Common use of Indemnification of the Purchaser Clause in Contracts

Indemnification of the Purchaser. The Company agrees to indemnify and hold harmless the Purchaser and each person, if any, who controls the Purchaser within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Preference Offering Memorandum (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 7(d) below) any such settlement is effected with the written consent of the Company; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Purchaser), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by the Purchaser expressly for use in the Preference Offering Memorandum (or any amendment thereto).

Indemnification of the Purchaser. The Subject to the conditions set forth below, in connection with any registration of the Registrable Securities pursuant to this Section 5, the Company agrees to indemnify and hold harmless the Purchaser Purchaser, any underwriter for the offering and each of their officers and directors and agents and each other person, if any, who controls the Purchaser or their underwriter (each, a "Purchaser Indemnified Party"), within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act Securities Act, as follows: (i) Against any and all loss, claim, damage and expense whatsoever arising out of or based upon (including, but not limited to, any and all expense whatsoever reasonably incurred in investigating, preparing or defending any litigation, commenced or threatened, or any claim whatsoever based upon) any untrue or alleged untrue statement of a material fact contained in any preliminary prospectus (if used prior to the effective date of the registration statement), the registration statement or the prospectus (as from time to time amended and supplemented), or in any application or other document executed by the Company or based upon written information furnished by the Company filed in any jurisdiction in order to qualify the Company's securities under the securities laws thereof, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, or any other violation of applicable federal or state statutory or regulatory requirements or limitations relating to action or inaction by the Company in the course of preparing, filing, or implementing such registered offering; provided, however, that the indemnity agreement contained in this section shall not apply to any loss, claim, damage, liability or action arising out of or based upon any untrue or alleged untrue statement or omission made in reliance upon and in conformity with any information furnished in writing to the Company by or on behalf of the Purchaser expressly for use in connection therewith or arising out of any action or inaction of the Purchaser; (ii) Subject to the proviso contained in Subsection (i) above, against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Preference Offering Memorandum (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, whatsoever to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omissionomission (including, but not limited to, any and all expense whatsoever reasonably incurred in investigating, preparing or defending against any such alleged untrue statement litigation or omission; provided that (subject to Section 7(dclaim) below) any if such settlement is effected with the written consent of the Company; and (iii) In no case shall the Company be liable under this indemnity agreement with respect to any claim made against any Purchaser Indemnified Party unless the Company shall be notified, by letter or by facsimile confirmed by letter, of any action commenced against such Purchaser Indemnified Party, promptly after such person shall have been served with the summons or other legal process giving information as to the nature and all expense whatsoeverbasis of the claim. The failure to so notify the Company, as incurred (including if prejudicial in any material respect to the fees and disbursements of counsel chosen by Company's ability to defend such claim, shall relieve the PurchaserCompany from its liability to the indemnified person under this Section 5(e), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, but only to the extent that the Company was prejudiced. The failure to so notify the Company shall not relieve the Company from any liability which it may have otherwise than on account of this indemnity agreement. The Company shall be entitled to participate at its own expense in the defense of any suit brought to enforce any such expense claim, but if the Company elects to assume the defense, such defense shall be conducted by counsel chosen by it, provided such counsel is not paid under (i) or (ii) abovereasonably satisfactory to the Purchaser Indemnified Party in any suit so brought. In the event the Company elects to assume the defense of any such suit and retain such counsel, the Purchaser Indemnified Party in the suit shall, after the date they are notified of such election, bear the fees and expenses of any counsel thereafter retained by them, as well as any other expenses thereafter incurred by them in connection with the defense thereof; provided, however, that this indemnity agreement shall not apply if the Purchaser Indemnified Party reasonably believes that there may be available to it any loss, liability, claim, damage defense or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished counterclaim different than those available to the Company by or that representation of the Purchaser expressly Indemnified Party by counsel for use in the Preference Offering Memorandum (or any amendment thereto)Company presents a conflict of interest for such counsel, then the Purchaser Indemnified Party shall be entitled to defend such suit with counsel of its own choosing and the Company shall bear the fees, expenses and other costs of such separate counsel.

Indemnification of the Purchaser. The In the event of any registration of any of the Registrable Shares under the Securities Act pursuant to this Agreement, the Company agrees to will indemnify and hold harmless the Purchaser Purchaser, each of its directors, partners, agents and officers and each other person, if any, who controls the Purchaser within the meaning of Section 15 of the 1933 Securities Act or Section 20 of the 1934 Exchange Act as follows: (i) against any and all losslosses, liabilityclaims, claimdamages or liabilities to which the Purchaser or controlling person may become subject under the Securities Act, damage and expense whatsoeverthe Exchange Act, Blue Sky laws or otherwise, insofar as incurredsuch losses, arising claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in any Registration Statement under which such Registrable Shares were registered under the Preference Offering Memorandum (Securities Act, any preliminary prospectus or final prospectus contained in the Registration Statement, or any amendment or supplement thereto)to such Registration Statement, or arise out of or are based upon the omission or alleged omission therefrom of to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under in which they were made, not misleading; (ii) against ; and the Company will reimburse the Purchaser and each such controlling person for any and all legal or any other expenses reasonably incurred by the Purchaser or controlling person in connection with investigating or defending any such loss, liability, claim, damage and expense whatsoeverdamage, as incurredliability or action; provided, to however, that the extent of the aggregate amount paid Company will not be liable in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 7(d) below) any such settlement is effected with the written consent of the Company; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Purchaser), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, case to the extent that any such expense loss, claim, damage or liability arises out of or is not paid under (i) based upon any untrue statement or (ii) aboveomission made in such Registration Statement, preliminary prospectus or prospectus, or any such amendment or supplement, in reliance upon and in conformity with information furnished to the Company, in writing, by or on behalf of the Purchaser or controlling person specifically for use in the preparation thereof; providedand provided further, however, that any indemnification contained in this indemnity agreement paragraph with respect to any preliminary prospectus shall not apply inure to the benefit of any person who otherwise is entitled to indemnification hereunder on account of any loss, liability, claim, damage or expense if a copy of an amended or supplemental preliminary prospectus, or the final prospectus, shall have been delivered or sent to such person within the extent arising out of any time required by the Securities Act, and the untrue statement or omission of a material fact was corrected in such amended or alleged untrue statement supplemental preliminary prospectus or omission made in reliance upon final prospectus and in conformity provided that such person did not deliver such amended or supplemental preliminary prospectus or final prospectus on a timely basis. The Company shall also indemnify any person or entity which may be deemed to be an "underwriter" for purposes of the Securities Act with written information furnished respect to the Company Registrable Shares covered by the Purchaser expressly for use in Registration Statement, and such entity's directors, partners, agents and officers, and each other person, if any, who controls such "underwriter" within the Preference Offering Memorandum (or any amendment theretomeaning of the Securities Act, on the same basis as that of the indemnification of the Purchase pursuant to this subparagraph 5(f)(1).

Indemnification of the Purchaser. The Company agrees and the Advisor, jointly and severally, agree to indemnify and hold harmless the Purchaser Purchaser, its affiliates, as such term is defined in Rule 501(b) under the 1933 Act (each, an "Affiliate"), its selling agents, officers, directors and employees and each person, if any, who controls the Purchaser within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, related to or arising out of any untrue statement or alleged untrue statement of a material fact contained in the Preference Preliminary Offering Memorandum and the Final Offering Memorandum (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 7(d) below) any such settlement is effected with the written consent of the Company; (iii) against any and all loss, liability, claim, damage and expense whatsover, as incurred, related to or arising out of any breach of a representation, warranty or covenant by the Company or the Advisor set forth in this Agreement; and (iiiiv) against any and all expense whatsoever, as incurred (including the reasonable fees and disbursements of counsel chosen by the Purchaser), reasonably incurred in investigating, preparing preparing, conducting or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i), (ii) or (iiiii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by the Purchaser expressly for use in the Preference Preliminary Offering Memorandum and the Final Offering Memorandum (or any amendment or supplement thereto), with the parties hereto confirming that no such information has been furnished.

Indemnification of the Purchaser. The Company agrees Subject to Section 9.03 and Section 9.06, the Selling Parties severally shall indemnify and hold harmless the Purchaser Purchaser, current and each person, if any, who controls future Affiliates of the Purchaser within (including, following the meaning Closing, Medfusion and the Subsidiaries) and persons serving as officers, directors, stockholders, partners, members, agents, representatives or employees thereof (individually, a “Purchaser Indemnified Party” and, collectively, the “Purchaser Indemnified Parties”) from and against any damages, liabilities, losses, fines, penalties, Taxes, costs and expenses (including reasonable fees and expenses of Section 15 counsel) (whether or not arising out of third party claims and including all amounts paid in investigation, defense or settlement of the 1933 Act foregoing) (collectively, the “Losses”) that may be sustained or Section 20 suffered by any of them arising out of or in connection with (a) any breach of any warranty or the inaccuracy of any representation of the 1934 Act as follows: (i) against Companies or any and all lossSelling Party under this Agreement or in any certificate delivered pursuant hereto, liability, claim, damage and expense whatsoever, as incurred, or by reason of any Action asserted or instituted arising out of any untrue statement matter or alleged untrue statement thing constituting a breach of a material fact contained in such representations or warranties; (b) any breach by the Preference Offering Memorandum (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigationCompanies, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or Selling Party of any claim whatsoever based upon any such untrue statement or omissionof their respective covenants, or any such alleged untrue statement failure of the Companies, any Selling Member or omissionSelling Party Representative to perform any of its respective obligations thereunder; provided that (subject to Section 7(d) belowc) any such settlement is effected with the written consent Transaction Expenses or Company Indebtedness that remain unsatisfied as of the CompanyClosing Date; and (iiid) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen breach by the Purchaser), reasonably incurred in investigating, preparing Companies or defending against any litigationSelling Party of any of the Tax Covenants, or any investigation failure of the Companies, any Selling Party or proceeding Selling Party Representative to perform any of its obligation under the Tax Covenants; (e) any Excluded Liability; and (f) any matter referred to in Section 4.08 of the Disclosure Schedule or by reason of any governmental agency Action asserted or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent instituted arising out of any untrue statement or omission or alleged untrue statement or omission such matter provided that indemnification under this subparagraph (f) shall terminate and expire on the date that is three (3) years after the Closing Date other than for a Purchaser Claim (as defined below) made in reliance upon and in conformity with written information furnished to the Company by the Purchaser expressly for use in the Preference Offering Memorandum (or any amendment thereto)before such date.

Indemnification of the Purchaser. The Company agrees to indemnify and hold harmless the Purchaser Purchaser, its officers and employees, and each person, if any, who controls the Purchaser within the meaning of Section 15 of the 1933 Act or Section 20 of and the 1934 Exchange Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoeverdamage, liability or expense, as incurred, arising to which Purchaser or such controlling person may become subject, under the Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company, which consent shall not be unreasonably withheld), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based: (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Preference Offering Memorandum Registration Statement, as the same may be amended or supplemented from time to time (or any amendment or supplement theretoincluding, without limitation, by the Prospectus Supplement), or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; ; or (ii) against in whole or in part upon any inaccuracy in the representations and warranties of the Company contained herein; or (iii) in whole or in part upon any failure of the Company to perform its obligations hereunder or under law; and to reimburse Purchaser and each such controlling person for any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 7(d) below) any such settlement is effected with the written consent of the Company; and (iii) against any and all expense whatsoever, as incurred expenses (including the fees and disbursements of counsel chosen by the Purchaser), ) as such expenses are reasonably incurred by Purchaser or such controlling person in connection with investigating, preparing defending, settling, compromising or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon paying any such untrue statement loss, claim, damage, liability, expense or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) aboveaction; provided, however, that this the foregoing indemnity agreement shall not apply to any loss, liability, claim, damage damage, liability or expense to the extent extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by the Purchaser expressly for use in the Preference Offering Memorandum Registration Statement, the Basic Prospectus or the Prospectus Supplement (or any amendment or supplement thereto); and provided, further, that with respect to any preliminary prospectus, the foregoing indemnity agreement shall not inure to the benefit of Purchaser from whom the person asserting any loss, claim, damage, liability or expense purchased Shares, or any person controlling Purchaser, if copies of the Prospectus Supplement were timely delivered to Purchaser pursuant to Section 3 and a copy of the Prospectus Supplement (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of Purchaser to such person, if required by law so to have been delivered, and if the Prospectus Supplement (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage, liability or expense. The indemnity agreement set forth in this Section 6(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Purchaser. The Company agrees to and the Guarantors will jointly and severally indemnify and hold harmless the Purchaser Purchaser, its officers, employees, agents, partners, members, directors and its affiliates and each person, if any, who controls the Purchaser within the meaning of Section 15 of the 1933 Securities Act or Section 20 of the 1934 Exchange Act as follows: (i) each, an “Indemnified Party”), against any and all losslosses, liabilityclaims, claimdamages or liabilities, damage and expense whatsoeverjoint or several, to which such Indemnified Party may become subject, under the Securities Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as incurredsuch losses, arising claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in the Preference Preliminary Offering Memorandum (or the Final Offering Memorandum, in each case as amended or supplemented or any amendment or supplement theretoIssuer Free Writing Communication (including with limitation, any Supplemental Marketing Material), any Exchange Act report, or arise out of or are based upon the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against misleading and will reimburse each Indemnified Party for any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, legal or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 7(d) below) any such settlement is effected with the written consent of the Company; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Purchaser), other expenses reasonably incurred by such Indemnified Party in connection with investigating, preparing or defending against any such loss, claim, damage, liability, action, litigation, or any investigation or proceeding by whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any governmental agency or bodyof the above as such expenses are incurred; provided, commenced or threatenedhowever, or any claim whatsoever based upon that the Company and the Guarantors will not be liable in any such untrue statement or omission, or any such alleged untrue statement or omission, case to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising liability arises out of any or is based upon an untrue statement or alleged untrue statement in or omission or alleged untrue statement or omission made from any of such documents in reliance upon and in conformity with written information furnished to the Company by the Purchaser expressly specifically for use therein, it being understood and agreed that the only such information furnished by the Purchaser consists of the information described as such in the Preference Offering Memorandum subsection (or any amendment thereto)b) below.

Indemnification of the Purchaser. The From and at all times after the date of this Agreement, and in addition to all of your other rights and remedies against the Company, the Company agrees to indemnify and hold harmless the Purchaser you and each personof your directors, if anyofficers, who controls the Purchaser within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act as follows: (i) partners, employees, agents, investment advisors and affiliates against any and all lossclaims (whether valid or not), liabilitylosses, claimdamages, damage liabilities, costs and expense whatsoeverexpenses of any kind or nature whatsoever (including, without limitation, reasonable attorneys' fees, costs and expenses), incurred by or asserted against you or any such director, officer, partner, employee, agent, investment advisor or affiliate, from and after the date hereof, whether direct or indirect, as incurreda 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 under any common law or equitable cause or otherwise, arising out from or in connection with the negotiation, preparation, execution, performance or enforcement of any untrue statement this Agreement or alleged untrue statement of a material fact contained in the Preference Offering Memorandum (other Financing Documents or any amendment transactions contemplated herein or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation of the transactions contemplated hereunder, whether or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, not you or any such alleged untrue statement director, officer, partner, employee, agent, investment advisor or omission; provided that (subject affiliate is a party to Section 7(d) below) any such settlement is effected with action, proceeding, suit or the written consent target of the Company; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Purchaser), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement inquiry or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) aboveinvestigation; provided, however, that no indemnified party shall have the 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 indemnity agreement Agreement. All of the foregoing losses, damages, costs and expenses shall not apply to any loss, liability, claim, damage or expense to be payable as and when incurred upon the extent arising out demand of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the indemnified party. The obligations of the Company by and your rights under this Section 6.8 shall survive the Purchaser expressly for use in the Preference Offering Memorandum (or any amendment thereto)termination of this Agreement.