Common use of Indemnity and Contribution Provisions Clause in Contracts

Indemnity and Contribution Provisions. (1) The Company agrees to indemnify and hold harmless the Placement Agent and any person who controls any Placement Agent within the meaning of Section 15 of the Act against any and all losses, claims, lawsuits, damages or liabilities, joint and several, to which such Placement Agent or such controlling person may become subject under the Act or otherwise, insofar as such losses, claims, lawsuits, damages or liabilities (including awards and/or judgements) arise out of any untrue or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus and related exhibits, or any amendment or supplement thereto; or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statement therein not misleading; and will reimburse the Placement Agent and each such controlling person for any and all costs and expenses, including reasonable counsel fees incurred by such Placement Agent or such controlling persons in connection with the investigation or defense of any such loss, claim, lawsuit, damage or liability; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, lawsuit or liability arises out of or is based upon an untrue statement or omission made in the Registration Statement or the Prospectus and related exhibits or any amendment or supplement thereto in reliance upon and in conformity with information furnished to the Company by or on behalf of the Placement Agent specifically for use with reference to such Placement Agent in preparation thereof. This indemnity agreement will be in addition to any liability which the Company may otherwise have.

Indemnity and Contribution Provisions. (1) The Company agrees to indemnify and hold harmless the Placement Agent Underwriter and any person who controls any Placement Agent Underwriter within the meaning of Section 15 of the Act and the Selected Dealer against any and all losses, claims, lawsuits, damages or liabilities, joint and several, to which such Placement Agent or Underwriter, such controlling person or the Selected Dealer may become subject under the Act or otherwise, insofar as such losses, claims, lawsuits, damages or liabilities (including awards and/or judgements) arise out of any untrue or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus and related exhibits, or any amendment or supplement thereto; or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statement therein not misleading; and will reimburse the Placement Agent and Underwriter, each such controlling person and the Selected Dealer for any and all costs and expenses, including reasonable counsel fees incurred by such Placement Agent or Underwriter, such controlling persons or the Selected Dealer in connection with the investigation or defense of any such loss, claim, lawsuit, damage or liability; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, lawsuit or liability arises out of or is based upon an untrue statement or omission made in the Registration Statement or the Prospectus and related exhibits or any amendment or supplement thereto in reliance upon and in conformity with information furnished to the Company by or on behalf of the Placement Agent Underwriter or the Selected Dealer specifically for use with reference to such Placement Agent in preparation thereof. This indemnity agreement will be in addition to any liability which the Company may otherwise have.with