Common use of Xxxxx Indemnification Clause in Contracts

Xxxxx Indemnification. Xxxxx agrees to indemnify and hold harmless the Company and its directors and each officer of the Company that signed the Registration Statement, and each person, if any, who (i) controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act or (ii) is controlled by or is under common control with the Company (a “Company Affiliate”) from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, any and all reasonable investigative, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c)) of, any action, suit or proceeding between any indemnified party and any third party, or any claim asserted), promptly upon demand for any legal fees or other expenses reasonably incurred by that indemnified party in connection therewith, to which the Company, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus or any amendment or supplement to the Registration Statement or the Prospectus or any document incorporated by reference therein or in any free writing prospectus or (y) the omission or alleged omission to state in any such document a material fact required to be stated in it or necessary to make the statements therein in light of (other than in the case of any Registration Statement) the circumstances under which they were made not misleading, but in each case only to the extent that the untrue statement or omission, or alleged untrue statement or alleged omission, was made in reliance upon and in conformity with written information furnished to the Company by Xxxxx expressly for inclusion in any document as described in clause (x) of Section 9(a). This indemnity agreement will be in addition to any liability that Xxxxx might otherwise have.

Xxxxx Indemnification. Xxxxx agrees to indemnify and hold harmless the Company and its directors and each officer of the Company that signed the Registration Statement, and each person, if any, who (i) controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act or (ii) is controlled by or is under common control with the Company (a “Company Affiliate”) from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, any and all reasonable investigative, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c)) of, any action, suit or proceeding between any indemnified party and any third party, or any claim asserted), promptly upon demand for any legal fees or other expenses reasonably incurred by that indemnified party in connection therewith, to which the Company, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus or any amendment or supplement to the Registration Statement or the Prospectus or any document incorporated by reference therein or in any free writing prospectus or (y) the omission or alleged omission to state in any such document a material fact required to be stated in it or necessary to make the statements therein in light of (other than in the case of any Registration Statement) the circumstances under which they were made not misleading, but in each case only to the extent that the untrue statement or omission, or alleged untrue statement or alleged omission, was made in reliance upon and in conformity with written information furnished to the Company by Xxxxx expressly for inclusion in any document as described in clause (x) of Section 9(a)Agent’s Information. This indemnity agreement will be in addition to any liability that Xxxxx might otherwise have.

Xxxxx Indemnification. Xxxxx agrees to indemnify and hold harmless the Company and its directors and each officer of the Company that signed the Registration Statement, and each person, if any, who (i) controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act or (ii) is controlled by or is under common control with the Company (a “Company Affiliate”) from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, any and all reasonable investigative, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c)) of, any action, suit or proceeding between any indemnified party and any third party, or any claim asserted), promptly upon demand for any legal fees or other expenses reasonably incurred by that indemnified party in connection therewith, to which the Company, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus or any amendment or supplement to the Registration Statement or the Prospectus or any document incorporated by reference therein or in any free writing prospectus or (y) the omission or alleged omission to state in any such document a material fact required to be stated in it or necessary to make the statements therein in light of (other than in the case of any Registration Statement) the circumstances under which they were made not misleading, but in each case only to the extent that the untrue statement or omission, or alleged untrue statement or alleged omission, was made in reliance upon and in conformity with written information relating to Xxxxx furnished to the Company by Xxxxx expressly for inclusion in any document as described in clause (x) of Section 9(a). This indemnity agreement will be in addition to any liability that Xxxxx might otherwise have.

Xxxxx Indemnification. Xxxxx Issuer agrees to indemnify indemnify, defend and hold harmless the Company Xxxxx and its directors Affiliates and their respective officers, directors, agents and employees (each officer of the Company that signed the Registration Statement, and each person, if any, who (i) controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act or (ii) is controlled by or is under common control with the Company (a “Company AffiliateXxxxx Indemnified Party” or, collectively, “Xxxxx Indemnified Parties”) from and harmless against any investigation, claim, action, or proceeding (including a regulatory inquiry, whether formal or informal or any arbitration or court action) (“Action”) brought by a Xxxxx Customer, court, regulator or self-regulatory organization asserting jurisdiction over the Xxxxx Indemnified Party or by any other party against any Xxxxx Indemnified Party if such Action relates to the Issuer, any Affiliate of Issuer, the Securities, the Offering, the marketing and all lossesadvertising thereof, claimsor that results from any action, liabilitiesinaction, expenses omission, misstatement or statement of Issuer or any person acting in connection with Issuer or on Issuer’s behalf (other than any misstatement or statement about Xxxxx provided by Xxxxx) arising out of or based upon (a) the Issuer Site or the offering circular, including any amended versions thereof; (b) any material breach or alleged material breach of any of Issuer’s representations, warranties, covenants or agreements hereunder and damages including any representations, warranties, covenants or agreements contained in the Schedules to this Agreement; (c) any breach or alleged breach of confidentiality or privacy relating to Issuer’s failure or alleged failure to treat any Xxxxx Customer’s personal or identifying information as confidential pursuant to Section 5; and (d) infringement or misappropriation by Issuer of any third party’s property and/or intellectual property rights, including, but not limited to, any patents, trademarks, copyrights, trade secrets and publicity rights. Further, Issuer shall indemnify and defend the Xxxxx Indemnified Parties against all expenses, fees (including reasonable investigative, legal attorney’s fees and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c)) of, any action, suit or proceeding between any indemnified party and any third party, or any claim assertedlegal expenses), promptly upon demand for any legal fees or other expenses reasonably incurred by that indemnified party in connection therewith, to which the Company, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages, demands, liabilities, judgments (including fines and settlements), costs of investigation or responding to inquiries or otherwise (“Losses”) incurred by or levied or brought against the Xxxxx Indemnified Parties arising out of, or related to, Actions warranting indemnification pursuant to this Section 7.2 as such Losses arise. Promptly after receipt by a Xxxxx Indemnified Party of notice of any claim or the commencement of any Action with respect to which a Xxxxx Indemnified Party is entitled to indemnity hereunder, Xxxxx will notify Issuer in writing of such claim or of the commencement of such Action, and the Issuer, if requested by the Xxxxx Indemnified Party, will assume the defense of such Action and will employ counsel reasonably satisfactory to the Xxxxx Indemnified Party and will pay the fees and expenses or damages arise out of or are basedsuch counsel, directly or indirectly, on (x) provided that any untrue statement or alleged untrue statement failure to promptly notify Issuer shall not affect the indemnification right of a material fact contained in the Registration Statement or the Prospectus or any amendment or supplement to the Registration Statement or the Prospectus or any document incorporated by reference therein or in any free writing prospectus or (y) the omission or alleged omission to state in any such document a material fact required to be stated in it or necessary to make the statements therein in light of (other than in the case of any Registration Statement) the circumstances under which they were made not misleading, but in each case only Xxxxx Indemnified Party except to the extent that the untrue statement or omissionIssuer is materially prejudiced by such failure. Notwithstanding the preceding sentence, or alleged untrue statement or alleged omission, was made in reliance upon and in conformity with written information furnished to the Company by Xxxxx expressly for inclusion in any document as described in clause (x) of Section 9(a). This indemnity agreement Indemnified Party will be entitled to employ counsel separate from counsel for the Issuer and from any other party in such action if counsel for the Xxxxx 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 the Issuer, in addition to local counsel. If the Xxxxx Indemnified Party elects the Issuer to assume the defense of such Action, Issuer will have the exclusive right to settle the claim or proceeding, provided that Issuer will not settle any liability such claim or Action without the prior written consent of the Xxxxx Indemnified Party, which consent shall not be unreasonably withheld. If the Xxxxx Indemnified Party assumes the defense (with payment of any related costs and expenses by Issuer), the Xxxxx Indemnified Party will have the exclusive right to settle the claim or proceeding, provided that the Xxxxx might otherwise have.Indemnified Party will not settle any claim or Action without the prior written consent of the Issuer, which consent shall not be unreasonably withheld. Issuer Custody of Private Securities Only Agreement

Xxxxx Indemnification. Xxxxx agrees to indemnify and hold harmless the Company and its directors and each officer of the Company that signed the Registration Statement, and each person, if any, who (i) controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Company Indemnified Parties” and each a “Company Indemnified Party”) or (ii) is controlled by or is under common control with the Company (a “Company Affiliate”) from and against any and all lossesloss, claimsliability, liabilitiesclaim, expenses and damages damage or expense whatsoever (including, but not limited to, any and all reasonable investigative, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c)) of, or any action, suit investigation or proceeding between any indemnified party and any third party, or any claim assertedin respect thereof), promptly upon demand for any legal fees joint or other expenses reasonably incurred by that indemnified party in connection therewithseveral, to which the Company, or any such person, Company Indemnified Party may become subject subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such lossesloss, claimsclaim, liabilitiesdamage, expenses expense, liability, action, investigation or damages arise proceeding arises out of or are based, directly or indirectly, on is based upon (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus or in any amendment or supplement to the Registration Statement or the Prospectus or any document incorporated by reference therein or in any free writing prospectus therein, or (y) the omission or alleged omission to state in any such document a material fact required to be stated in it therein or necessary to make the statements therein in light of (other than in the case of any Registration Statement) the circumstances under which they were are made not misleading, but in each case only to the extent that the untrue statement or omission, or alleged untrue statement or omission or alleged omission, omission was made in reliance upon and in conformity with written information furnished to the Company by Xxxxx expressly specifically for inclusion use therein, and shall reimburse the Company Indemnified Parties promptly on demand for any legal or other expenses reasonably incurred by such party in connection with investigating or preparing to defend or defending against or appearing as third party witness in connection with any document such loss, claim, damage, liability, action, investigation or proceeding, as described in clause (x) of Section 9(a)such fees and expenses are incurred. This indemnity agreement is not exclusive and will be in addition to any liability that which Xxxxx might otherwise havehave and shall not limit any rights or remedies which may otherwise be available under this Agreement, at law or in equity to the Company Indemnified Parties.