as amended or supplemented, if the Company files any amendment or supplement thereto with the SEC) included therein or the omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein, therein in the light of the circumstances under which they were mademade not misleading, not misleading or (bii) any violation or alleged violation failure by the Company of the Securities Act, the Exchange Act or to fulfill any other law related to the Registration Statement, including without limitation any state securities law or any rule or regulation thereunder, or any covenant or agreement contained undertaking included in the Purchase Agreement or this Agreement with respect to sales under the Registration Statement (at the matters in the foregoing clauses (a) and (b) being, collectively, “Violations”)time of effectiveness. Subject to the restrictions set forth in Section 6.3 with respect to the number of legal counsel, the The Company will reimburse the Investors or controlling person and each such other Indemnified Person, promptly as such expenses are incurred and are due and payable, Investor for any reasonable and documented legal fees expenses and any other actual, out-of-pocket expenses reasonably incurred in investigating, defending or other reasonable expenses incurred by them preparing to defend any such action, proceeding or claim; provided, however, that the Company shall not be liable in connection with investigating or defending any Claim. Notwithstanding anything such case to the contrary contained hereinextent that such loss, claim, damage or liability arises out of, or is based upon, an untrue statement made in such Registration Statement or any omission of a material fact required to be stated therein or necessary to make the indemnification agreement contained in this Section 6.1: (i) does statements therein not apply to Claims arising out of or based upon a Violation that occurs misleading in reliance upon and in conformity with written information furnished in writing to the Company by or on behalf of an Indemnified Person expressly any Investor or any of its affiliates or representatives specifically for use in connection with the preparation of the Registration Statement or the failure of any such amendment thereof or supplement thereto; (ii) does not apply to a Claim arising out of or based on any failure by any Indemnified Person Investor to comply with prospectus delivery requirements (or its covenants and agreements contained in Section 1.3 hereof respecting the Securities Act, sale of the Exchange Act, Warrant Shares or any other law statement or legal requirement applicable omission in any prospectus that is corrected in any subsequent prospectus that was delivered to them) an Investor prior to the pertinent sale or any covenant or agreement contained in sales by such Investor. The Company shall reimburse each Investor for the Purchase Agreement or this Agreement; and (iii) does not apply to amounts paid in settlement provided for herein within a reasonable period of any Claim if such settlement is made without the prior written consent of the Company, which consent will not be unreasonably withheld. This indemnity obligation will remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Persons and will survive the transfer of the Registrable Securities by the Investors under Article IX of this Agreementtime after demand therefor.

Indemnification of the Investors. To the extent permitted by law, the Company will indemnify and hold harmless each Investor (including for purposes of this Article VI any person who was an Investor), any underwriter (as defined in the Securities Act) for the Investors, any directors or officers of such Investor, Investor and any person who controls such Investor within the meaning of the Securities Act or the Exchange Act or acts as such Investor's investment advisor (each, an “"Investor Indemnified Person”") against any losses, claims, damages, expenses, expenses or liabilities (joint or several) (collectively, and together with actions, proceedings, proceedings or inquiries by any regulatory or self-regulatory organization, whether commenced or threatened in respect thereof, “"Claims”") to which any of them become subject under the Securities Act, the Exchange Act, Act or otherwise, insofar as such Claims arise out of or are based upon any of the following statements, omissions, omissions or violations in a Registration Statement filed pursuant to this Agreement, any post-effective amendment thereof or any prospectus included therein: (a) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any post-effective amendment thereof or any final prospectus (as amended or supplemented, if the Company files any amendment or supplement thereto with the SEC) included therein or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading or (b) any violation or alleged violation by the Company of the Securities Act, the Exchange Act or any other law related to the Registration Statement, including without limitation any state securities law or any rule or regulation thereunder, or any covenant or agreement contained in the Purchase Agreement or this Agreement with respect to sales under the Registration Statement thereunder (the matters in the foregoing clauses (a) and (b) being, collectively, “"Violations”"). Subject to the restrictions set forth in Section 6.3 with respect to the number of legal counsel, the Company will reimburse the Investors and each such underwriter or controlling person and each such other Investor Indemnified Person, promptly as such expenses are incurred and are due and payable, for any reasonable legal fees or other reasonable expenses incurred by them in connection with investigating or defending any Claim. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section 6.1: (i) does not apply to Claims arising out of or based upon a Violation that occurs in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of an Investor or Investor Indemnified Person Persons expressly for use in connection with the preparation of the Registration Statement or any such amendment thereof or supplement thereto, if such prospectus was timely made available by the Company pursuant to Section 3.3; (ii) does not apply to a Claim arising out of or based on any failure by any an Investor or Investor Indemnified Person Persons to comply with prospectus delivery requirements (or the Securities Act, the Exchange Act, Act or any other law or legal requirement applicable to them) or any covenant or agreement respecting sales under the Registration Statement contained in this Agreement, the Purchase Agreement or this Agreementthe Note; (iii) does not apply to a Claim arising from an offer or sale of Registrable Securities occurring during a period in which sales are suspended in accordance with Section 4.3; and (iiiiv) does not apply to amounts paid in settlement of any Claim if such settlement is made without the prior written consent of the Company, which consent will not be unreasonably withheldwithheld or delayed. This indemnity obligation will remain in full force and effect regardless of any investigation made by or on behalf of the Investor Indemnified Persons and will survive the transfer of the Registrable Securities by the Investors under Article IX of this AgreementIX.