Common use of By the Purchaser Clause in Contracts

By the Purchaser. To the extent permitted by law, the Purchaser will indemnify and hold harmless the Company, each of its directors, each of its officers who have signed the Registration Statement, each person, if any, who controls or is deemed to control the Company within the meaning of the Securities Act or the Exchange Act and the underwriter, against any losses, claims, damages or liabilities (joint or several) to which the Company or any such director, officer or controlling person of the Company or the underwriter may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages or liabilities (or actions in respect thereto) arise out of or are based upon any Violation in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by the Purchaser expressly for use in connection with such registration; and the Purchaser will reimburse any legal or other expenses reasonably incurred by the Company or any such director, officer or controlling person of the Company or the underwriter, in connection with investigating or defending any such loss, claim, damage, liability or action; PROVIDED, HOWEVER, that the indemnity agreement contained in this section 4.2 shall not apply to amounts paid in settlement of any such loss, claim, damage liability or action if such settlement is effected without the consent of the Purchaser, which consent shall not be unreasonably withheld; and PROVIDED FURTHER that the total amounts payable in indemnity by the Purchaser under this section 4.2 in respect of any Violation shall not exceed the net proceeds received by the Purchaser in the registered offering out of which such Violation arises.

By the Purchaser. To the extent permitted by applicable law, the Purchaser will indemnify and hold harmless the Company, each of its directors, each of its directors and officers who have signed the Registration Statementregistration statement, each and any person, if any, who controls or is deemed to control the Company within the meaning of the Securities Act or the Exchange Act and (collectively, the underwriter"Company Indemnitees"), against any losses, claims, damages damages, expenses or liabilities (joint or several) to which the Company or any such director, officer or controlling person of the Company or the underwriter may they become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages or liabilities (or actions in respect thereto) arise out of or are based upon any Violation Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by the Purchaser expressly for use in connection with such registration; and the Purchaser will reimburse any legal or other expenses reasonably incurred by the Company or any such director, officer or controlling person of the Company or the underwriter, Indemnitees in connection with investigating or defending any such loss, claim, damage, liability or action; PROVIDEDprovided, HOWEVERhowever, that the indemnity agreement contained in this section 4.2 Section 6.6.2 shall not apply to amounts paid in settlement of any such loss, claim, damage damage, liability or action if such settlement is effected without the consent of the Purchaser, which consent shall not be unreasonably withheld; and PROVIDED FURTHER provided further, that the total amounts payable in indemnity by the Purchaser under this section 4.2 Section 6.6.2 in respect of any Violation shall not exceed the net proceeds received Purchase Price paid on the Initial Closing Date or any Subsequent Closing Date by the Purchaser in the registered offering out of which such Violation arises.

By the Purchaser. To the extent permitted by applicable law, the Purchaser will indemnify and hold harmless the Company, each of its directors, each of its directors and officers who have signed the Registration Statementregistration statement, each and any person, if any, who controls or is deemed to control the Company within the meaning of the Securities Act or the Exchange Act and (collectively, the underwriter“Company Indemnitees”), against any losses, claims, damages damages, expenses or liabilities (joint or several) to which the Company or any such director, officer or controlling person of the Company or the underwriter may they become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages or liabilities (or actions in respect thereto) arise out of or are based upon any Violation Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by the Purchaser expressly for use in connection with such registration; and the Purchaser will reimburse any legal or other expenses reasonably incurred by the Company or any such director, officer or controlling person of the Company or the underwriter, Indemnitees in connection with investigating or defending any such loss, claim, damage, liability or action; PROVIDEDprovided, HOWEVERhowever, that the indemnity agreement contained in this section 4.2 Section 6.6.2 shall not apply to amounts paid in settlement of any such loss, claim, damage damage, liability or action if such settlement is effected without the consent of the Purchaser, which consent shall not be unreasonably withheld; and PROVIDED FURTHER provided further, that the total amounts payable in indemnity by the Purchaser under this section 4.2 Section 6.6.2 in respect of any Violation shall not exceed the net proceeds received Purchase Price paid on the Initial Closing Date or any Subsequent Closing Date by the Purchaser in the registered offering out of which such Violation arises.

By the Purchaser. To Subject to the extent permitted by lawlimitations set forth in this Article 8, the Purchaser will indemnify agrees to indemnify, defend and hold harmless the CompanySeller and its respective shareholders, each of its members, managers, officers, directors, each of its officers who have signed the Registration Statementrepresentatives, each personagents, if anyemployees, who controls or is deemed to control the Company within the meaning of the Securities Act or the Exchange Act successors and the underwriter, assigns from and against any lossesand all Losses of every kind and nature, claimswhether or not such Losses are known or asserted on, damages before or liabilities (joint or several) to which after the Company or any such directorClosing Date, officer or controlling person of the Company or the underwriter may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages or liabilities (or actions in respect thereto) arise out of or are based upon any Violation in each case to the extent (and only to the extent) that such Violation occurs Losses arise from or relate to: 8.2.1. any inaccuracy in reliance upon and in conformity with written information furnished any representation or the breach of any representation or warranty made by the Purchaser expressly for use herein or in connection with such registration; and the Purchaser will reimburse any legal certificate or other expenses reasonably incurred by document delivered to the Company or Seller pursuant to the provisions of this Agreement; 8.2.2. any such director, officer or controlling person of the Company or the underwriter, in connection with investigating or defending any such loss, claim, damagethreatened claim, liability or actionobligation arising with respect to the operation of the Practice by the Purchaser from and after the Closing Date; 8.2.3. any failure of the Purchaser to duly perform or observe any term, provision, covenant, agreement, or condition or perform any material act required herein; PROVIDEDor 8.2.4. any claim by any third party with respect to any liability, HOWEVERobligation, that contract, other commitment or state of facts which constitutes a breach of any representation or warranty by the indemnity agreement Purchaser contained herein or in any certificate or other document delivered by or on behalf of the Purchaser to the Seller pursuant to the provisions of this section 4.2 Agreement. The Purchaser shall indemnify, defend, and hold harmless the Seller from and against any costs and expenses (including attorney fees) which the Seller may suffer or sustain in connection with, and in seeking to enforce, the indemnification obligations of the Purchaser hereunder. Notwithstanding anything to the contrary, the Purchaser’s indemnification and hold harmless obligations shall not apply to amounts paid in settlement of any such lossclaims, claimliabilities, damage liability or action if such settlement is effected without the consent demands due to acts or omissions of the Purchaser, which consent shall not be unreasonably withheld; and PROVIDED FURTHER that the total amounts payable in indemnity by the Purchaser under this section 4.2 in respect of any Violation shall not exceed the net proceeds received by the Purchaser in the registered offering out of which such Violation arisesSeller.