Common use of By the Issuer Clause in Contracts

By the Issuer. The Issuer agrees to indemnify, to the extent permitted by law, the Holders and each Person who participates as an underwriter in the offering or sale of the Designated Registrable Securities, their respective directors, officers, employees and agents and each Person who controls any Holder or any such underwriter against all losses, claims, damages, liabilities and expenses arising out of or based upon: (i) any information or statement contained in the Prospectus, any filing made in connection with the registration under the securities or other “blue sky” laws of a jurisdiction of the United States or any amendment thereto which at the time and in light of the circumstances under which it was made contains or is alleged to contain a misrepresentation; (ii) any order made or inquiry, investigation or proceeding commenced or threatened by any applicable Canadian Securities Commission, court or other competent authority based upon any misrepresentation or alleged misrepresentation in the Prospectus or any amendment thereto or based upon any failure or alleged failure to comply with applicable Securities Laws (other than any failure to comply with applicable Securities Laws by the Holder or the underwriter or underwriters which is not as a result of a failure or alleged failure of the Issuer to comply with applicable Securities Laws); and (iii) non-compliance by the Issuer with any of the Securities Laws in connection with a Secondary Registration and the distribution effected thereunder, except in the case of any of the foregoing insofar as (A) any information or statement referred to in clause (i) or (ii) of this subsection 4.2(a) has been furnished in writing to the Issuer by the Holders or the underwriter or underwriters expressly for use therein pursuant to subsection 3.2(a) or Section 4.1; or (B) any amounts paid in settlement of any claim have been paid if such settlement is effected without the prior written consent of the Issuer, which consent shall not be unreasonably withheld, conditioned or delayed.

By the Issuer. The Issuer agrees to indemnifyindemnify and hold harmless, to the maximum extent permitted by law, the Holders each holder of Registrable Shares, such holder’s officers and each Person who participates as an underwriter in the offering or sale of the Designated Registrable Securities, their respective directors, officersemployees, employees agents and agents representatives, and each Person who controls any Holder or any such underwriter holder (within the meaning of the Act) (collectively, the “Investor Indemnified Parties”) against all losseslosses (other than loss of profit in connection with the distribution of the Registrable Shares), claims, actions, damages, liabilities and expenses (including with respect to actions or proceedings, whether commenced or threatened, and including reasonable attorney fees and expenses) caused by, resulting from, arising out of, based upon or related to any of the following statements, omissions or based uponviolations by the Issuer: (i) any information untrue or alleged untrue statement of material fact contained in the Prospectusany prospectus, any filing made in connection with the preliminary prospectus, registration under the securities or other “blue sky” laws of a jurisdiction of the United States statement or any amendment thereto which at thereof or supplement thereto, in respect of a Demand Registration or Piggyback Registration, or any omission or alleged omission of a material fact required to be stated therein or necessary to make the time and in light of the circumstances under which it was made contains statements therein not misleading; or is alleged to contain a misrepresentation; (ii) any order made or inquiry, investigation or proceeding commenced or threatened by any applicable Canadian Securities Commission, court or other competent authority based upon any misrepresentation violation or alleged misrepresentation in the Prospectus or any amendment thereto or based upon any failure or alleged failure to comply with applicable Securities Laws (other than any failure to comply with applicable Securities Laws by the Holder or the underwriter or underwriters which is not as a result of a failure or alleged failure of the Issuer to comply with applicable Securities Laws); and (iii) non-compliance violation by the Issuer with any of the Securities Laws or any rule or regulation promulgated thereunder applicable to the Issuer and relating to action or inaction required of the Issuer in connection with a Secondary Registration any such qualification, registration or compliance. In addition, the Issuer will reimburse such Investor Indemnified Party for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such losses. Notwithstanding the foregoing, the Issuer shall not be liable in any such case to the extent that any such losses result from, arise out of, are based upon, or relate to an untrue statement or alleged untrue statement, or omission or alleged omission, made in such prospectus, preliminary prospectus, registration statement or any amendment or supplement thereto, or in any application, in reliance upon, and the distribution effected thereunderin conformity with, except in the case of any of the foregoing insofar as (A) any written information or statement referred to in clause (i) or (ii) of this subsection 4.2(a) has been prepared and furnished in writing to the Issuer by the Holders or the underwriter or underwriters such Investor Indemnified Party expressly for use therein pursuant or by such Investor Indemnified Party’s failure to subsection 3.2(a) or Section 4.1; or (B) any amounts paid in settlement of any claim have been paid if such settlement is effected without the prior written consent deliver a copy of the Issuer, which consent shall not be unreasonably withheld, conditioned prospectus or delayedregistration statement or any amendments or supplements thereto after the Issuer has furnished such Investor Indemnified Party with a sufficient number of copies of the same.

By the Issuer. The Note Guarantee extends to the Issuer’s repurchase obligations arising from a Change of Control pursuant to Section 4.11. Each Guarantor hereby jointly and severally agrees that its obligations hereunder shall be irrevocable and unconditional, irrespective of the validity, regularity or enforceability of such Note or this Indenture, the absence of any action to enforce the same, any exchange, release or non-perfection of any Lien on any collateral for, or any release or amendment or waiver of any term of any other Guarantee of, or any consent to departure from any requirement of any other Guarantee of all or any of the Notes, the effects of Bankruptcy Law applicable in the event of bankruptcy proceedings being opened with respect to the Issuer, of all or any portion of the claims of the Trustee or any of the Holders for payment of any of the Notes, any waiver or consent by the Holder of such Note or by the Trustee with respect to any provisions thereof or of this Indenture, the obtaining of any judgment against the Issuer or any action to enforce the same or any other circumstances which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Guarantor hereby waives the benefits of diligence, presentment, demand for payment, any requirement that the Trustee or any of the Holders protect, secure, perfect or insure any security interest in or other Lien on any property subject thereto or exhaust any right or take any action against the Issuer or any other Person or any collateral, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest or notice with respect to such Note or the Indebtedness evidenced thereby and all demands whatsoever, and covenants that this Note Guarantee will not be discharged in respect of such Note except by complete performance of the obligations contained in such Note and in this Note Guarantee. Each Guarantor hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest (including Additional Amounts, if any) on such Note, whether at its Stated Maturity, by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Note, subject to indemnifythe terms and conditions set forth in this Indenture, directly against each Guarantor to enforce the Note Guarantee without first proceeding against the Issuer. Each Guarantor agrees that, to the extent permitted by applicable law, if, after the Holders occurrence and each Person who participates as during the continuance of an underwriter in Event of Default, the offering Trustee or sale of the Designated Registrable Securities, their respective directors, officers, employees and agents and each Person who controls any Holder or any such underwriter against all losses, claims, damages, liabilities and expenses arising out of or based upon: (i) any information or statement contained in the Prospectus, any filing made in connection with the registration under the securities or other “blue sky” laws of a jurisdiction of the United States or any amendment thereto which at the time and in light of the circumstances under which it was made contains or is alleged to contain a misrepresentation; (ii) any order made or inquiry, investigation or proceeding commenced or threatened by any applicable Canadian Securities Commission, court or other competent authority based upon any misrepresentation or alleged misrepresentation in the Prospectus or any amendment thereto or based upon any failure or alleged failure to comply with applicable Securities Laws (other than any failure to comply with applicable Securities Laws by the Holder or the underwriter or underwriters which is not as a result of a failure or alleged failure of the Issuer to comply with applicable Securities Laws); and (iii) non-compliance by the Issuer with any of the Securities Laws Holders is prevented by applicable law from exercising its respective rights to accelerate the maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, or the Trustee or the Holders are prevented from taking any action to realize on any collateral, such Guarantor agrees to pay to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. No provision of the Note Guarantee or of this Indenture shall alter or impair the Note Guarantee of any Guarantor, which is absolute and unconditional, of the due and punctual payment of the principal of (and premium, if any) and interest (including Additional Amounts, if any) on the Note upon which such Note Guarantee is endorsed. Each Note Guarantee shall remain in connection with full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation or reorganization or equivalent proceeding under applicable law, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a Secondary Registration and receiver or trustee be appointed for all or any significant part of the distribution effected thereunderIssuer’s assets, except in or the case equivalent of any of the foregoing insofar as (A) any information or statement referred to in clause (i) or (ii) of this subsection 4.2(a) has been furnished in writing under applicable law, and shall, to the Issuer fullest extent permitted by applicable law, continue to be effective or be reinstated, as the Holders or case may be, if at any time payment and performance of the underwriter or underwriters expressly for use therein Notes, is, pursuant to subsection 3.2(a) applicable law, rescinded or Section 4.1; reduced in amount, or (B) must otherwise be restored or returned by any amounts paid in settlement obligee on the Notes, whether as a voidable preference, fraudulent transfer, or as otherwise provided under similar laws affecting the rights of any claim have been paid if such settlement is effected without creditors generally or under applicable laws of the prior written consent jurisdiction of formation of the Issuer, which consent all as though such payment or performance had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not be unreasonably withheld, conditioned or delayedimpair the rights of the Holders under the Note Guarantee.