Common use of Indemnification of the QIU Clause in Contracts

Indemnification of the QIU. Without limitation of and in addition to its obligations under the other paragraphs of this Section 5, the Company agrees to indemnify, defend and hold harmless the QIU, its directors, officers, employees and each Controlling Person of the QIU, if any, and the successors and assigns of all of the foregoing persons, from and against any loss, damage, expense, liability or claim (including the reasonable cost of investigation) which, jointly or severally, the QIU or any such person may incur, insofar as such loss, damage, expense, liability or claim arises out of or is based upon the QIU’s acting as a “qualified independent underwriter” (within the meaning of FINRA Rule 5121) in connection with the offering contemplated by this Agreement, and the Company agrees to advance and reimburse each such indemnified party, as incurred, for any legal or other expenses reasonably incurred by it in connection with investigating or defending any such loss, damage, expense, liability or claim; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage, liability or action arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by the QIU specifically for use in the Registration Statement or Prospectus.

Indemnification of the QIU. Without limitation of and in addition to its obligations under the other paragraphs of this Section 5, the Company agrees to indemnify, defend and hold harmless the QIU, its directors, officers, employees and each Controlling Person controlling person of the QIU, if any, and the successors and assigns of all of the foregoing persons, from and against any loss, damage, expense, liability or claim (including the reasonable cost of investigation) which, jointly or severally, the QIU or any such person may incur, insofar as such loss, damage, expense, liability or claim arises out of or is based upon the QIU’s acting as a “qualified independent underwriter” (within the meaning of FINRA Rule 5121) in connection with the offering contemplated by this Agreement, and the Company agrees to advance and reimburse each such indemnified party, as incurred, for any legal or other expenses reasonably incurred by it in connection with investigating or defending any such loss, damage, expense, liability or claim; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage, liability or action arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by the QIU specifically for use in the Registration Statement or Prospectus.

Indemnification of the QIU. Without limitation of and in addition to its obligations under the other paragraphs of this Section 56, the Company agrees to indemnify, defend and hold harmless the QIU, its directors, officers, employees and each Controlling Person of the QIU, if any, and the successors and assigns of all of the foregoing persons, from and against any loss, damage, expense, liability or claim (including the reasonable cost of investigation) which, jointly or severally, the QIU or any such person may incur, insofar as such loss, damage, expense, liability or claim arises out of or is based upon the QIU’s acting as a “qualified independent underwriter” (within the meaning of FINRA Rule 5121) in connection with the offering Offering contemplated by this Agreement, and the Company agrees to advance and reimburse each such indemnified party, as incurred, for any legal or other expenses reasonably incurred by it in connection with investigating or defending any such loss, damage, expense, liability or claim; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claimdamage, damageexpense, liability or action arises out claim resulted primarily from the gross negligence or willful misconduct of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by the QIU specifically for use in or any of its directors, officers, employees, Controlling Persons or any of the Registration Statement successors or Prospectusassigns of any of the foregoing persons.

Indemnification of the QIU. Without limitation of and in addition to its obligations obligation under the other paragraphs subsections of this Section 57, the Company agrees to indemnify, defend indemnify and hold harmless the QIU, its directors, officers, officers and employees and each Controlling Person of the QIUperson, if any, and who controls the successors and assigns of all QIU within the meaning of the foregoing persons, Securities Act or the Exchange Act from and against any loss, damage, expense, liability or claim (including the reasonable cost of investigation) which, jointly or severally, the QIU or any such person may incur, insofar as such lossclaim, damage, liabilities or expense, liability or claim arises as incurred, arising out of or is based upon the QIU’s acting as a “qualified independent underwriter” (within the meaning of FINRA Rule 5121) in connection with the offering contemplated by this Agreement, and the Company agrees to advance and reimburse each such indemnified party, as incurred, person for any legal or other expenses expense reasonably incurred by it them in connection with investigating investigating, defending, settling, compromising or defending any such loss, damage, expense, liability or claim; provided, however, that the Company will not be liable in any such case to the extent that paying any such loss, claim, damage, liability liability, expense or action arises action, in each case except insofar as such losses, claims, damages or liabilities arise out of of, or is are based upon an untrue statement or alleged upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written any information furnished to the Company in writing by the QIU specifically Xxxxxxx, Xxxxx & Co., in its capacity as QIU, expressly for use in the Registration Statement or Prospectustherein.

Indemnification of the QIU. Without limitation of and in addition to its obligations under the other paragraphs of this Section 56, the Company agrees to indemnify, defend and hold harmless the QIU, its directors, officers, employees and each Controlling Person of the QIU, if any, and the successors and assigns of all of the foregoing persons, from and against any loss, damage, expense, liability or claim (including the reasonable cost of investigation) which, jointly or severally, the QIU or any such person may incur, insofar as such loss, damage, expense, liability or claim arises out of or is based upon the QIU’s acting as a “qualified independent underwriter” (within the meaning of FINRA Rule 5121) in connection with the offering Offering contemplated by this Agreement, and the Company agrees to advance and reimburse each such indemnified party, as incurred, for any legal or other expenses reasonably incurred by it in connection with investigating or defending any such loss, damage, expense, liability or claim; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage, liability or action arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to by the Company by the QIU specifically for use in the Registration Statement or Prospectus.