Common use of The Company’s Indemnification Clause in Contracts

The Company’s Indemnification. The Company shall indemnify, defend, save, and hold the Selling Shareholder (and any person who controls the Selling Shareholder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), with respect to which a registration or qualification has been effected pursuant to this Agreement, harmless from and against any and all liabilities, claims, damages, demands, expenses, and losses, including but not limited to interest, penalties, court costs, attorneys' fees, and settlements approved by the Company, which consent shall not be unreasonably withheld, arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement or prospectus, or any amendment or supplement thereto, incident to any such registration or qualification, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, or any violation by the Company of the Securities Act applicable to the Company in connection with any such registration or qualification, and the Company will reimburse each such Holder, each of its officers and directors, and each person controlling such Holder for any legal and any other expenses reasonably incurred in connection with investigating, preparing or defending any such claim, loss, damage, liability or action, provided that the Company will not be liable to any such person in any case to the extent that any such claim, loss, damage, liability or expense arises out of or is based on any untrue statement or omission (or alleged untrue statement or omission), made in reliance upon and in conformity with written information furnished to the Company by such Holder or controlling person and stated to be specifically for use therein or the preparation thereby.

The Company’s Indemnification. The Company shall indemnify, defend, save, agrees to indemnify and hold harmless Aero, the Selling Shareholder (Palmers and any person who controls the Selling Shareholder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), with respect to which a registration or qualification has been effected pursuant to this Agreement, harmless Aztore from and against any and all liabilities, claims, damages, demands, expenses, and losses, including but not limited to interest, penalties, court costs, attorneys' fees, and settlements approved by the Company, which consent shall not be unreasonably withheld, arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement or prospectus, or any amendment or supplement thereto, incident to any such registration or qualification, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, or any violation by the Company of the Securities Act applicable to the Company in connection with any such registration or qualification, and the Company will reimburse each such Holder, each of its officers and directors, and each person controlling such Holder for any legal and any other expenses reasonably incurred in connection with investigating, preparing or defending any such claim, loss, damage, liability cost or actionexpense whatsoever, including attorneys' fees and expenses of litigation, which any may incur or suffer by reason, either directly or indirectly, of any of the following: (i) The inaccuracy of any representation or warranty made by the Company hereunder; (ii) The failure of the Company to assign and transfer to and vest in Aero or its nominee or nominees good and marketable title to all the Acquired Assets free and clear of any and all liabilities, liens, claims, restrictions on transfer or encumbrance; (iii) All litigation, suits, claims, demands, proceedings or matters relating to the ownership of the Acquired Assets or the operation of the Business resulting from actions or inactions occurring on or prior to the Closing Date; provided that Aero, the Palmers or Aztore may contest any claim or liability, which, if established, would be the subject of indemnification hereunder, and in such event all legal fees, disbursements and other costs and expenses of such contest shall also be an item of indemnification by the Company will not be liable to hereunder; (iv) The breach of any such person of the agreements or covenants of the Company contained herein or in any case certificate or other document delivered by the Company to the extent that any such claim, loss, damage, liability or expense arises out of or is based on any untrue statement or omission (or alleged untrue statement deemed to be delivered to) Aero, the Palmers or omission), made Aztore in reliance upon and in conformity accordance with written information furnished to the terms hereof; and (v) The failure of the Company by such Holder or controlling person to satisfy and stated to be specifically for use therein or discharge all of the preparation therebyExcluded Obligations.

The Company’s Indemnification. The In the event of any registration of a Qualified Holder's Underlying Shares under this Agreement, the Company shall indemnify, defend, save, and hold the Selling Shareholder will indemnify such Qualified Holder (and any each person who controls the Selling Shareholder such Qualified Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), with respect to which a registration or qualification has been effected pursuant to this Agreement, ) harmless from and against any and all liabilitieslosses, claims, damages, demandsor liabilities (and actions in respect thereof), expensesjoint or several, and to which such Qualified Holder or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, including but not limited to interestclaims, penaltiesdamages, court costs, attorneys' fees, and settlements approved by the Company, which consent shall not be unreasonably withheld, arising or liabilities (or actions in respect thereof) arise out of or are based on upon any untrue statement (statements or alleged untrue statement) statement of a any material fact contained in any registration statement under which such securities were registered under the Securities Act, any preliminary prospectus or prospectusfinal prospectus contained therein, or any amendment or supplement thereto, incident to any such registration or qualification, arise out of or are based on any upon the omission (or alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, therein not misleading, or any violation by the Company of the Securities Act applicable to the Company in connection with any such registration or qualification, ; and the Company will reimburse each such Holder, each of its officers and directors, and each Qualified Holder or controlling person controlling such Holder for any legal and any other expenses reasonably incurred by such Qualified Holder or controlling person in connection with investigating, preparing investigating or defending any such loss, claim, loss, damage, liability liability, or action; PROVIDED, provided HOWEVER, that the Company will not be liable to in any such person in any case to the extent that any such loss, claim, loss, damage, or liability or expense arises out of or is based on any upon an untrue 20 WARRANT statement or omission (or alleged untrue statement statement, or omission or alleged omission), made in said registration statement, said preliminary prospectus, said prospectus, or said amendment or supplement in reliance upon and in conformity with written information furnished to the Company through an instrument duly executed by such Qualified Holder or controlling person and stated to be specifically for use therein or in the preparation therebythereof.

The Company’s Indemnification. The To the extent permitted by law, the Company shall will indemnify, defenddefend and hold each Holder of Registrable Securities, saveeach of its officers and directors, and hold the Selling Shareholder (and any each person who controls the Selling Shareholder such Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), with respect to which a such registration or qualification as has been effected pursuant to this Agreement, and each underwriter, if any, and each person who controls any underwriter of the Registrable Securities held by such Holder harmless from from, against and against any and in respect of all liabilities, claims, damages, demandslosses, expenses, damages and losses, including but not limited to interest, penalties, court costs, attorneys' fees, and settlements approved by the Company, which consent shall not be unreasonably withheld, liabilities (or actions in respect thereto) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement or prospectus, offering circular or any amendment or supplement thereto, other document incident to any such registration or qualification, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, therein not misleading, or any violation by the Company of any rule or regulation promulgated under the Securities Act or any state securities law applicable to the Company and relating to action or inaction required of the Company in connection with any such registration or qualificationregistration. Furthermore, and the Company will reimburse each such Holder, each of its officers and directors, and each person controlling such Holder Holder, each such underwriter and each person who controls any such underwriter, for any reasonable legal and any other expenses reasonably incurred in connection with investigating, preparing defending or defending settling any such claim, loss, damage, liability or action; provided, however, that the indemnity agreement contained in this Section 1.7 does not apply to amounts paid in settlement of any such claim, loss, damage, liability, or action if such settlement is effected without the consent of the Company (which consent will not be unreasonably withheld); and provided further, that the Company will not be liable to in any such person in any case to the extent that any such claim, loss, damage, damage or liability or expense arises out of or is based on any untrue statement or omission (or alleged untrue statement or omission), made in reliance based upon and in conformity with written information furnished to the Company by such Holder or controlling person and stated to be underwriter specifically for use therein or the preparation therebytherein.

The Company’s Indemnification. The In the event of any registration under the Securities Act of any Conversion Shares pursuant to this Article II, the Company shall indemnify, defend, save, agrees to execute an agreement with any underwriter participating in the offering thereof containing such underwriter's standard form representations and indemnification provisions and to indemnify and hold the Selling Shareholder (and any person harmless each holder disposing of Conversion Shares, each Person, if any, who controls the Selling Shareholder such holder within the meaning of Section 15 the Securities Act and each other Person (including each underwriter) who participates in the offering of Conversion Shares, against any losses, claims, damages or liabilities, joint or several, to which such holder, controlling Person or participating Person may become subject under the Securities Act or Section 20 of the Exchange Act)otherwise, with respect to which a registration or qualification has been effected pursuant to this Agreement, harmless from and against any and all liabilitiesinsofar as such losses, claims, damages, demands, expenses, and losses, including but not limited to interest, penalties, court costs, attorneys' fees, and settlements approved by the Company, which consent shall not be unreasonably withheld, arising damages or liabilities (or proceedings in respect thereof) arise out of or are based on upon any untrue statement (or alleged untrue statement) statement of a any material fact contained in any registration statement under which the Conversion Shares are registered under the Securities Act, in any preliminary prospectus or prospectus, final prospectus contained therein or in any amendment or supplement thereto, incident to any such registration or qualification, arise out of or are based on any upon the omission (or alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, or any violation by the Company of the Securities Act applicable to the Company in connection with any such registration or qualification, and the Company will reimburse each such Holderholder, each of its officers controlling Person and directors, and each person controlling such Holder participating Person for any legal and any or other expenses reasonably incurred in connection with investigating, preparing investigating or defending any such loss, claim, loss, damage, liability or actionproceeding; provided, provided however, that the Company will not be liable (i) in any case to any such person in any case holder, controlling Person or participating Person to the extent that any such loss, claim, loss, damage, damage or liability or expense arises out of or is based on upon any untrue statement or omission (or alleged untrue statement or omission)omission or alleged omission made in a registration statement, made preliminary or final prospectus or amendment or supplement in reliance upon and in conformity with written information furnished to the Company by an instrument duly executed by such Holder holder or controlling person and stated to be or participating Person, as the case may be, specifically for use therein in the preparation thereof and (ii) if the Company has complied with the requirements of Section 2.3(c), to any holder, controlling Person or participating Person, or any other Person, if any, who controls such participating Person with respect to any preliminary prospectus or the preparation therebyfinal prospectus or the final prospectus as amended or supplemented to the extent that such loss results from the fact that the participating Person sold Conversion Shares to a Person to whom there was not sent or given a copy of the final prospectus.

The Company’s Indemnification. The Company shall indemnifywill indemnify each Holder, defendeach of its officers, savedirectors and constituent partners, and hold the Selling Shareholder (and any each person who controls the Selling Shareholder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act)controlling such Holder, with respect to which a registration Registration, qualification or qualification compliance has been effected pursuant to this Agreementhereto, harmless from and against any and all liabilities, claims, damages, demands, expenses, and losses, including but not limited damages or liabilities (or actions in respect thereof) to interestthe extent such claims, penaltieslosses, court costs, attorneys' fees, and settlements approved by the Company, which consent shall not be unreasonably withheld, arising damages or liabilities arise out of or are based on upon any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement or prospectus, prospectus or any amendment or supplement thereto, related Registration Statement incident to any such registration Registration, qualification or qualificationcompliance, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, therein not misleading, or any violation by the Company of any rule or regulation promulgated under the Securities 1933 Act applicable to the Company and relating to action or inaction required of the Company in connection with any such registration or qualification, Registration; and the Company will reimburse each such Holder, each of its officers and directors, and each person controlling who controls any such Holder Holder, for any legal and any other expenses reasonably incurred in connection with investigating, preparing investigating or defending any such claim, loss, damage, liability or action; provided, provided however, that the indemnity contained in this Section 7(a) shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or action if settlement is effected without the consent of the Company (which consent shall not unreasonably be withheld and may not be withheld unless the Company has acknowledged in writing the Holder's right to indemnity under such claim); and provided, further, that the Company will not be liable to in any such person in any case to the extent that any such claim, loss, damage, liability or expense arises out of or is based on upon any untrue statement or omission (or alleged untrue statement or omission), made in reliance based upon and in conformity with written information furnished to the Company by such Holder Holder, or controlling person and stated in writing to be specifically for use therein in connection with the offering of securities of the Company. Notwithstanding the above, the foregoing indemnity is subject to the condition that, insofar as it relates to any such untrue statement, alleged untrue statement, omission or alleged omission made in a preliminary prospectus on file with the preparation therebySEC at the time the Registration Statement becomes effective or a prospectus filed with the SEC pursuant to Rule 424(b) (the "Final Prospectus"), such indemnity agreement shall not inure to the benefit of any Holder, if a copy of the Final Prospectus was not furnished to the person asserting the loss, liability, claim or damage at or prior to the time such action is required by the 1933 Act and if the Final Prospectus corrected the untrue statement or omission or alleged untrue statement or omission.