Common use of By the Purchaser Clause in Contracts

By the Purchaser. Each Purchaser agrees, severally and not jointly, to indemnify, hold harmless, reimburse and defend the Company and the Company’s officers, directors, agents, counsel, affiliates, members, managers, control persons, and principal shareholders (each, together with the Company, a “Company Party”), as applicable, against any claim, cost, expense, liability, obligation, loss or damage (including reasonable legal fees) of any nature, incurred by or imposed upon the Company Party which results, arises out of or is based upon (i) any breach of any representation or warranty by such Purchaser in this Agreement, the Private Placement Memorandum or in the exhibits thereto, or (ii) any breach or default in performance by such Purchaser of any covenant or undertaking to be performed by such Purchaser (unless, in each case, such claim, cost, expense, liability, obligation, loss or damage results, arises out of or is based upon a breach of the Company’s representations, warranties or covenants in this Agreement or the Private Placement Memorandum, any violations by the Company of state or federal securities laws, or any conduct by the Company which constitutes fraud, gross negligence, willful misconduct or malfeasance).

By the Purchaser. Each Purchaser agrees, severally and not jointly, to indemnify, hold harmless, reimburse and defend the Company and the Company’s officers, directors, agents, counselCompany Counsel, affiliates, members, managers, control persons, and principal shareholders (each, together with the Company, a “Company Party”), as applicable, against any claim, cost, expense, liability, obligation, loss or damage (including reasonable legal fees) of any nature, incurred by or imposed upon the Company Party which results, arises out of or is based upon (i) any breach of any representation or warranty by such Purchaser in this Agreement, the Private Placement Memorandum or in the exhibits thereto, or (ii) any breach or default in performance by such Purchaser of any covenant or undertaking to be performed by such Purchaser (unless, in each case, such claim, cost, expense, liability, obligation, loss or damage results, arises out of or is based upon a breach of the Company’s representations, warranties or covenants in this Agreement or the Private Placement Memorandum, any violations by the Company of state or federal securities laws, or any conduct by the Company which constitutes fraud, gross negligence, willful misconduct or malfeasance).