Common use of Indemnification and Limitation on Liability Clause in Contracts

Indemnification and Limitation on Liability. 1. The Company agrees to indemnify and hold harmless Broker (and its directors, officers, employees and affiliates) from and against all claims, liabilities, losses, damages and expenses (including reasonable attorney’s fees and costs) arising out of or attributable to: (a) any material breach by the Company of this Purchase Plan (including the Company’s representations and warranties), and (b) any violation by the Company of applicable laws or regulations. The Company will have no indemnification obligations in the case of gross negligence or willful misconduct of Broker or any other indemnified person. This indemnification will survive the termination of this Purchase Plan.

Indemnification and Limitation on Liability. 1. The Company (a) Insider agrees to indemnify and hold harmless Broker (and its directors, officers, employees and affiliates) from and against all claims, liabilities, losses, damages and expenses (including reasonable attorney’s attorneys’ fees and costs) arising out of or attributable to: (ai) any material breach by Insider of the Company of this Purchase Plan (including the Company’s Insider representations and warranties), and (bii) any violation by the Company Insider of applicable laws or regulations. The Company will ; provided, however, that Insider shall have no indemnification obligations in the case of gross negligence or willful misconduct of Broker or any other indemnified person. This indemnification will shall survive the termination of this Purchase PlanAgreement.