Common use of Issuer Indemnification Clause in Contracts

Issuer Indemnification. Folio agrees to indemnify, defend and hold Issuer and its Affiliates and their respective officers, directors, agents and employees (each an “Issuer Indemnified Party” and, collectively, “Issuer Indemnified Parties”) harmless against any Action brought by an Investor, Folio Customer, court, or regulator asserting jurisdiction over the Issuer Indemnified Party or by any other party against any Issuer Indemnified Party relating to Folio, any Affiliate of Folio or the Services, insofar as the Action arises out of or is based upon (a) the Folio Site; (b) any misstatement or statement about Folio provided by Folio to the Issuer; (c) any breach or alleged breach of any of Folio’s representations, warranties, covenants or agreements hereunder and including any representations, warranties, covenants or agreements contained in the Schedules to this Agreement; (d) any and all commitments, representations, warranties or statements of any kind by Folio to any third party regarding the use of the Folio Site; and (e) infringement or misappropriation by Folio of any third party’s property and/or intellectual property rights, including, but not limited to, patents, trademarks, copyrights, trade secrets and publicity rights. Further, Folio shall indemnify the Issuer Indemnified Parties against all Losses incurred by or levied or brought against the Issuer Indemnified Parties arising out of, or related to, Actions warranting indemnification pursuant to this Section 7.3 as such Losses arise. Promptly after receipt by an Issuer Indemnified Party of notice of any claim or the commencement of any Action with respect to which an Issuer Indemnified Party is entitled to indemnity hereunder, Issuer will notify Folio in writing of such claim or of the commencement of such Action, and Folio, if requested by the Issuer Indemnified Party, will assume the defense of such Action and will employ counsel reasonably satisfactory to the Issuer Indemnified Party and will pay the fees and expenses of such counsel. Notwithstanding the preceding sentence, the Issuer Indemnified Party will be entitled to employ counsel separate from counsel for Folio and from any other party in such action if counsel for the Issuer Indemnified Party reasonably determines that it would be inappropriate or ill-advised for the same counsel to represent both parties. In such event, the reasonable fees and disbursements of no more than one such separate counsel will be paid by Folio, in addition to local counsel. If the Issuer Indemnified Party elects Folio to assume the defense of such Action, Folio will have the exclusive right to settle the claim or proceeding, provided that Folio will not settle any such claim or Action without the prior written consent of the Issuer Indemnified Party, which consent shall not be unreasonably withheld. If the Issuer Indemnified Party assumes the defense (with payment of any related costs and expenses by Folio), the Issuer Indemnified Party will have the exclusive right to settle the claim or proceeding, provided that the Issuer Indemnified Party will not settle any claim or Action without the prior written consent of Folio, which consent shall not be unreasonably withheld.

Issuer Indemnification. Folio ODB agrees to indemnify, defend and hold Issuer and its Affiliates and their respective officers, directors, agents and employees (each an “Issuer Indemnified Party” and, collectively, “Issuer Indemnified Parties”) harmless against any Action brought by an Investor, Folio CustomerInvestor, court, or regulator asserting jurisdiction over the Issuer Indemnified Party or by any other party against any Issuer Indemnified Party relating to FolioODB, any Affiliate of Folio ODB or the Services, insofar as the Action arises out of or is based upon (a) the Folio ODB Site; (b) any misstatement or statement about Folio ODB provided by Folio ODB to the IssuerIssue in connection with this Agreement; (c) any Material breach or alleged Material breach of any of FolioODB’s representations, warranties, covenants or agreements hereunder and including any representations, warranties, covenants or agreements contained in the Schedules to this Agreement; (d) any breach or alleged breach of confidentiality or privacy relating to ODB’s failure or alleged failure to treat any Investor’s personal or identifying information as confidential pursuant to Section 5, (e) any and all commitments, representations, warranties or statements of any kind by Folio ODB to any third party regarding the use of the Folio ODB Site; and (ef) infringement or misappropriation by Folio ODB of any third party’s property and/or intellectual property rights, including, but not limited to, patents, trademarks, copyrights, trade secrets and publicity rights. Further, Folio ODB shall indemnify and defend the Issuer Indemnified Parties against all Losses incurred by or levied or brought against the Issuer Indemnified Parties arising out of, or related to, Actions warranting indemnification pursuant to this Section 7.3 as such Losses arise. Promptly after receipt by an Issuer Indemnified Party of notice of any claim or the commencement of any Action with respect to which an Issuer Indemnified Party is entitled to indemnity hereunder, Issuer will notify Folio ODB in writing of such claim or of the commencement of such Action, and FolioODB, if requested by the Issuer Indemnified Party, will assume the defense of such Action and will employ counsel reasonably satisfactory to the Issuer Indemnified Party and will pay the fees and expenses of such counselcounsel provided that any failure to promptly notify ODB shall not affect the indemnification rights of an Issuer Indemnified Party except to the extent that ODB is Materially prejudiced by such failure. Notwithstanding the preceding sentence, the Issuer Indemnified Party will be entitled to employ counsel separate from counsel for Folio ODB and from any other party in such action if counsel for the Issuer Indemnified Party reasonably determines that it would be inappropriate or ill-advised for the same counsel to represent both parties. In such event, the reasonable fees and disbursements of no more than one such separate counsel will be paid by FolioODB, in addition to local counsel. If the Issuer Indemnified Party elects Folio ODB to assume the defense of such Action, Folio ODB will have the exclusive right to settle the claim or proceeding, provided that Folio ODB will not settle any such claim or Action without the prior written consent of the Issuer Indemnified Party, which consent shall not be unreasonably withheld. If the Issuer Indemnified Party assumes the defense (with payment of any related costs and expenses by FolioODB), the Issuer Indemnified Party will have the exclusive right to settle the claim or proceeding, provided that the Issuer Indemnified Party will not settle any claim or Action without the prior written consent of FolioODB, which consent shall not be unreasonably withheld, delayed or conditioned.

Issuer Indemnification. Folio ODB agrees to indemnify, defend and hold Issuer and its Affiliates and their respective officers, directors, agents and employees (each an “Issuer Indemnified Party” and, collectively, “Issuer Indemnified Parties”) harmless against any Action brought by an Investor, Folio CustomerInvestor, court, or regulator asserting jurisdiction over the Issuer Indemnified Party or by any other party against any Issuer Indemnified Party relating to FolioODB, any Affiliate of Folio ODB or the Services, insofar as the Action arises out of or is based upon (a) the Folio Site; (b) any misstatement or statement about Folio provided by Folio to the Issuer; (c) any Material breach or alleged Material breach of any of FolioODB’s representations, warranties, covenants or agreements hereunder and including any representations, warranties, covenants or agreements contained in the Schedules to this Agreement; (d) any and all commitments, representations, warranties or statements of any kind by Folio to any third party regarding the use of the Folio Site; Agreement and (eb) infringement or misappropriation by Folio ODB of any third party’s property and/or intellectual property rights, including, but not limited to, patents, trademarks, copyrights, trade secrets and publicity rights. Further, Folio ODB shall indemnify the Issuer Indemnified Parties against all Losses incurred by or levied or brought against the Issuer Indemnified Parties arising out of, or related to, Actions warranting indemnification pursuant to this Section 7.3 as such Losses arise. Promptly after receipt by an Issuer Indemnified Party of notice of any claim or the commencement of any Action with respect to which an Issuer Indemnified Party is entitled to indemnity hereunder, Issuer will notify Folio ODB in writing of such claim or of the commencement of such Action, and FolioODB, if requested by the Issuer Indemnified Party, will assume the defense of such Action and will employ counsel reasonably satisfactory to the Issuer Indemnified Party and will pay the fees and expenses of such counselcounsel provided that any failure to promptly notify ODB shall not affect the indemnification rights of an Issuer Indemnified Party except to the extent that ODB is Materially prejudiced by such failure. Notwithstanding the preceding sentence, the Issuer Indemnified Party will be entitled to employ counsel separate from counsel for Folio ODB and from any other party in such action if counsel for the Issuer Indemnified Party reasonably determines that it would be inappropriate or ill-advised for the same counsel to represent both parties. In such event, the reasonable fees and disbursements of no more than one such separate counsel will be paid by FolioODB, in addition to local counsel. If the Issuer Indemnified Party elects Folio ODB to assume the defense of such Action, Folio ODB will have the exclusive right to settle the claim or proceeding, provided that Folio ODB will not settle any such claim or Action without the prior written consent of the Issuer Indemnified Party, which consent shall not be unreasonably withheld. If the Issuer Indemnified Party assumes the defense (with payment of any related costs and expenses by FolioODB), the Issuer Indemnified Party will have the exclusive right to settle the claim or proceeding, provided that the Issuer Indemnified Party will not settle any claim or Action without the prior written consent of FolioODB, which consent shall not be unreasonably withheld, delayed or conditioned.

Issuer Indemnification. Folio ODB agrees to indemnify, defend defend, and hold Issuer and its Affiliates and their respective officers, directors, agents agents, and employees (each an “Issuer Indemnified Party” and, collectively, “Issuer Indemnified Parties”) harmless against any Action brought by an Investor, Folio CustomerInvestor, court, or regulator asserting jurisdiction over the Issuer Indemnified Party or by any other party against any Issuer Indemnified Party relating to FolioODB, any Affiliate of Folio ODB or the Services, insofar as the Action arises out of or is based upon (a) the Folio Site; (b) any misstatement or statement about Folio provided by Folio to the Issuer; (c) any material breach or alleged Material breach of any of FolioODB’s representations, warranties, covenants covenants, or agreements hereunder and including any representations, warranties, covenants covenants, or agreements contained in the Schedules to this Agreement; (d) any and all commitments, representations, warranties or statements of any kind by Folio to any third party regarding the use of the Folio Site; and (eb) infringement or misappropriation by Folio ODB of any third party’s property and/or intellectual property rights, including, but not limited to, patents, trademarks, copyrights, trade secrets secrets, and publicity rights. Further, Folio ODB shall indemnify the Issuer Indemnified Parties against all Losses incurred by or levied or brought against the Issuer Indemnified Parties arising out of, or related to, Actions warranting indemnification pursuant to this Section 7.3 as such Losses arise. Promptly after receipt by an Issuer Indemnified Party of notice of any claim or the commencement of any Action with respect to which an Issuer Indemnified Party is entitled to indemnity hereunder, Issuer will notify Folio ODB in writing of such claim or of the commencement of such Action, and FolioODB, if requested by the Issuer Indemnified Party, will assume the defense of such Action and will employ counsel reasonably satisfactory to the Issuer Indemnified Party and will pay the fees and expenses of such counsel, provided that any failure to promptly notify ODB shall not affect the indemnification rights of an Issuer Indemnified Party except to the extent that ODB is materially prejudiced by such failure. Notwithstanding the preceding sentence, the Issuer Indemnified Party will be entitled to employ counsel separate from counsel for Folio ODB and from any other party in such action if counsel for the Issuer Indemnified Party reasonably determines that it would be inappropriate or ill-advised for the same counsel to represent both partiesParties. In such event, the reasonable fees and disbursements of no more than one such separate counsel will be paid by FolioODB, in addition to local counsel. If the Issuer Indemnified Party elects Folio ODB to assume the defense of such Action, Folio ODB will have the exclusive right to settle the claim or proceeding, provided that Folio ODB will not settle any such claim or Action without the prior written consent of the Issuer Indemnified Party, which consent shall not be unreasonably withheld. If the Issuer Indemnified Party assumes the defense (with payment of any related costs and expenses by FolioODB), the Issuer Indemnified Party will have the exclusive right to settle the claim or proceeding, provided that the Issuer Indemnified Party will not settle any claim or Action without the prior written consent of FolioODB, which consent whichconsent shall not be unreasonably withheld, delayed, or conditioned.

Issuer Indemnification. Folio ODB agrees to indemnify, defend defend, and hold Issuer and its Affiliates and their respective officers, directors, agents agents, and employees (each an “Issuer Indemnified Party” and, collectively, “Issuer Indemnified Parties”) harmless against any Action brought by an Investor, Folio CustomerInvestor, court, or regulator asserting jurisdiction over the Issuer Indemnified Party or by any other party against any Issuer Indemnified Party relating to FolioODB, any Affiliate of Folio ODB or the Services, insofar as the Action arises out of or is based upon (a) the Folio Site; (b) any misstatement or statement about Folio provided by Folio to the Issuer; (c) any Material breach or alleged Material breach of any of FolioODB’s representations, warranties, covenants covenants, or agreements hereunder and including any representations, warranties, covenants covenants, or agreements contained in the Schedules to this Agreement; (d) any and all commitments, representations, warranties or statements of any kind by Folio to any third party regarding the use of the Folio Site; and (eb) infringement or misappropriation by Folio ODB of any third party’s property and/or intellectual property rights, including, but not limited to, patents, trademarks, copyrights, trade secrets secrets, and publicity rights. Further, Folio ODB shall indemnify the Issuer Indemnified Parties against all Losses incurred by or levied or brought against the Issuer Indemnified Parties arising out of, or related to, Actions warranting indemnification pursuant to this Section 7.3 as such Losses arise. Promptly after receipt by an Issuer Indemnified Party of notice of any claim or the commencement of any Action with respect to which an Issuer Indemnified Party is entitled to indemnity hereunder, Issuer will notify Folio ODB in writing of such claim or of the commencement of such Action, and FolioODB, if requested by the Issuer Indemnified Party, will assume the defense of such Action and will employ counsel reasonably satisfactory to the Issuer Indemnified Party and will pay the fees and expenses of such counsel, provided that any failure to promptly notify ODB shall not affect the indemnification rights of an Issuer Indemnified Party except to the extent that ODB is Materially prejudiced by such failure. Notwithstanding the preceding sentence, the Issuer Indemnified Party will be entitled to employ counsel separate from counsel for Folio ODB and from any other party in such action if counsel for the Issuer Indemnified Party reasonably determines that it would be inappropriate or ill-advised for the same counsel to represent both partiesParties. In such event, the reasonable fees and disbursements of no more than one such separate counsel will be paid by FolioODB, in addition to local counsel. If the Issuer Indemnified Party elects Folio ODB to assume the defense of such Action, Folio ODB will have the exclusive right to settle the claim or proceeding, provided that Folio ODB will not settle any such claim or Action without the prior written consent of the Issuer Indemnified Party, which consent shall not be unreasonably withheld. If the Issuer Indemnified Party assumes the defense (with payment of any related costs and expenses by FolioODB), the Issuer Indemnified Party will have the exclusive right to settle the claim or proceeding, provided that the Issuer Indemnified Party will not settle any claim or Action without the prior written consent of FolioODB, which consent shall not be unreasonably withheld, delayed, or conditioned.

Issuer Indemnification. Folio ODB agrees to indemnify, defend and hold Issuer and its Affiliates and their respective officers, directors, agents and employees (each an “Issuer Indemnified Party” and, collectively, “Issuer Indemnified Parties”) harmless against any Action brought by an Investor, Folio CustomerInvestor, court, or regulator asserting jurisdiction over the Issuer Indemnified Party or by any other party against any Issuer Indemnified Party relating to FolioODB, any Affiliate of Folio ODB or the Services, insofar as the Action arises out of or is based upon (a) the Folio ODB Site; (b) any misstatement or statement about Folio ODB provided by Folio ODB to the IssuerIssuer in connection with this Agreement; (c) any Material breach or alleged Material breach of any of FolioODB’s representations, warranties, covenants or agreements hereunder and including any representations, warranties, covenants or agreements contained in the Schedules to this Agreement; (d) any breach or alleged breach of confidentiality or privacy relating to ODB’s failure or alleged failure to treat any Investor’s personal or identifying information as confidential; (e) any and all commitments, representations, warranties or statements of any kind by Folio ODB to any third party regarding the use of the Folio ODB Site; and (ef) infringement or misappropriation by Folio ODB of any third party’s property and/or intellectual property rights, including, but not limited to, patents, trademarks, copyrights, trade secrets and publicity rights; and (g) any Action brought by an Investor, court, regulator or self-regulatory organization asserting jurisdiction over the ODB Indemnified Party. Further, Folio ODB shall indemnify the Issuer Indemnified Parties against all Losses incurred by or levied or brought against the Issuer Indemnified Parties arising out of, or related to, Actions warranting indemnification pursuant to this Section 7.3 as such Losses arise. Promptly after receipt by an Issuer Indemnified Party of notice of any claim or the commencement of any Action with respect to which an Issuer Indemnified Party is entitled to indemnity hereunder, Issuer will notify Folio ODB in writing of such claim or of the commencement of such Action, and FolioODB, if requested by the Issuer Indemnified Party, will assume the defense of such Action and will employ counsel reasonably satisfactory to the Issuer Indemnified Party and will pay the fees and expenses of such counselcounsel provided that any failure to promptly notify ODB shall not affect the indemnification rights of an Issuer Indemnified Party except to the extent that ODB is Materially prejudiced by such failure. Notwithstanding the preceding sentence, the Issuer Indemnified Party will be entitled to employ counsel separate from counsel for Folio ODB and from any other party in such action if counsel for the Issuer Indemnified Party reasonably determines that it would be inappropriate or ill-advised for the same counsel to represent both parties. In such event, the reasonable fees and disbursements of no more than one such separate counsel will be paid by FolioODB, in addition to local counsel. If the Issuer Indemnified Party elects Folio ODB to assume the defense of such Action, Folio ODB will have the exclusive right to settle the claim or proceeding, provided that Folio ODB will not settle any such claim or Action without the prior written consent of the Issuer Indemnified Party, which consent shall not be unreasonably withheld. If the Issuer Indemnified Party assumes the defense (with payment of any related costs and expenses by FolioODB), the Issuer Indemnified Party will have the exclusive right to settle the claim or proceeding, provided that the Issuer Indemnified Party will not settle any claim or Action without the prior written consent of FolioODB, which consent shall not be unreasonably withheld, delayed or conditioned.

Issuer Indemnification. Folio agrees to indemnify, defend and hold Issuer and its Affiliates and their respective officers, directors, agents and employees (each an “Issuer Indemnified Party” and, collectively, “Issuer Indemnified Parties”) harmless against any Action brought by an Investor, Folio Customer, court, or regulator asserting jurisdiction over the Issuer Indemnified Party or by any other party against any Issuer Indemnified Party relating to Folio, any Affiliate of Folio or the Services, insofar as the Action arises out of or is based upon (a) the Folio Site; (b) any misstatement or statement about Folio provided by Folio to the Issuer; (c) any breach or alleged breach of any of Folio’s representations, warranties, covenants or agreements hereunder and including any representations, warranties, covenants or agreements contained in the Schedules to this Agreement; (d) any and all commitments, representations, warranties or statements of any kind by Folio to any third party regarding the use of the Folio Site; and (e) infringement or misappropriation by Folio of any third party’s property and/or intellectual property rights, including, but not limited to, patents, trademarks, copyrights, trade secrets and publicity rights. Further, Folio shall indemnify the Issuer Indemnified Parties against all Losses incurred by or levied or brought against the Issuer Indemnified Parties arising out of, or related to, Actions warranting indemnification pursuant to this Section 7.3 as such Losses arise. Promptly after receipt by an Issuer Indemnified Party of notice of any claim or the commencement of any Action with respect to which an Issuer Indemnified Party is entitled to indemnity hereunder, Issuer will notify Folio in writing of such claim or of the commencement of such Action, and Folio, if requested by the Issuer Indemnified Party, will assume the defense of such Action and will employ counsel reasonably satisfactory to the Issuer Indemnified Party and will pay the fees and expenses of such counsel. Notwithstanding the preceding sentence, the Issuer Indemnified Party will be entitled to employ counsel separate from counsel for Folio and from any other party in such action if counsel for the Issuer Indemnified Party reasonably determines that it would be inappropriate or ill-advised for the same counsel to represent both parties. In such event, the reasonable fees and disbursements of no more than one such separate counsel will be paid by Folio, in addition to local counsel. If the Issuer Indemnified Party elects Folio to assume the defense of such Action, Folio will have the exclusive right to settle the claim or proceeding, provided that Folio will not settle any such claim or Action without the prior written consent of the Issuer Indemnified Party, which consent shall not be unreasonably withheld. If the Issuer Indemnified Party assumes the defense (with payment of any related costs and expenses by Folio), the Issuer Indemnified Party will have the exclusive right to settle the claim or proceeding, provided that the Issuer Indemnified Party will not settle any claim or Action without the prior written consent of Folio, which consent shall not be unreasonably withheld.

Issuer Indemnification. Folio DriveWealth agrees to indemnify, defend and hold Issuer and its Affiliates and their respective members, shareholders, officers, directors, agents and employees (each an “Issuer Indemnified Party” and, collectively, “Issuer Indemnified Parties”) harmless against any Action brought by an Investor, Folio Customer, court, or regulator asserting jurisdiction over the Issuer Indemnified Party or by any other party against any Issuer Indemnified Party relating to FolioDriveWealth, any Affiliate of Folio DriveWealth, or the Services, insofar as the Action arises out of or is based upon (a) the Folio DriveWealth Site; (b) any misstatement or statement about Folio DriveWealth provided by Folio DriveWealth to the IssuerIssuer including, without limitation, any misstatement or statement in any offering circular, including any amended versions thereof; (c) any breach or alleged breach of any of FolioDriveWealth’s representations, warranties, covenants or agreements hereunder and including any representations, warranties, covenants or agreements contained in the Schedules to this Agreement; (d) any and all commitments, representations, warranties or statements of any kind by Folio DriveWealth to any third party regarding the use of the Folio DriveWealth Site; and (e) infringement or misappropriation by Folio DriveWealth of any third party’s property and/or intellectual property rights, including, but not limited to, patents, trademarks, copyrights, trade secrets and publicity rights. Further, Folio DriveWealth shall indemnify the Issuer Indemnified Parties against all Losses incurred by or levied or brought against the Issuer Indemnified Parties arising out of, or related to, Actions warranting indemnification pursuant to this Section 7.3 as such Losses arise, except to the extent that such Losses relate to or result from gross negligence, misfeasance or willful disregard for law by any Issuer Indemnified Party. 8.5. Promptly after receipt by an Issuer Indemnified Party of notice of any claim or the commencement of any Action with respect to which an Issuer Indemnified Party is entitled to indemnity hereunder, Issuer will notify Folio DriveWealth in writing of such claim or of the commencement of such Action, and FolioDriveWealth, if requested by the Issuer Indemnified Party, will assume the defense of such Action and will employ counsel reasonably satisfactory to the Issuer Indemnified Party and will pay the fees and expenses of such counsel. Notwithstanding the preceding sentence, the Issuer Indemnified Party will be entitled to employ counsel separate from counsel for Folio DriveWealth and from any other party in such action if counsel for the Issuer Indemnified Party reasonably determines that it would be inappropriate or ill-advised for the same counsel to represent both parties. In such event, the reasonable fees and disbursements of no more than one such separate counsel will be paid by FolioDriveWealth, in addition to local counsel. If the Issuer Indemnified Party elects Folio DriveWealth to assume the defense of such Action, Folio DriveWealth will have the exclusive right to settle the claim or proceeding, provided that Folio DriveWealth will not settle any such claim or Action without the prior written consent of the Issuer Indemnified Party, which consent shall not be unreasonably withheld. If the Issuer Indemnified Party assumes the defense (with payment of any related costs and expenses by FolioDriveWealth), the Issuer Indemnified Party will have the exclusive right to settle the claim or proceeding, provided that the Issuer Indemnified Party will not settle any claim or Action without the prior written consent of FolioDriveWealth, which consent shall not be unreasonably withheld.

Issuer Indemnification. Folio DriveWealth agrees to indemnify, defend and hold Issuer and its Affiliates and their respective members, shareholders, officers, directors, agents and employees (each an “Issuer Indemnified Party” and, collectively, “Issuer Indemnified Parties”) harmless against any Action brought by an Investor, Folio Customer, court, or regulator asserting jurisdiction over the Issuer Indemnified Party or by any other party against any Issuer Indemnified Party relating to FolioDriveWealth, any Affiliate of Folio DriveWealth, or the Services, insofar as the Action arises out of or is based upon (a) the Folio DriveWealth Site; (b) any misstatement or statement about Folio DriveWealth provided by Folio DriveWealth to the IssuerIssuer including, without limitation, any misstatement or statement in any offering circular, including any amended versions thereof; (c) any breach or alleged breach of any of FolioDriveWealth’s representations, warranties, covenants or agreements hereunder and including any representations, warranties, covenants or agreements contained in the Schedules to this Agreement; (d) any and all commitments, representations, warranties or statements of any kind by Folio DriveWealth to any third party regarding the use of the Folio DriveWealth Site; and (e) infringement or misappropriation by Folio DriveWealth of any third party’s property and/or intellectual property rights, including, but not limited to, patents, trademarks, copyrights, trade secrets and publicity rights. Further, Folio DriveWealth shall indemnify the Issuer Indemnified Parties against all Losses incurred by or levied or brought against the Issuer Indemnified Parties arising out of, or related to, Actions warranting indemnification pursuant to this Section 7.3 as such Losses arise. Promptly after receipt , except to the extent that such Losses relate to or result from gross negligence, misfeasance or willful disregard for law by an Issuer Indemnified Party of notice of any claim or the commencement of any Action with respect to which an Issuer Indemnified Party is entitled to indemnity hereunder, Issuer will notify Folio in writing of such claim or of the commencement of such Action, and Folio, if requested by the Issuer Indemnified Party, will assume the defense of such Action and will employ counsel reasonably satisfactory to the Issuer Indemnified Party and will pay the fees and expenses of such counsel. Notwithstanding the preceding sentence, the Issuer Indemnified Party will be entitled to employ counsel separate from counsel for Folio and from any other party in such action if counsel for the Issuer Indemnified Party reasonably determines that it would be inappropriate or ill-advised for the same counsel to represent both parties. In such event, the reasonable fees and disbursements of no more than one such separate counsel will be paid by Folio, in addition to local counsel. If the Issuer Indemnified Party elects Folio to assume the defense of such Action, Folio will have the exclusive right to settle the claim or proceeding, provided that Folio will not settle any such claim or Action without the prior written consent of the Issuer Indemnified Party, which consent shall not be unreasonably withheld. If the Issuer Indemnified Party assumes the defense (with payment of any related costs and expenses by Folio), the Issuer Indemnified Party will have the exclusive right to settle the claim or proceeding, provided that the Issuer Indemnified Party will not settle any claim or Action without the prior written consent of Folio, which consent shall not be unreasonably withheld.

Issuer Indemnification. Folio agrees to indemnify, defend and hold Issuer and its Affiliates and their respective officers, directors, agents and employees (each an “Issuer Indemnified Party” and, collectively, “Issuer Indemnified Parties”) harmless against any Action brought by an Investor, Folio Customer, court, or regulator asserting jurisdiction over the Issuer Indemnified Party or by any other party against any Issuer Indemnified Party relating to Folio, any Affiliate of Folio or the Services, insofar as the Action arises out of or is based upon (a) the Folio Site; (b) any misstatement or statement about Folio or its services provided by Folio to the Issuer; (c) any breach or alleged breach of any of Folio’s representations, warranties, covenants or agreements hereunder and including any representations, warranties, covenants or agreements contained in the Schedules to this Agreement; (d) any and all commitments, representations, warranties or statements of any kind by Folio to any third party regarding the use of the Folio Site; and (e) infringement or misappropriation by Folio of any third party’s property and/or intellectual property rights, including, but not limited to, patents, trademarks, copyrights, trade secrets and publicity rights. Further, Folio shall indemnify the Issuer Indemnified Parties against all Losses incurred by or levied or brought against the Issuer Indemnified Parties arising out of, or related to, Actions warranting indemnification pursuant to this Section 7.3 as such Losses arise. Promptly after receipt by an Issuer Indemnified Party of notice of any claim or the commencement of any Action with respect to which an Issuer Indemnified Party is entitled to indemnity hereunder, Issuer will notify Folio in writing of such claim or of the commencement of such Action, and Folio, if requested by the Issuer Indemnified Party, will assume the defense of such Action and will employ counsel reasonably satisfactory to the Issuer Indemnified Party and will pay the fees and expenses of such counsel. Notwithstanding the preceding sentence, the Issuer Indemnified Party will be entitled to employ counsel separate from counsel for Folio and from any other party in such action if counsel for the Issuer Indemnified Party reasonably determines that it would be inappropriate or ill-advised for the same counsel to represent both parties. In such event, the reasonable fees and disbursements of no more than one such separate counsel will be paid by Folio, in addition to local counsel. If the Issuer Indemnified Party elects Folio to assume the defense of such Action, Folio will have the exclusive right to settle the claim or proceeding, provided that Folio will not settle any such claim or Action without the prior written consent of the Issuer Indemnified Party, which consent shall not be unreasonably withheld. If the Issuer Indemnified Party assumes the defense (with payment of any related costs and expenses by Folio), the Issuer Indemnified Party will have the exclusive right to settle the claim or proceeding, provided that the Issuer Indemnified Party will not settle any claim or Action without the prior written consent of Folio, which consent shall not be unreasonably withheld.

Issuer Indemnification. Folio Rxxxxx agrees to indemnify, defend and hold Issuer and its Affiliates and their respective officers, directors, agents and employees (each an “Issuer Indemnified Party” and, collectively, “Issuer Indemnified Parties”) harmless against any Action brought by an Investor, Folio CustomerInvestor, court, or regulator asserting jurisdiction over the Issuer Indemnified Party or by any other party against any Issuer Indemnified Party relating to FolioRialto, any Affiliate of Folio Rialto or the Services, insofar as the Action arises out of or is based upon (a) the Folio Site; (b) any misstatement or statement about Folio provided by Folio to the Issuer; (c) any Material breach or alleged Material breach of any of Folio’s Rialto representations, warranties, covenants or agreements hereunder and including any representations, warranties, covenants or agreements contained in the Schedules to this Agreement; , (d) any and all commitments, representations, warranties or statements of any kind by Folio to any third party regarding the use of the Folio Site; and (eb) infringement or misappropriation by Folio Rialto of any third party’s property and/or intellectual property rights, including, but not limited to, patents, trademarks, copyrights, trade secrets and publicity rights, (c) any misstatement or statement about Rialto provided by Rxxxxx. Further, Folio Rxxxxx shall indemnify the Issuer Indemnified Parties against all Losses incurred by or levied or brought against the Issuer Indemnified Parties arising out of, or related to, Actions warranting indemnification pursuant to this Section 7.3 Schedule A as such Losses arise. Promptly after receipt by an Issuer Indemnified Party of notice of any claim or the commencement of any Action with respect to which an Issuer Indemnified Party is entitled to indemnity hereunder, Issuer will notify Folio Rialto in writing of such claim or of the commencement of such Action, and FolioRxxxxx, if requested by the Issuer Indemnified Party, will assume the defense of such Action and will employ counsel reasonably satisfactory to the Issuer Indemnified Party and will pay the fees and expenses of such counselcounsel provided that any failure to promptly notify Rialto shall not affect the indemnification rights of an Issuer Indemnified Party except to the extent that Rialto is Materially prejudiced by such failure. Notwithstanding the preceding sentence, the Issuer Indemnified Party will be entitled to employ counsel separate from counsel for Folio Rialto and from any other party in such action if counsel for the Issuer Indemnified Party reasonably determines that it would be inappropriate or ill-advised ill­advised for the same counsel to represent both partiesParties. In such event, the reasonable fees and disbursements of no more than one such separate counsel will be paid by FolioRxxxxx, in addition to local counsel. If the Issuer Indemnified Party elects Folio Rialto to assume the defense of such Action, Folio Rialto will have the exclusive right to settle the claim or proceeding, provided that Folio Rialto will not settle any such claim or Action without the prior written consent of the Issuer Indemnified Party, which consent shall not be unreasonably withheld. If the Issuer Indemnified Party assumes the defense (with payment of any related costs and expenses by FolioRxxxxx), the Issuer Indemnified Party will have the exclusive right to settle the claim or proceeding, provided that the Issuer Indemnified Party will not settle any claim or Action without the prior written consent of FolioRialto, which consent shall not be unreasonably withheld, delayed or conditioned.

Issuer Indemnification. Folio ODB agrees to indemnify, defend and hold Issuer and its Affiliates and their respective officers, directors, agents and employees (each an “"Issuer Indemnified Party” " and, collectively, “"Issuer Indemnified Parties”") harmless against any Action brought by an Investor, Folio CustomerInvestor, court, or regulator asserting jurisdiction over the Issuer Indemnified Party or by any other party against any Issuer Indemnified Party relating to FolioODB, any Affiliate of Folio ODB or the Services, insofar as the Action arises out of or is based upon (a) the Folio ODB Site; (b) any misstatement or statement about Folio ODB provided by Folio ODB to the IssuerIssue in connection with this Agreement; (c) any Material breach or alleged Material breach of any of Folio’s ODB's representations, warranties, covenants or agreements hereunder and including any representations, warranties, covenants or agreements contained in the Schedules to this Agreement; (d) any and all commitments, representations, warranties or statements of any kind by Folio ODB to any third party regarding the use of the Folio ODB Site; and (e) infringement or misappropriation by Folio ODB of any third party’s 's property and/or intellectual property rights, including, but not limited to, patents, trademarks, copyrights, trade secrets and publicity rights. Further, Folio ODB shall indemnify the Issuer Indemnified Parties against all Losses incurred by or levied or brought against the Issuer Indemnified Parties arising out of, or related to, Actions warranting indemnification pursuant to this Section 7.3 as such Losses arise. Promptly after receipt by an Issuer Indemnified Party of notice of any claim or the commencement of any Action with respect to which an Issuer Indemnified Party is entitled to indemnity hereunder, Issuer will notify Folio ODB in writing of such claim or of the commencement of such Action, and FolioODB, if requested by the Issuer Indemnified Party, will assume the defense of such Action and will employ counsel reasonably satisfactory to the Issuer Indemnified Party and will pay the fees and expenses of such counselcounsel provided that any failure to promptly notify ODB shall not affect the indemnification rights of an Issuer Indemnified Party except to the extent that ODB is Materially prejudiced by such failure. Notwithstanding the preceding sentence, the Issuer Indemnified Party will be entitled to employ counsel separate from counsel for Folio ODB and from any other party in such action if counsel for the Issuer Indemnified Party reasonably determines that it would be inappropriate or ill-advised for the same counsel to represent both parties. In such event, the reasonable fees and disbursements of no more than one such separate counsel will be paid by FolioODB, in addition to local counsel. If the Issuer Indemnified Party elects Folio ODB to assume the defense of such Action, Folio ODB will have the exclusive right to settle the claim or proceeding, provided that Folio ODB will not settle any such claim or Action without the prior written consent of the Issuer Indemnified Party, which consent shall not be unreasonably withheld. If the Issuer Indemnified Party assumes the defense (with payment of any related costs and expenses by FolioODB), the Issuer Indemnified Party will have the exclusive right to settle the claim or proceeding, provided that the Issuer Indemnified Party will not settle any claim or Action without the prior written consent of FolioODB, which consent shall not be unreasonably withheld, delayed or conditioned.

Issuer Indemnification. Folio ODB agrees to indemnify, defend defend, and hold Issuer and its Affiliates and their respective officers, directors, agents agents, and employees (each an “Issuer Indemnified Party” and, collectively, “Issuer Indemnified Parties”) harmless against any Action brought by an Investor, Folio CustomerInvestor, court, or regulator asserting jurisdiction over the Issuer Indemnified Party or by any other party against any Issuer Indemnified Party relating to FolioODB, any Affiliate of Folio ODB or the Services, insofar as the Action arises out of or is based upon (a) the Folio Site; (b) any misstatement or statement about Folio provided by Folio to the Issuer; (c) any Material breach or alleged Material breach of any of FolioODB’s representations, warranties, covenants covenants, or agreements hereunder and including any representations, warranties, covenants covenants, or agreements contained in the Schedules to this Agreement; (d) any and all commitments, representations, warranties or statements of any kind by Folio to any third party regarding the use of the Folio Site; and (eb) infringement or misappropriation by Folio ODB of any third party’s property and/or intellectual property rights, including, but not limited to, patents, trademarks, copyrights, trade secrets secrets, and publicity rights. Further, Folio ODB shall indemnify the Issuer Indemnified Parties against all Losses incurred by or levied or brought against the Issuer Indemnified Parties arising out of, or related to, Actions warranting indemnification pursuant to this Section 7.3 as such Losses arise. Promptly after receipt by an Issuer Indemnified Party of notice of any claim or the commencement of any Action with respect to which an Issuer Indemnified Party is entitled to indemnity hereunder, Issuer will notify Folio ODB in writing of such claim or of the commencement of such Action, and FolioODB, if requested by the Issuer Indemnified Party, will assume the defense of such Action and will employ counsel reasonably satisfactory to the Issuer Indemnified Party and will pay the fees and expenses of such counsel, provided that any failure to promptly notify ODB shall not affect the indemnification rights of an Issuer Indemnified Party except to the extent that ODB is Materially prejudiced by such failure. Notwithstanding the preceding sentence, the Issuer Indemnified Party will be entitled to employ counsel separate from counsel for Folio ODB and from any other party in such action if counsel for the Issuer Indemnified Party reasonably determines that it would be inappropriate or ill-advised for the same counsel to represent both partiesParties. In such event, the reasonable fees and disbursements of no more than one such separate counsel will be paid by FolioODB, in addition to local counsel. If the Issuer Indemnified Party elects Folio ODB to assume the defense of such Action, Folio ODB will have the exclusive right to settle the claim or proceeding, provided that Folio ODB will not settle any such claim or Action without the prior written consent of the Issuer Indemnified Party, which consent shall not be unreasonably withheld. If the Issuer Indemnified Party assumes the defense (with payment of any related costs and expenses by FolioODB), the Issuer Indemnified Party will have the exclusive right to settle the claim or proceeding, provided that the Issuer Indemnified Party will not settle any claim or Action without the prior written consent of FolioODB, which consent whichconsent shall not be unreasonably withheld, delayed, or conditioned.

Issuer Indemnification. Folio Xxxxx agrees to indemnify, defend and hold Issuer and its Affiliates and their respective officers, directors, agents and employees (each an “Issuer Indemnified Party” and, collectively, “Issuer Indemnified Parties”) harmless against any Action brought by an Investor, Folio Xxxxx Customer, court, or regulator asserting jurisdiction over the Issuer Indemnified Party or by any other party against any Issuer Indemnified Party relating to FolioXxxxx, any Affiliate of Folio Xxxxx or the Services, insofar as the Action arises out of or is based upon (a) the Folio Xxxxx Site; (b) any misstatement or statement about Folio Xxxxx provided by Folio Xxxxx to the IssuerIssuein connection with this Agreement; (c) any c)any material breach or alleged material breach of any of Folio’s Xxxxx’x representations, warranties, covenants or agreements hereunder and including any representations, warranties, covenants or agreements contained in the Schedules to this Agreement; (d) any and all commitments, representations, warranties or statements of any kind by Folio Xxxxx to any third party regarding the use of the Folio Xxxxx Site; and (e) infringement or misappropriation by Folio Xxxxx of any third party’s property and/or intellectual property rights, including, but not limited to, patents, trademarks, copyrights, trade secrets and publicity rights. Further, Folio Xxxxx shall indemnify the Issuer Indemnified Parties against all Losses incurred by or levied or brought against the Issuer Indemnified Parties arising out of, or related to, Actions warranting indemnification pursuant to this Section 7.3 as such Losses arise. Promptly after receipt by an Issuer Indemnified Party of notice of any claim or the commencement of any Action with respect to which an Issuer Indemnified Party is entitled to indemnity hereunder, Issuer will notify Folio Xxxxx in writing of such claim or of the commencement of such Action, and FolioXxxxx, if requested by the Issuer Indemnified Party, will assume the defense of such Action and will employ counsel reasonably satisfactory to the Issuer Indemnified Party and will pay the fees and expenses of such counselcounsel provided that any failure to promptly notify Xxxxx shall not affect the indemnification rights of an Issuer Indemnified Party except to the extent that Xxxxx is materially prejudiced by such failure. Notwithstanding the preceding sentence, the Issuer Indemnified Party will be entitled to employ counsel separate from counsel for Folio Xxxxx and from any other party in such action if counsel for the Issuer Indemnified Party reasonably determines that it would be inappropriate or ill-advised for the same counsel to represent both parties. In such event, the reasonable fees and disbursements of no more than one such separate counsel will be paid by FolioXxxxx, in addition to local counsel. If the Issuer Indemnified Party elects Folio Xxxxx to assume the defense of such Action, Folio Xxxxx will have the exclusive right to settle the claim or proceeding, provided that Folio Xxxxx will not settle any such claim or Action without the prior written consent of the Issuer Indemnified Party, which consent shall not be unreasonably withheld. If the Issuer Indemnified Party assumes the defense (with payment of any related costs and expenses by FolioXxxxx), the Issuer Indemnified Party will have the exclusive right to settle the claim or proceeding, provided that the Issuer Indemnified Party will not settle any claim or Action without the prior written consent of FolioXxxxx, which consent shall not be unreasonably withheld, delayed or conditioned.

Issuer Indemnification. Folio ODB agrees to indemnify, defend defend, and hold Issuer and its Affiliates and their respective officers, directors, agents agents, and employees (each an “Issuer Indemnified Party” and, collectively, “Issuer Indemnified Parties”) harmless against any Action brought by an Investor, Folio CustomerInvestor, court, or regulator asserting jurisdiction over the Issuer Indemnified Party or by any other party against any Issuer Indemnified Party relating to FolioODB, any Affiliate of Folio ODB or the Services, insofar as the Action arises out of or is based upon (a) the Folio ODB Site, excluding misstatements and omissions by the Issuer on the Landing Page; (b) any material misstatement or statement about Folio ODB provided by Folio ODB to the IssuerIssuer in connection with this Agreement; (c) any breach or alleged material breach of any of FolioODB’s representations, warranties, covenants covenants, or agreements hereunder and including any representations, warranties, covenants covenants, or agreements contained in the Schedules to this Agreement; (d) any material breach of confidentiality or privacy relating to ODB’s failure to treat any Investor’s personal or identifying information as confidential pursuant to Section 5; (e) any and all material breaches of commitments, representations, warranties or statements of any kind material misstatements by Folio ODB to any third party regarding the use of the Folio ODB Site; and (ef) infringement or misappropriation by Folio ODB of any third party’s property and/or intellectual property rights, including, but not limited to, patents, trademarks, copyrights, trade secrets secrets, and publicity rights. Further, Folio ODB shall indemnify the Issuer Indemnified Parties against all Losses incurred by or levied or brought against the Issuer Indemnified Parties arising out of, or related to, Actions warranting indemnification pursuant to this Section 7.3 as such Losses arise. Promptly after receipt by an Issuer Indemnified Party of notice of any claim or the commencement of any Action with respect to which an Issuer Indemnified Party is entitled to indemnity hereunder, Issuer will notify Folio ODB in writing of such claim or of the commencement of such Action, and FolioODB, if requested by the Issuer Indemnified Party, will assume the defense of such Action and will employ counsel reasonably satisfactory to the Issuer Indemnified Party and will pay the fees and expenses of such counsel, provided that any failure to promptly notify ODB shall not affect the indemnification rights of an Issuer Indemnified Party except to the extent that ODB is materially prejudiced by such failure. Notwithstanding the preceding sentence, the Issuer Indemnified Party will be entitled to employ counsel separate from counsel for Folio ODB and from any other party in such action if counsel for the Issuer Indemnified Party reasonably determines that it would be inappropriate or ill-advised for the same counsel to represent both partiesParties. In such event, the reasonable fees and disbursements of no more than one such separate counsel will be paid by FolioODB, in addition to local counsel. If the Issuer Indemnified Party elects Folio ODB to assume the defense of such Action, Folio ODB will have the exclusive right to settle the claim or proceeding, provided that Folio ODB will not settle any such claim or Action without the prior written consent of the Issuer Indemnified Party, which consent shall not be unreasonably withheld. If the Issuer Indemnified Party assumes the defense (with payment of any related costs and expenses by FolioODB), the Issuer Indemnified Party will have the exclusive right to settle the claim or proceeding, provided that the Issuer Indemnified Party will not settle any claim or Action without the prior written consent of FolioODB, which consent whichconsent shall not be unreasonably withheld, delayed, or conditioned.

Issuer Indemnification. Folio Issuer agrees to indemnify, defend defend, and hold Issuer LOYAL3 and each of its Affiliates affiliates (including without limitation its parent company), including each director, officer, shareholder, employee, vendor, joint-venturer, and their respective officers, directors, agents and employees agent of each (each an “Issuer Indemnified Party” and, collectively, the “Issuer LOYAL3 Indemnified Parties”) harmless from and against any Action brought by an Investorand all claims, Folio Customerdemands, courtsuits, or regulator asserting jurisdiction over the Issuer Indemnified Party or by any other party against any Issuer Indemnified Party relating to Folioactions, any Affiliate of Folio or the Servicesjudgments, insofar as the Action arises costs and liabilities (including reasonable attorneys’ fees) arising out of or is based upon of: (ai) the Folio Site; (b) any misstatement or statement about Folio provided by Folio to the Issuer; (c) any breach or alleged breach of any representation, warranty or covenant of FolioIssuer under this Agreement, (ii) the Issuer’s representationslack of good faith, warrantiesor its gross negligence or willful misconduct to the extent of its lack of good faith, covenants or agreements hereunder its gross negligence or willful misconduct; and (iii) the reliance or use by any LOYAL3 Indemnified Parties of any data supplied by the Issuer, including without limitation information, records ,and documents that are received by any representationsLOYAL3 Indemnified Party and furnished to it by or on behalf of the Issuer. In addition, warrantiesIssuer agrees to indemnify and hold harmless the LOYAL3 Indemnified Parties from and against any and all losses, covenants claims, damages, and liabilities (including, without limitation, any legal or agreements other expenses reasonably incurred in connection with defending or investigating any such action or claim) caused by any untrue statement or alleged untrue statement of a material fact, or omission of a material fact, contained in the Schedules IPO CSOP Registration Statement, including without limitation a prospectus, relating to this Agreement; the IPO CSOP Shares or any amendment thereof including the information (dif any) any and all commitments, representations, warranties or statements of any kind by Folio deemed to any third party regarding the use be part of the Folio Site; and (e) infringement or misappropriation by Folio registration statement at the time of any third party’s property and/or intellectual property rights, including, but not limited to, patents, trademarks, copyrights, trade secrets and publicity rights. Further, Folio shall indemnify the Issuer Indemnified Parties against all Losses incurred by or levied or brought against the Issuer Indemnified Parties arising out of, or related to, Actions warranting indemnification effectiveness pursuant to this Section 7.3 Rule 430A under the Securities Act of 1933, as such Losses arise. Promptly after receipt by an Issuer Indemnified Party of notice of amended (the “Securities Act”), any claim or preliminary prospectus, the commencement of any Action preliminary prospectus together with respect to which an Issuer Indemnified Party is entitled to indemnity hereunder, Issuer will notify Folio in the free writing of such claim or of the commencement of such Action, and Folioprospectuses, if requested any, provided to LOYAL3 by the Issuer Indemnified Partyfor posting on the IPO CSOP Platform (“Time of Sale Prospectus”), will assume any issuer free writing prospectus as defined in Rule 433(h) under the defense of Securities Act, any Issuer information that the Issuer has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act, or the Prospectus 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 to make the statements therein not misleading, except insofar as such Action and will employ counsel reasonably satisfactory losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information relating to LOYAL3 furnished to the Issuer Indemnified Party and will pay the fees and expenses of such counsel. Notwithstanding the preceding sentence, the Issuer Indemnified Party will be entitled to employ counsel separate from counsel in writing by LOYAL3 expressly for Folio and from any other party in such action if counsel for the Issuer Indemnified Party reasonably determines that it would be inappropriate or ill-advised for the same counsel to represent both parties. In such event, the reasonable fees and disbursements of no more than one such separate counsel will be paid by Folio, in addition to local counsel. If the Issuer Indemnified Party elects Folio to assume the defense of such Action, Folio will have the exclusive right to settle the claim or proceeding, provided that Folio will not settle any such claim or Action without the prior written consent of the Issuer Indemnified Party, which consent shall not be unreasonably withheld. If the Issuer Indemnified Party assumes the defense (with payment of any related costs and expenses by Folio), the Issuer Indemnified Party will have the exclusive right to settle the claim or proceeding, provided that the Issuer Indemnified Party will not settle any claim or Action without the prior written consent of Folio, which consent shall not be unreasonably withhelduse therein.

Issuer Indemnification. Folio agrees to indemnify, defend and hold Issuer and its Affiliates and their respective officers, directors, agents and employees (each an “"Issuer Indemnified Party” " and, collectively, “"Issuer Indemnified Parties”") harmless against any Action brought by an Investor, Folio Customer, court, or regulator asserting jurisdiction over the Issuer Indemnified Party or by any other party against any Issuer Indemnified Party relating to Folio, any Affiliate of Folio or the Services, insofar as the Action arises out of or is based upon (a) the Folio Site; (b) any misstatement or statement about Folio provided by Folio to the Issuer; (c) any breach or alleged breach of any of Folio’s 's representations, warranties, covenants or agreements hereunder and including any representations, warranties, covenants or agreements contained in the Schedules to this Agreement; (d) any and all commitments, representations, warranties or statements of any kind by Folio to any third party regarding the use of the Folio Site; and (e) infringement or misappropriation by Folio of any third party’s 's property and/or intellectual property rights, including, but not limited to, patents, trademarks, copyrights, trade secrets and publicity rights. Further, Folio shall indemnify the Issuer Indemnified Parties against all Losses incurred by or levied or brought against the Issuer Indemnified Parties arising out of, or related to, Actions warranting indemnification pursuant to this Section 7.3 as such Losses arise. Promptly after receipt by an Issuer Indemnified Party of notice of any claim or the commencement of any Action with respect to which an Issuer Indemnified Party is entitled to indemnity hereunder, Issuer will notify Folio in writing of such claim or of the commencement of such Action, and Folio, if requested by the Issuer Indemnified Party, will assume the defense of such Action and will employ counsel reasonably satisfactory to the Issuer Indemnified Party and will pay the fees and expenses of such counsel. Notwithstanding the preceding sentence, the Issuer Indemnified Party will be entitled to employ counsel separate from counsel for Folio and from any other party in such action if counsel for the Issuer Indemnified Party reasonably determines that it would be inappropriate or ill-advised for the same counsel to represent both parties. In such event, the reasonable fees and disbursements of no more than one such separate counsel will be paid by Folio, in addition to local counsel. If the Issuer Indemnified Party elects Folio to assume the defense of such Action, Folio will have the exclusive right to settle the claim or proceeding, provided that Folio will not settle any such claim or Action without the prior written consent of the Issuer Indemnified Party, which consent shall not be unreasonably withheld. If the Issuer Indemnified Party assumes the defense (with payment of any related costs and expenses by Folio), the Issuer Indemnified Party will have the exclusive right to settle the claim or proceeding, provided that the Issuer Indemnified Party will not settle any claim or Action without the prior written consent of Folio, which consent shall not be unreasonably withheld.

Issuer Indemnification. Folio ODB agrees to indemnify, defend and hold Issuer and its Affiliates and their respective officers, directors, agents and employees (each an “Issuer Indemnified Party” and, collectively, “Issuer Indemnified Parties”) harmless against any Action brought by an Investor, Folio CustomerInvestor, court, or regulator asserting jurisdiction over the Issuer Indemnified Party or by any other party against any Issuer Indemnified Party relating to FolioODB, any Affiliate of Folio ODB or the Services, insofar as the Action arises out of or is based upon (a) the Folio ODB Site; (b) any misstatement or statement about Folio ODB provided by Folio ODB to the IssuerIssue in connection with this Agreement; (c) any Material breach or alleged Material breach of any of FolioODB’s representations, warranties, covenants or agreements hereunder and including any representations, warranties, covenants or agreements contained in the Schedules to this Agreement; (d) any and all commitments, representations, warranties or statements of any kind by Folio ODB to any third party regarding the use of the Folio ODB Site; and (e) infringement or misappropriation by Folio ODB of any third party’s property and/or intellectual property rights, including, but not limited to, patents, trademarks, copyrights, trade secrets and publicity rights. Further, Folio ODB shall indemnify the Issuer Indemnified Parties against all Losses incurred by or levied or brought against the Issuer Indemnified Parties arising out of, or related to, Actions warranting indemnification pursuant to this Section 7.3 as such Losses arise. Promptly after receipt by an Issuer Indemnified Party of notice of any claim or the commencement of any Action with respect to which an Issuer Indemnified Party is entitled to indemnity hereunder, Issuer will notify Folio ODB in writing of such claim or of the commencement of such Action, and FolioODB, if requested by the Issuer Indemnified Party, will assume the defense of such Action and will employ counsel reasonably satisfactory to the Issuer Indemnified Party and will pay the fees and expenses of such counselcounsel provided that any failure to promptly notify ODB shall not affect the indemnification rights of an Issuer Indemnified Party except to the extent that ODB is Materially prejudiced by such failure. Notwithstanding the preceding sentence, the Issuer Indemnified Party will be entitled to employ counsel separate from counsel for Folio ODB and from any other party in such action if counsel for the Issuer Indemnified Party reasonably determines that it would be inappropriate or ill-advised for the same counsel to represent both parties. In such event, the reasonable fees and disbursements of no more than one such separate counsel will be paid by FolioODB, in addition to local counsel. If the Issuer Indemnified Party elects Folio ODB to assume the defense of such Action, Folio ODB will have the exclusive right to settle the claim or proceeding, provided that Folio ODB will not settle any such claim or Action without the prior written consent of the Issuer Indemnified Party, which consent shall not be unreasonably withheld. If the Issuer Indemnified Party assumes the defense (with payment of any related costs and expenses by FolioODB), the Issuer Indemnified Party will have the exclusive right to settle the claim or proceeding, provided that the Issuer Indemnified Party will not settle any claim or Action without the prior written consent of FolioODB, which consent shall not be unreasonably withheld, delayed or conditioned.

Issuer Indemnification. Folio ODB agrees to indemnify, defend and hold Issuer and its Affiliates and their respective officers, directors, agents and employees (each an “Issuer Indemnified Party” and, collectively, “Issuer Indemnified Parties”) harmless against any Action brought by an Investor, Folio CustomerInvestor, court, or regulator asserting jurisdiction over the Issuer Indemnified Party or by any other party against any Issuer Indemnified Party relating to FolioODB, any Affiliate of Folio ODB or the Services, insofar as the Action arises out of or is based upon (a) the Folio ODB Site; (b) any misstatement or statement about Folio ODB provided by Folio ODB to the IssuerIssue in connection with this Agreement; (c) any Material breach or alleged Material breach of any of FolioODB’s representations, warranties, covenants or agreements hereunder and including any representations, warranties, covenants or agreements contained in the Schedules to this Agreement; (d) any breach or alleged breach of confidentiality or privacy relating to ODB’s failure or alleged failure to treat any Investor’s personal or identifying information as confidential pursuant to Section 5; (e) any and all commitments, representations, warranties or statements of any kind by Folio ODB to any third party regarding the use of the Folio ODB Site; and (ef) infringement or misappropriation by Folio ODB of any third party’s property and/or intellectual property rights, including, but not limited to, patents, trademarks, copyrights, trade secrets and publicity rights. Further, Folio ODB shall indemnify and defend the Issuer Indemnified Parties against all Losses incurred by or levied or brought against the Issuer Indemnified Parties arising out of, or related to, Actions warranting indemnification pursuant to this Section 7.3 as such Losses arise. Promptly after receipt by an Issuer Indemnified Party of notice of any claim or the commencement of any Action with respect to which an Issuer Indemnified Party is entitled to indemnity hereunder, Issuer will notify Folio ODB in writing of such claim or of the commencement of such Action, and FolioODB, if requested by the Issuer Indemnified Party, will assume the defense of such Action and will employ counsel reasonably satisfactory to the Issuer Indemnified Party and will pay the fees and expenses of such counselcounsel provided that any failure to promptly notify ODB shall not affect the indemnification rights of an Issuer Indemnified Party except to the extent that ODB is Materially prejudiced by such failure. Notwithstanding the preceding sentence, the Issuer Indemnified Party will be entitled to employ counsel separate from counsel for Folio ODB and from any other party in such action if counsel for the Issuer Indemnified Party reasonably determines that it would be inappropriate or ill-advised for the same counsel to represent both parties. In such event, the reasonable fees and disbursements of no more than one such separate counsel will be paid by FolioODB, in addition to local counsel. If the Issuer Indemnified Party elects Folio ODB to assume the defense of such Action, Folio ODB will have the exclusive right to settle the claim or proceeding, provided that Folio ODB will not settle any such claim or Action without the prior written consent of the Issuer Indemnified Party, which consent shall not be unreasonably withheld. If the Issuer Indemnified Party assumes the defense (with payment of any related costs and expenses by FolioODB), the Issuer Indemnified Party will have the exclusive right to settle the claim or proceeding, provided that the Issuer Indemnified Party will not settle any claim or Action without the prior written consent of FolioODB, which consent shall not be unreasonably withheld, delayed or conditioned.