Common use of LIMITATION OF LIABILITY PROVISIONS Clause in Contracts

LIMITATION OF LIABILITY PROVISIONS. The Company agrees to indemnify and hold harmless Xxxxxx Xxxxxxxx and its affiliates and their respective officers, directors, employees and agents, and any persons controlling Xxxxxx Xxxxxxxx or any of its affiliates within the meaning of Section 15 of the Securities Act of 1933 or Section 20 of the Securities Exchange Act of 1934 (Xxxxxx Xxxxxxxx and each such other person or entity being referred to herein as an “Indemnified Person”), from and against all claims, liabilities, losses or damages (or actions in respect thereof) or other expenses which (A) are related to or arise out of (i) actions taken or omitted to be taken (including any untrue statements made or any statements omitted to be made) by the Company or its affiliates; (ii) any transaction contemplated by this Agreement; (iii) any advice or services rendered or to be rendered by any Indemnified Person pursuant to this Agreement; or (iv) actions taken or omitted to be taken by an Indemnified Person with the consent or in conformity with the actions or omissions of the Company or its affiliates or (B) are otherwise related to or arise out of Xxxxxx Xxxxxxxx’ activities on behalf of the Company. The Company will not be responsible, however, for any losses, claims, damages, liabilities or expenses pursuant to clause (B) of the preceding sentence which are finally judicially determined to have resulted solely from such Indemnified Person’s gross negligence or willful misconduct. In addition, the Company agrees to reimburse each Indemnified Person for all out-of-pocket expenses (including fees and expenses of counsel) as they are incurred by such Indemnified Person in connection with investigating, preparing, conducting or defending any such action or claim, whether or not in connection with litigation in which any Indemnified Person is a named party, or in connection with enforcing the rights of such Indemnified Person under this Agreement.

LIMITATION OF LIABILITY PROVISIONS. The Company agrees to indemnify and hold harmless Xxxxxx Xxxxxxxx Stifel and its affiliates and their respective officers, directors, employees and agents, and any persons controlling Xxxxxx Xxxxxxxx Stifel or any of its affiliates within the meaning of Section 15 of the Securities Act of 1933 or Section 20 of the Securities Exchange Act of 1934 (Xxxxxx Xxxxxxxx Stifel and each such other person or entity being referred to herein as an “Indemnified Person”), from and against all claims, liabilities, losses or damages (or actions in respect thereof) or other reasonable expenses which (A) are related to or arise out of (i) actions taken or omitted to be taken (including any untrue statements made or any statements omitted to be made) by the Company or its affiliates; (ii) any transaction contemplated by this Agreement; or (iii) any advice or services rendered or to be rendered by any Indemnified Person pursuant to this Agreement; or (iv) actions taken or omitted to be taken by an Indemnified Person with the consent or in conformity with the actions or omissions of the Company or its affiliates or (B) are otherwise related to or arise out of Xxxxxx Xxxxxxxx’ activities Stifel’s services provided under this Agreement on behalf of the Company. The Company will not be responsible, however, for any losses, claims, damages, liabilities or expenses pursuant to clause (B) of the preceding sentence which to the extent that are finally judicially determined to have resulted solely primarily from such an Indemnified Person’s gross negligence or willful misconduct. In addition, the Company agrees to reimburse each Indemnified Person for all reasonable out-of-pocket expenses (including fees and expenses of counsel) as they are incurred by such Indemnified Person in connection with investigating, preparing, conducting or defending any such action or claim, whether or not in connection with litigation in which any Indemnified Person is a named party, or in connection with enforcing the rights of such Indemnified Person under this Agreement.Attachment A.

LIMITATION OF LIABILITY PROVISIONS. The Company agrees to indemnify and hold harmless Xxxxxx Xxxxxxxx CEI and its affiliates and their respective officers, directors, employees and agents, and any persons controlling Xxxxxx Xxxxxxxx CEI or any of its affiliates within the meaning of Section 15 of the Securities Act of 1933 or Section 20 of the Securities Exchange Act of 1934 (Xxxxxx Xxxxxxxx CEI and each such other person or entity being referred to herein as an “Indemnified Person”), from and against all claims, liabilities, losses or damages (or actions in respect thereof) or other expenses which (A) are related to or arise out of (i) actions taken or omitted to be taken (including any untrue statements made or any statements omitted to be made) by the Company or its affiliates; (ii) any transaction contemplated by this A&R Agreement; (iii) any advice or services rendered or to be rendered by any Indemnified Person pursuant to this A&R Agreement; or (iv) actions taken or omitted to be taken by an Indemnified Person with the consent or in conformity with the actions or omissions of the Company or its affiliates or (B) are otherwise related to or arise out of Xxxxxx Xxxxxxxx’ CEI’s activities on behalf of the CompanyCompany or its affiliates. The Company will not be responsible, however, for any losses, claims, damages, liabilities or expenses pursuant to clause (B) of the preceding sentence which are finally judicially determined to have resulted solely primarily from such Indemnified Person’s bad faith, gross negligence or willful misconduct. In addition, the Company agrees to reimburse each Indemnified Person for all reasonable out-of-pocket expenses (including fees and expenses of counsel) as they are incurred by such Indemnified Person in connection with investigating, preparing, conducting or defending any such action or claim, whether or not in connection with litigation in which any Indemnified Person is a named party, or in connection with enforcing the rights of such Indemnified Person under this A&R Agreement.; provided, however, that CEI shall promptly repay to the Company any such expenses the Company has previously reimbursed to the extent any Indemnified Person is finally judicially determined not to be entitled to indemnification hereunder as a result of the exception in the first sentence of this Attachment A.

LIMITATION OF LIABILITY PROVISIONS. The Company agrees to indemnify and hold harmless Xxxxxx Xxxxxxxx ParaCap and its affiliates and their respective officers, directors, employees and agents, and any persons controlling Xxxxxx Xxxxxxxx ParaCap or any of its affiliates within the meaning of Section 15 of the Securities Act of 1933 or Section 20 of the Securities Exchange Act of 1934 (Xxxxxx Xxxxxxxx ParaCap and each such other person or entity being referred to herein as an “Indemnified Person”), from and against all claims, liabilities, losses or damages (or actions in respect thereof) or other expenses which (A) are related to or arise out of (i) actions taken or omitted to be taken (including any untrue statements made or any statements omitted to be made) by the Company or its affiliates; affiliates or (ii) any transaction contemplated by this Agreement; (iii) any advice or services rendered or to be rendered by any Indemnified Person pursuant to this Agreement; or (iv) actions taken or omitted to be taken by an Indemnified Person with the consent or in conformity with the actions or omissions of the Company or its affiliates or (B) are otherwise related to or arise out of Xxxxxx Xxxxxxxx’ ParaCap’s activities on behalf of the Company. The Company will not be responsible, however, for any losses, claims, damages, liabilities or expenses pursuant to clause (B) of the preceding sentence which are finally judicially determined to have resulted solely from such Indemnified Person’s bad faith, gross negligence or willful misconduct. In addition, the Company agrees to reimburse each Indemnified Person for all out-of-pocket expenses (including reasonable fees and expenses of counsel) as they are incurred by such Indemnified Person in connection with investigating, preparing, conducting or defending any such action or claim, whether or not in connection with litigation in which any Indemnified Person is a named party, or in connection with enforcing the rights of such Indemnified Person under this Agreement.

LIMITATION OF LIABILITY PROVISIONS. The Company agrees to indemnify and hold harmless Xxxxxx Xxxxxxxx and the Placement Agent, its affiliates and their respective officers, directors, employees and agents, and any persons each person controlling Xxxxxx Xxxxxxxx or any of its affiliates the Placement Agent (within the meaning of Section 15 of the Securities Act of 1933 or Section 20 Act), and the directors, officers, agents and employees of the Securities Exchange Act of 1934 (Xxxxxx Xxxxxxxx Placement Agent, its affiliates and each such other controlling person (the Placement Agent, and each such entity or entity being referred to herein as person. an “Indemnified Person”), ) from and against all any losses, claims, liabilitiesdamages, losses judgments, assessments, costs and other liabilities (collectively, the “Liabilities”), and shall reimburse each Indemnified Person for all fees and expenses (including the reasonable fees and expenses of one counsel for all Indemnified Persons, except as otherwise expressly provided herein) (collectively, the “Expenses”) as they are incurred by an Indemnified Person in investigating, preparing, pursuing or damages (defending any Actions, whether or actions in respect thereof) or other expenses which (A) are related to or arise out of not any Indemnified Person is a party thereto, (i) actions taken caused by, or omitted to be taken (including arising out of or in connection with, any untrue statements made statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus, the Prospectus Supplement or any documents incorporated by reference therein (the “Incorporated Documents”), if any, which were or are filed under the Exchange Act, at any given time, as the case may be, or by any omission or alleged omission to state therein a material fact necessary to make the statements omitted therein, in light of the circumstances under which they were made, not misleading (other than untrue statements or alleged untrue statements in, or omissions or alleged omissions from, information relating to be madean Indemnified Person furnished in writing by or on behalf of such Indemnified Person expressly for use in the Incorporated Documents) by the Company or its affiliates; (ii) any transaction contemplated by this Agreement; (iii) any otherwise arising out of or in connection with advice or services rendered or to be rendered by any Indemnified Person pursuant to this Agreement; , the transactions contemplated thereby or (iv) actions taken or omitted to be taken by an any Indemnified Person with the consent or in conformity with the Person’s actions or omissions of the Company inactions in connection with any such advice, services or its affiliates or (B) are otherwise related to or arise out of Xxxxxx Xxxxxxxx’ activities on behalf of the Company. The Company will not be responsibletransactions; provided, however, that, in the case of clause (ii) only, the Company shall not be responsible for any losses, claims, damages, liabilities Liabilities or expenses pursuant to clause (B) Expenses of the preceding sentence which any Indemnified Person that are finally judicially determined to have resulted solely from such Indemnified Person’s (x) gross negligence or willful misconduct in connection with any of the advice, actions, inactions or services referred to above or (y) use of any offering materials or information concerning the Company in connection with the offer or sale of the Securities in the Financing which were not authorized for such use by the Company and which use constitutes gross negligence or willful misconduct. In addition, the The Company also agrees to reimburse each Indemnified Person for all out-of-pocket expenses (including fees and expenses of counsel) Expenses as they are incurred by such Indemnified Person in connection with investigating, preparing, conducting or defending any such action or claim, whether or not in connection with litigation in which any Indemnified Person is a named party, or in connection with enforcing the rights of such Indemnified Person Person’s rights under this Agreement.

LIMITATION OF LIABILITY PROVISIONS. The Company agrees to indemnify and hold harmless Xxxxxx Xxxxxxxx and its affiliates and their respective officers, directors, employees and agents, and any persons controlling Xxxxxx Xxxxxxxx In the event that Canaccord Genuity LLC or any of its affiliates within the meaning of Section 15 of the Securities Act of 1933 or Section 20 of the Securities Exchange Act of 1934 (Xxxxxx Xxxxxxxx and each such other person or entity being referred to herein as an “Indemnified PersonCanaccord Genuity”), from the respective shareholders, directors, officers, agents or employees of Canaccord Genuity, or any other person controlling Canaccord Genuity (collectively, together with Canaccord Genuity, “Indemnified Persons”) becomes involved in any capacity in any action, claim, suit, investigation or proceeding, actual or threatened, brought by or against any person, including stockholders of Bionano Genomics, Inc. (the “Company”), in connection with or as a result of the engagement contemplated by the letter agreement to which this Attachment A is attached (the “engagement”), the Company will reimburse such Indemnified Person for its legal and against all claims, liabilities, losses or damages (or actions in respect thereof) or other expenses which (A) are related to or arise out of (i) actions taken or omitted to be taken (including without limitation the costs and expenses incurred in connection with investigating, preparing for and responding to third party subpoenas or enforcing the engagement) incurred in connection therewith as such expenses are incurred; provided, however, that if it is finally determined by a court or arbitral tribunal in any untrue statements made such action, claim, suit, investigation or proceeding that any loss, claim damage or liability of Canaccord Genuity or any statements omitted to be made) by the Company or its affiliates; (ii) any transaction contemplated by this Agreement; (iii) any advice or services rendered or to be rendered by any other Indemnified Person pursuant has resulted primarily and directly from the gross negligence or willful misconduct of Canaccord Genuity in performing the services that are the subject of the engagement, then Canaccord Genuity will repay such portion of reimbursed amounts that is attributable to this Agreement; expenses incurred in relation to the act or (iv) actions taken omission of Canaccord Genuity or omitted to be taken by an any other Indemnified Person with which is the consent or in conformity with the actions or omissions subject of the Company or its affiliates or (B) are otherwise related to or arise out of Xxxxxx Xxxxxxxx’ activities on behalf of the Companysuch determination. The Company will not be responsible, however, for also indemnify and hold harmless each Indemnified Person from and against any losses, claims, damagesdamages or liabilities (including actions or proceedings in respect thereof) (collectively, liabilities “Losses”) related to or expenses pursuant to clause (B) arising out of the preceding sentence which engagement, except to the extent any such Losses are finally judicially determined by a court or arbitral tribunal to have resulted solely primarily and directly from such Indemnified Person’s the willful misconduct or gross negligence or willful misconduct. In addition, of Canaccord Genuity in performing the Company agrees to reimburse each Indemnified Person for all out-of-pocket expenses (including fees and expenses services that are the subject of counsel) as they are incurred by such Indemnified Person in connection with investigating, preparing, conducting or defending any such action or claim, whether or not in connection with litigation in which any Indemnified Person is a named party, or in connection with enforcing the rights of such Indemnified Person under this Agreementengagement.