Common use of Indemnification of the Placement Agent Clause in Contracts

Indemnification of the Placement Agent. The Company agrees to indemnify, defend and hold harmless the Placement Agent, its partners, directors and officers, and each person, if any, who controls the Placement Agent within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and the successors and assigns of all of the foregoing persons, from and against any loss, damage, expense, liability or claim, which, jointly or severally, the Placement Agent or any such person may incur under the Securities Act, the Exchange Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus, or any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading, except insofar as any such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in or omitted from, and in conformity with information concerning the Placement Agent furnished in writing by or on behalf of the Placement Agent to the Company expressly for use therein, which information the parties hereto agree is limited to the Placement Agent Information (as defined in Section 9).

Indemnification of the Placement Agent. The Company agrees to indemnify, defend indemnify and hold harmless the Placement Agent, its partnersaffiliates, directors and directors, officers, employees, agents and each person, if any, who controls the Placement Agent within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and the successors and assigns of all of the foregoing persons, from and against any lossand all losses, damageclaims, expensedamages and liabilities, liability joint or claimseveral (including, whichwithout limitation, jointly reasonable fees of one outside legal counsel and other expenses reasonably incurred in connection with any suit, action or severally, the Placement Agent proceeding or any such person may incur under the Securities Actclaim asserted, the Exchange Act, the common law or otherwise, insofar as such lossfees and expenses are incurred) that arise out of, damage, expense, liability or claim arises out of or is are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the ProspectusProspectus (or any amendment or supplement thereto), or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, except insofar as any such losslosses, damageclaims, expensedamages or liabilities arise out of, liability or claim arises out of or is are based upon upon, any untrue statement or omission or alleged untrue statement of a material fact contained or omission made in or omitted from, reliance upon and in conformity with any information concerning furnished to the Company in writing by the Placement Agent furnished in writing by or on behalf of the Placement Agent to the Company expressly for use therein, which it being understood and agreed that the only such information the parties hereto agree is limited to furnished by the Placement Agent Information consists of the information described as such in subsection (as defined in Section 9)b) below.

Indemnification of the Placement Agent. The Company agrees to indemnify, defend indemnify and hold harmless the Placement AgentAgent and its respective affiliates, its partnersdirectors, directors and officers, employees, agents and each personPerson, if any, who controls the Placement Agent within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange 1934 Act, and the successors and assigns of all of the foregoing persons, from and against any lossand all losses, damageclaims, expensedamages and liabilities, liability joint or claimseveral (including, whichwithout limitation, jointly reasonable fees of one outside legal counsel and other expenses reasonably incurred in connection with any suit, action or severally, the Placement Agent proceeding or any such person may incur under the Securities Actclaim asserted, the Exchange Act, the common law or otherwise, insofar as such lossfees and expenses are incurred) that arise out of, damage, expense, liability or claim arises out of or is are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement Statement, the Prospectus or the Prospectusany Issuer Free Writing Prospectus (or, in each case, any amendment or supplement thereto), or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, except insofar as any such losslosses, damageclaims, expensedamages or liabilities arise out of, liability or claim arises out of or is are based upon upon, any untrue statement or omission or alleged untrue statement of a material fact contained or omission made in or omitted from, reliance upon and in conformity with any information concerning furnished to the Company in writing by the Placement Agent furnished in writing by or on behalf of the Placement Agent to the Company expressly for use therein, which it being understood and agreed that the only such information the parties hereto agree is limited to furnished by the Placement Agent Information consists of the information described as such in subsection (as defined in Section 9)b) below.

Indemnification of the Placement Agent. The Company agrees to indemnify, defend indemnify and hold harmless the Placement AgentAgents, its partnersaffiliates, directors and directors, officers, employees, agents and each person, if any, who controls the such Placement Agent Agents within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and the successors and assigns of all of the foregoing persons, from and against any lossand all losses, damageclaims, expensedamages and liabilities, liability joint or claimseveral (including, whichwithout limitation, jointly reasonable fees of outside legal counsel and other expenses reasonably incurred in connection with any suit, action or severally, the Placement Agent proceeding or any such person may incur under the Securities Actclaim asserted, the Exchange Act, the common law or otherwise, insofar as such lossfees and expenses are incurred) that arise out of, damage, expense, liability or claim arises out of or is are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus (or any amendment or supplement thereto) or any Preliminary Prospectus, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, except insofar as any such losslosses, damageclaims, expensedamages or liabilities arise out of, liability or claim arises out of or is are based upon upon, any untrue statement or omission or alleged untrue statement of a material fact contained or omission made in or omitted from, reliance upon and in conformity with any information concerning furnished to the Placement Agent furnished Company in writing by or on behalf of the Placement Agent to the Company Agents expressly for use therein, which it being understood and agreed that the only such information the parties hereto agree is limited to furnished by the Placement Agent Information Agents consists of the information described as such in subsection (as defined in Section 9)b) below.

Indemnification of the Placement Agent. The Company agrees to indemnify, defend will indemnify and hold harmless the Placement AgentAgent against any losses, its partnersclaims, directors and officersdamages or liabilities, and each personjoint or several, if any, who controls to which the Placement Agent within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Actmay become subject, and the successors and assigns of all of the foregoing persons, from and against any loss, damage, expense, liability or claim, which, jointly or severally, the Placement Agent or any such person may incur under the Securities Act, the Exchange Act, the common law 1933 Act or otherwise, insofar as such losslosses, damageclaims, expense, liability damages or claim arises liabilities (or actions in respect thereof) arise out of or is are based upon any an untrue statement or alleged untrue statement of a material fact contained in this Agreement, the Registration Statement Memorandum or the Prospectusany amendment or supplement thereto, or any arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, therein not misleading, except insofar and will reimburse the Placement Agent for any legal or other expenses reasonably incurred by the Placement Agent in connection with investigating or defending any such action or claim as such expenses are incurred; PROVIDED, HOWEVER, that the Company shall not be liable in any such case to the extent that any such loss, damageclaim, expense, damage or liability or claim arises out of or is based upon any an untrue statement or alleged untrue statement of a material fact contained or omission or alleged omission made in the Memorandum or omitted from, any such amendment or supplement in reliance upon and in conformity with written information concerning furnished to the Company by the Placement Agent furnished in writing by or on behalf of the Placement Agent to the Company expressly for use therein, which information the parties hereto agree is limited to the Placement Agent Information (as defined in Section 9).

Indemnification of the Placement Agent. The Company agrees to indemnify, defend and hold harmless the Placement Agent, its partners, directors and officers, and each person, if any, who controls the Placement Agent within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and the successors and assigns of all of the foregoing persons, from and against any loss, damage, expense, liability or claim, which, jointly or severally, the Placement Agent or any such person may incur under the Securities Act, the Exchange Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement Statement, the Pricing Information, or the Prospectus, or any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading, except insofar as any such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in or omitted from, and in conformity with information concerning the Placement Agent furnished in writing by or on behalf of the Placement Agent to the Company expressly for use therein, which information the parties hereto agree is limited to the Placement Agent Information (as defined in Section 9).