Common use of Indemnification of the QIU Clause in Contracts

Indemnification of the QIU. Without limitation and in addition to its obligation under the other subsections of this Section 5, the Company agrees to indemnify and hold harmless BTIG, in its capacity as the QIU, its directors, officers, agents, partners, members and employees and each Controlling Person from and against any and all loss, liability, claim, damage and expense, as incurred, arising out of or based upon the QIU’s acting as a “qualified independent underwriter” (within the meaning of Rule 5121 of the Rules of FINRA) in connection with the Offering contemplated by this Agreement, and agrees to reimburse each such indemnified person for any legal or other expense reasonably incurred by them in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability or expense results from the gross negligence or willful misconduct of the QIU.

Indemnification of the QIU. Without limitation and in addition to its obligation under the other subsections of this Section 58, the Company agrees to indemnify and hold harmless BTIG, in its capacity as the QIU, its directors, officers, agents, partners, members officers and employees and each Controlling Person person, if any, who controls the QIU within the meaning of the Securities Act or the Exchange Act from and against any and all loss, liability, claim, damage and damage, liabilities or expense, as incurred, arising out of or based upon the QIU’s acting as a “qualified independent underwriter” (within the meaning of Rule 5121 2720 of the Rules of FINRANASD’s Conduct Rules) in connection with the Offering offering contemplated by this Agreement, and agrees to reimburse each such indemnified person for any legal or other expense reasonably incurred by them in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability or expense results from the gross negligence or willful misconduct of the QIU.

Indemnification of the QIU. Without limitation and in addition to its obligation under the other subsections of this Section 5, the Company agrees to indemnify and hold harmless BTIGChardan, in its capacity as the QIU, its directors, officers, agents, partners, members and employees and each Controlling Person from and against any and all loss, liability, claim, damage and expense, as incurred, arising out of or based upon the QIU’s acting as a “qualified independent underwriter” (within the meaning of Rule 5121 of the Rules of FINRA) in connection with the Offering contemplated by this Agreement, and agrees to reimburse each such indemnified person for any legal or other expense reasonably incurred by them in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability or expense results from the gross negligence or willful misconduct of the QIU.

Indemnification of the QIU. Without limitation and in addition to its obligation under the other subsections of this Section 58, the Company agrees to indemnify and hold harmless BTIG, in its capacity as the QIU, its directors, officers, agents, partners, members officers and employees and each Controlling Person person, if any, who controls the QIU within the meaning of the Securities Act or the Exchange Act from and against any and all loss, liability, claim, damage and damage, liabilities or expense, as incurred, arising out of or based upon the QIU’s acting as a “qualified independent underwriter” (within the meaning of FINRA Rule 5121 of the Rules of FINRA5121(f)(12)) in connection with the Offering offering contemplated by this Agreement, and agrees to reimburse each such indemnified person for any legal or other expense reasonably incurred by them it in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability or expense results from the gross negligence or willful misconduct of the QIU.

Indemnification of the QIU. Without limitation and in addition to its obligation under the other subsections of this Section 58, the Company agrees to indemnify and hold harmless BTIG, in its capacity as the QIU, its directors, officers, agents, partners, members officers and employees and each Controlling Person person, if any, who controls the QIU within the meaning of the Securities Act or the Exchange Act from and against any and all loss, liability, claim, damage and damage, liabilities or expense, as incurred, arising out of or based upon the QIU’s acting as a “qualified independent underwriter” (within the meaning of FINRA Rule 5121 of the Rules of FINRA5121) in connection with the Offering offering contemplated by this Agreement, and agrees to reimburse each such indemnified person for any legal or other expense reasonably incurred by them in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability or expense results from the gross negligence or willful misconduct of the QIU.

Indemnification of the QIU. Without limitation and in addition to its obligation under the other subsections of this Section 58, the Company agrees to indemnify and hold harmless BTIG, in its capacity as the QIU, its directors, officers, agents, partners, members officers and employees and each Controlling Person person, if any, who controls the QIU within the meaning of the Securities Act or the Exchange Act from and against any and all loss, liability, claim, damage and damage, liabilities or expense, as incurred, arising out of or based upon the QIU’s acting as a “qualified independent underwriter” (within the meaning of NASD Rule 5121 of the Rules of FINRA2720) in connection with the Offering offering contemplated by this Agreement, and agrees to reimburse each such indemnified person for any legal or other expense reasonably incurred by them in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability or expense results from the gross negligence or willful misconduct of the QIU.

Indemnification of the QIU. Without limitation and in addition to its obligation under the other subsections of this Section 5, the Company Xxxxxx agrees to indemnify and hold harmless BTIG, in its capacity as the QIU, its directors, officers, agents, partners, members officers and employees and each Controlling Person person, if any, who controls the QIU within the meaning of the Securities Act or the Exchange Act from and against any and all loss, liability, claim, damage and damage, liabilities or expense, as incurred, arising out of or based upon the QIU’s acting as a “qualified independent underwriter” (within the meaning of Rule 5121 of 2720 to the Rules of FINRANASD’s Conduct Rules) in connection with the Offering offering contemplated by this Agreement, and agrees to reimburse each such indemnified person for any legal or other expense reasonably incurred by them in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the Company Ventas shall not be liable in any such case to the extent that any such loss, claim, damage, liability or expense results from the gross negligence or willful misconduct of the QIU.

Indemnification of the QIU. Without limitation and in addition to its obligation under the other subsections of this Section 58, the Company agrees to indemnify and hold harmless BTIG, in its capacity as the QIU, its officers, directors, officers, agents, partners, members affiliates and employees and each Controlling Person person, if any, who controls the QIU within the meaning of the Securities Act or the Exchange Act from and against any and all loss, liability, claim, damage and damage, liabilities or expense, as incurred, arising out of or based upon the QIU’s acting as a “qualified independent underwriter” (within the meaning of FINRA Rule 5121 of the Rules of FINRA5121) in connection with the Offering offering contemplated by this Agreement, and agrees to reimburse each such indemnified person for any legal or other expense reasonably incurred by them in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability or expense results from the gross negligence or willful misconduct of the QIU.

Indemnification of the QIU. Without limitation and in addition to its obligation under the other subsections of this Section 58, the Company agrees to indemnify and hold harmless BTIG, in its capacity as the QIU, its directors, officers, agents, partners, members officers and employees and each Controlling Person person, if any, who controls the QIU within the meaning of Section 15 of the Securities Act from and against any and all loss, liability, claim, damage and damage, liabilities or expense, as incurred, arising out of or based upon the QIU’s 's acting as a “"qualified independent underwriter” " (within the meaning of Rule 5121 of 2720 to the Rules of FINRANASD's Conduct Rules) in connection with the Offering offering contemplated by this Agreement, and agrees to reimburse each such indemnified person for any legal or other expense reasonably incurred by them in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability or expense results from the gross negligence or willful misconduct of the QIU.

Indemnification of the QIU. Without limitation and in addition to its obligation under the other subsections of this Section 58, the Company agrees to indemnify and hold harmless BTIG, in its capacity as the QIU, its directors, officers, agents, partners, members officers and employees and each Controlling Person person, if any, who controls the QIU within the meaning of the Securities Act or the Exchange Act from and against any and all loss, liability, claim, damage and damage, liabilities or expense, as incurred, arising out of or based upon the QIU’s acting as a “qualified independent underwriter” (within the meaning of NASD Conduct Rule 5121 2720(f)(12) of the Rules of FINRA) FINRA in connection with the Offering offering contemplated by this Agreement, and agrees to reimburse each such indemnified person for any legal or other expense reasonably incurred by them in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability or expense results from the gross negligence or willful misconduct of the QIU.

Indemnification of the QIU. Without limitation and in addition to its obligation under the other subsections of this Section 58, the Company agrees to indemnify and hold harmless BTIG, in its capacity as the QIU, its directors, officers, agents, partners, members officers and employees and each Controlling Person person, if any, who controls the QIU within the meaning of the Securities Act or the Exchange Act from and against any and all loss, liability, claim, damage and damage, liabilities or expense, as incurred, arising out of or based upon the QIU’s acting as a “qualified independent underwriter” (within the meaning of NASD Conduct Rule 5121 of the Rules of FINRA2720) in connection with the Offering offering contemplated by this Agreement, and agrees to reimburse each such indemnified person for any legal or other expense reasonably incurred by them in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability or expense results from the gross negligence or willful misconduct of the QIU.

Indemnification of the QIU. Without limitation and in addition to its obligation under the other subsections of this Section 58, the Company agrees to indemnify and hold harmless BTIG, in its capacity as the QIU, its directors, officers, agents, partners, members officers and employees and each Controlling Person person, if any, who controls the QIU within the meaning of the Securities Act or the Exchange Act from and against any and all loss, liability, claim, damage and damage, liability or expense, as incurred, arising out of or based upon the QIU’s 's acting as a “"qualified independent underwriter” " (within the meaning of Rule 5121 of 2720 to the Rules of FINRANASD's Conduct Rules) in connection with the Offering offering contemplated by this Agreement, and agrees to reimburse each such indemnified person for any legal or other expense reasonably incurred by them in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability or expense results from the gross negligence negligence, bad faith or willful misconduct of the QIU.