Common use of Company's Indemnification Clause in Contracts

Company's Indemnification. A. The Company agrees to indemnify, defend, and hold harmless the Underwriter and each person who controls the Underwriter within the meaning of Section 15 of the Act, from and against any and all losses, claims, damages, liabilities, and expenses (including reasonable legal or other expenses) incurred by the Underwriter in connection with defending or investigating any such claims of liabilities, whether or not resulting in any liability to the Underwriter, which the Underwriter may incur under the federal or state securities laws and regulations thereunder, state statutes or at common law or otherwise, but only to the extent that such losses, claims, damages, liabilities, and expenses shall arise out of or be based upon a violation of alleged violation of the federal or state securities laws or regulations promulgated thereunder, a state statute, or the common law resulting from any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or in any application or other papers filed with the various state securities authorities (hereinafter collectively called "Blue Sky Applications") or shall arise out of or be based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided, however, that this indemnity agreement shall not apply to any such losses, claims, damages, liabilities, or expenses arising out of or based upon any such violation based upon a statement or omission made in reliance upon written information furnished for use in the Registration Statement or in a Blue Sky Application by the Underwriter.

Company's Indemnification. A. (a) The Company agrees to indemnify, defend, defend and hold harmless the Underwriter (including its directors, officers, employees and each person who controls the Underwriter within the meaning of Section 15 of the Actaffiliates) and its subsidiaries, successors, assigns and heirs from and against any and all losses, claims, damages, liabilities, liabilities and expenses (including reasonable legal or other expenses) incurred by the Underwriter in connection with defending or investigating any such claims of or liabilities, whether or not resulting in any liability to the Underwriter, which the Underwriter may incur under the federal or state securities laws and regulations thereunder, state statutes or at common law or otherwise, but only to the extent that such losses, claims, damages, liabilities, liabilities and expenses shall arise out of or be based upon a violation of or alleged violation of the federal or state securities laws or regulations promulgated thereunder, a state statute, statute or the common law resulting from any untrue statement of alleged or alleged untrue statement of a material fact contained in the Registration Statement or in any application or other papers filed with the various state securities authorities (hereinafter collectively called "Blue Sky Applications") or shall arise out of or be based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided, however, that this indemnity agreement shall not apply to any such losses, claims, damages, liabilities, liabilities or expenses arising out of or based upon any such violation based upon a statement or omission made in reliance upon written information furnished for use in the Registration Statement or in a Blue Sky Application by the Underwriter.