Common use of Validity of Representations Clause in Contracts

Validity of Representations. The Company offer and sale of the Shares has been conditioned on exemptions from registration based upon the validity of the representations, warranties and covenants of each Purchaser. Each Purchaser severally but not jointly agrees to indemnify and hold harmless the Company and its directors, officers, affiliates, agents, successors and assigns from and against any and all losses, liabilities, deficiencies, costs, damages and expenses (including, without limitation, reasonable attorneys’ fees, charges and disbursements) incurred by the Company as result of any inaccuracy in or breach of the representations, warranties or covenants made by such Purchaser herein. The agreement hereby with each Purchaser is deemed to be a separate agreement, and the sale of Shares to each such Purchaser is a separate sale.

Validity of Representations. The Company offer and sale of the Shares has been conditioned on exemptions from registration based upon the validity of the representations, warranties and covenants of each Purchaser. Each Purchaser severally but not jointly agrees to indemnify and hold harmless the Company and its directors, officers, affiliates, agents, successors and assigns from and against any and all losses, liabilities, deficiencies, costs, damages and expenses (including, without limitation, reasonable attorneys’ ' fees, charges and disbursements) incurred by the Company as result of any inaccuracy in or breach of the representations, warranties or covenants made by such Purchaser herein. The agreement hereby with each Purchaser is deemed to be a separate agreement, and the sale of Shares to each such Purchaser is a separate sale.