Common use of Indemnification and Reimbursement Clause in Contracts

Indemnification and Reimbursement. a. (i) The Company agrees to indemnify and hold harmless the Purchaser and its officers, directors, employees, and agents, and each Purchaser Control Person from and against any losses, claims, damages, liabilities or expenses incurred (collectively, "Damages"), joint or several, and any action in respect thereof to which the Purchaser, its partners, Affiliates, officers, directors, employees, and duly authorized agents, and any such Purchaser Control Person becomes subject to, resulting from, arising out of or relating to any misrepresentation, breach of warranty or nonfulfillment of or failure to perform any covenant or agreement on the part of Company contained in this Agreement, as such Damages are incurred, except to the extent such Damages result primarily from Purchaser's failure to perform any covenant or agreement contained in this Agreement or the Purchaser's or its officer's, director's, employee's, agent's or Purchaser Control Person's negligence, recklessness or bad faith in performing its obligations under this Agreement.

Indemnification and Reimbursement. a. (i) The Company agrees to indemnify and hold harmless the Purchaser and its officers, directors, employees, and agents, and each Purchaser Control Person from and against any losses, claims, damages, liabilities or expenses incurred (collectively, "“Damages"”), joint or several, and any action in respect thereof to which the Purchaser, its partners, Affiliates, officers, directors, employees, and duly authorized agents, and any such Purchaser Control Person becomes subject to, resulting from, arising out of or relating to any misrepresentation, breach of warranty or nonfulfillment of or failure to perform any covenant or agreement on the part of Company contained in this Agreement, as such Damages are incurred, except to the extent such Damages result primarily from Purchaser's failure to perform any covenant or agreement contained in this Agreement or the Purchaser's or its officer's’s, director's’s, employee's’s, agent's ’s or Purchaser Control Person's ’s negligence, recklessness or bad faith in performing its obligations under this Agreement.

Indemnification and Reimbursement. a. (i) The Company agrees to indemnify and hold harmless the Purchaser and its officers, directors, employees, and agents, and each Purchaser Control Person from and against any losses, claims, damages, liabilities or expenses incurred (collectively, "“Damages"”), joint or several, and any action in respect thereof to which the Purchaser, its partners, Affiliates, officers, directors, employees, and duly authorized agents, and any such Purchaser Control Person becomes subject to, resulting from, arising out of or relating to any misrepresentation, breach of warranty or nonfulfillment of or failure to perform any covenant or agreement on the part of Company contained in this Agreement, as such Damages are incurred, except to the extent such Damages result primarily from Purchaser's failure to perform any covenant or agreement contained in this Agreement or the Purchaser's or its officer's’s, director's’s, employee's’s, agent's ’s or Purchaser Control Person's ’s gross negligence, recklessness or bad faith in performing its obligations under this Agreement.

Indemnification and Reimbursement. a. (i) The Company agrees to indemnify and hold harmless the Purchaser Buyer and its officers, directors, employees, and agents, and each Purchaser Buyer Control Person from and against any losses, claims, damages, liabilities or expenses incurred (collectively, "“Damages"”), joint or several, and any action in respect thereof to which the PurchaserBuyer, its partners, Affiliates, officers, directors, employees, and duly authorized agents, and any such Purchaser Buyer Control Person becomes subject to, resulting from, arising out of or relating to any misrepresentation, breach of warranty or nonfulfillment of or failure to perform any covenant or agreement on the part of Company contained in this Agreement, as such Damages are incurred, except to the extent such Damages result primarily from Purchaser's Buyer’s failure to perform any covenant or agreement contained in this Agreement or the Purchaser's Buyer’s or its officer's’s, director's’s, employee's’s, agent's ’s or Purchaser Buyer Control Person's ’s illegal or willful misconduct, gross negligence, recklessness or bad faith (in each case, as determined by a non-appealable judgment to such effect) in performing its obligations under this Agreement.

Indemnification and Reimbursement. a. (i) The Company agrees to indemnify and hold harmless the Purchaser Lender and its officers, directors, employees, and agents, and each Purchaser Lender Control Person from and against any losses, claims, damages, liabilities or expenses incurred (collectively, "“Damages"”), joint or several, and any action in respect thereof to which the PurchaserLender, its partners, Affiliates, officers, directors, employees, and duly authorized agents, and any such Purchaser Lender Control Person becomes subject to, resulting from, arising out of or relating to any misrepresentation, breach of warranty or nonfulfillment of or failure to perform any covenant or agreement on the part of Company contained in this Agreement, as such Damages are incurred, except to the extent such Damages result primarily from Purchaser's Lender’s failure to perform any covenant or agreement contained in this Agreement or the Purchaser's Lender’s or its officer's’s, director's’s, employee's’s, agent's ’s or Purchaser Lender Control Person's ’s gross negligence, recklessness or bad faith in performing its obligations under this Agreement.

Indemnification and Reimbursement. a. (i) The Company agrees to indemnify and hold harmless the Purchaser Lender and its officers, directors, employees, and agents, and each Purchaser Lender Control Person from and against any losses, claims, damages, liabilities or expenses incurred (collectively, "Damages"), joint or several, and any action in respect thereof to which the PurchaserLender, its partners, Affiliates, officers, directors, employees, and duly authorized agents, and any such Purchaser Lender Control Person becomes subject to, resulting from, arising out of or relating to any misrepresentation, breach of warranty or nonfulfillment of or failure to perform any covenant or agreement on the part of Company contained in this Agreement, as such Damages are incurred, except to the extent such Damages result primarily from PurchaserLender's failure to perform any covenant or agreement contained in this Agreement or the PurchaserLender's or its officer's, director's, employee's, agent's or Purchaser Lender Control Person's gross negligence, recklessness or bad faith in performing its obligations under this Agreement.

Indemnification and Reimbursement. a. (i) The Company agrees to indemnify and hold harmless the Purchaser Buyer and its officers, directors, employees, and agents, and each Purchaser Buyer Control Person from and against any losses, claims, damages, liabilities or expenses incurred (collectively, "Damages"), joint or several, and any action in respect thereof to which the PurchaserBuyer, its partners, Affiliates, officers, directors, employees, and duly authorized agents, and any such Purchaser Buyer Control Person becomes subject to, resulting from, arising out of or relating to any misrepresentation, breach of warranty or nonfulfillment of or failure to perform any covenant or agreement on the part of Company contained in this Agreement, as such Damages are incurred, except to the extent such Damages result primarily from PurchaserBuyer's failure to perform any covenant or agreement contained in this Agreement or the PurchaserBuyer's or its officer's, director's, employee's, agent's or Purchaser Buyer Control Person's illegal or willful misconduct, gross negligence, recklessness or bad faith (in each case, as determined by a non-appealable judgment to such effect) in performing its obligations under this Agreement.

Indemnification and Reimbursement. a. (i) The Company agrees to indemnify and hold harmless the Purchaser Buyer and its officers, directors, employees, and agents, and each Purchaser Buyer Control Person from and against any losses, claims, damages, liabilities or expenses incurred (collectively, "“Damages"”), joint or several, and any action in respect thereof to which the PurchaserBuyer, its partners, Affiliates, officers, directors, employees, and duly authorized agents, and any such Purchaser Buyer Control Person becomes subject to, resulting from, arising out of or relating to any misrepresentation, breach of warranty or nonfulfillment of or failure to perform any covenant or agreement on the part of Company contained in this Agreement, as such Damages are incurred, except to the extent such Damages result primarily from PurchaserBuyer's failure to perform any covenant or agreement contained in this Agreement or the PurchaserBuyer's or its officer's’s, director's’s, employee's’s, agent's ’s or Purchaser Buyer Control Person's ’s illegal or willful misconduct, gross negligence, recklessness or bad faith (in each case, as determined by a non-appealable judgment to such effect) in performing its obligations under this Agreement.

Indemnification and Reimbursement. a. A. (i) The Company agrees to indemnify and hold harmless the Purchaser Buyer and its officers, directors, employees, and agents, and each Purchaser Buyer Control Person from and against any losses, claims, damages, liabilities or expenses incurred (collectively, "Damages"), joint or several, and any action in respect thereof to which the PurchaserBuyer, its partners, Affiliates, officers, directors, employees, and duly authorized agents, and any such Purchaser Buyer Control Person becomes subject to, resulting from, arising out of or relating to any misrepresentation, breach of warranty or nonfulfillment of or failure to perform any covenant or agreement on the part of Company contained in this Agreement, as such Damages are incurred, except to the extent such Damages result primarily from PurchaserBuyer's failure to perform any covenant or agreement contained in this Agreement or the PurchaserBuyer's or its officer's, director's, employee's, agent's or Purchaser Buyer Control Person's gross negligence, recklessness or bad faith in performing its obligations under this Agreement.

Indemnification and Reimbursement. a. A. (i) The Company agrees to indemnify and hold harmless the Purchaser Lender and its officers, directors, employees, and agents, and each Purchaser Lender Control Person from and against any losses, claims, damages, liabilities or expenses incurred (collectively, "Damages"), joint or several, and any action in respect thereof to which the PurchaserLender, its partners, Affiliates, officers, directors, employees, and duly authorized agents, and any such Purchaser Lender Control Person becomes subject to, resulting from, arising out of or relating to any misrepresentation, breach of warranty or nonfulfillment of or failure to perform any covenant or agreement on the part of Company contained in this Agreement, as such Damages are incurred, except to the extent such Damages result primarily from PurchaserLender's failure to perform any covenant or agreement contained in this Agreement or the PurchaserLender's or its officer's, director's, employee's, agent's or Purchaser Lender Control Person's gross negligence, recklessness or bad faith in performing its obligations under this Agreement.

Indemnification and Reimbursement. a. (i) The Company agrees to indemnify and hold harmless the Purchaser Buyer and its officers, directors, employees, and agents, and each Purchaser Buyer Control Person from and against any losses, claims, damages, liabilities or expenses incurred (collectively, "Damages"), joint or several, and any action in respect thereof to which the PurchaserBuyer, its partners, Affiliates, officers, directors, employees, and duly authorized agents, and any such Purchaser Buyer Control Person becomes subject to, resulting from, arising out of or relating to any misrepresentation, breach of warranty or nonfulfillment of or failure to perform any covenant or agreement on the part of Company contained in this Agreement, as such Damages are incurred, except to the extent such Damages result primarily from PurchaserBuyer's failure to perform any covenant or agreement contained in this Agreement or the PurchaserBuyer's or its officer's, director's, employee's, agent's or Purchaser Buyer Control Person's gross negligence, recklessness or bad faith in performing its obligations under this Agreement.

Indemnification and Reimbursement. a. (i) The Company agrees to indemnify and hold harmless the Purchaser Lender and its officers, directors, employees, and agents, and each Purchaser Lender Control Person from and against any losses, claims, damages, liabilities or expenses incurred (collectively, "“Damages"”), joint or several, and any action in respect thereof to which the PurchaserLender, its partners, Affiliates, officers, directors, employees, and duly authorized agents, and any such Purchaser Lender Control Person becomes subject to, resulting from, arising out of or relating to any misrepresentation, breach of warranty or nonfulfillment of or failure to perform any covenant or agreement on the part of Company contained in this Agreement, as such Damages are incurred, except to the extent such Damages result primarily from PurchaserLender's failure to perform any covenant or agreement contained in this Agreement or the PurchaserLender's or its officer's’s, director's’s, employee's’s, agent's ’s or Purchaser Lender Control Person's ’s gross negligence, recklessness or bad faith in performing its obligations under this Agreement.

Indemnification and Reimbursement. a. (i) The Company agrees to indemnify and hold harmless the Purchaser Buyer and its officers, directors, employees, and agents, and each Purchaser Buyer Control Person from and against any losses, claims, damages, liabilities or expenses incurred (collectively, "“Damages"”), joint or several, and any action in respect thereof to which the PurchaserBuyer, its partners, Affiliates, officers, directors, employees, and duly authorized agents, and any such Purchaser Buyer Control Person becomes subject to, resulting from, arising out of or relating to any misrepresentation, breach of warranty or nonfulfillment of or failure to perform any covenant or agreement on the part of Company contained in this Agreement, as such Damages are incurred, except to the extent such Damages result primarily from PurchaserBuyer's failure to perform any covenant or agreement contained in this Agreement or the PurchaserBuyer's or its officer's’s, director's’s, employee's’s, agent's ’s or Purchaser Buyer Control Person's ’s gross negligence, recklessness or bad faith in performing its obligations under this Agreement.

Indemnification and Reimbursement. a. (i) 13.1. The Company agrees to indemnify and hold harmless the Purchaser Lender and its officers, directors, employees, and agents, and each Purchaser Lender Control Person from and against any losses, claims, damages, liabilities or expenses incurred (collectively, "Damages"), joint or several, and any action in respect thereof to which the PurchaserLender, its partners, Affiliates, officers, directors, employees, and duly authorized agents, and any such Purchaser Lender Control Person becomes subject to, resulting from, arising out of or relating to any misrepresentation, breach of warranty or nonfulfillment non-fulfillment of or failure to perform any covenant or agreement on the part of Company contained in this Agreement, as such Damages are incurred, except to the extent such Damages result primarily from PurchaserLender's failure to perform any covenant or agreement contained in this Agreement or the PurchaserLender's or its officer's, director's, employee's, agent's or Purchaser Lender Control Person's gross negligence, recklessness or bad faith in performing its obligations under this Agreement.

Indemnification and Reimbursement. a. (i) The Company agrees to indemnify and hold harmless the Purchaser Lender and its officers, directors, employees, and agents, and each Purchaser Lender Control Person from and against any losses, claims, damages, liabilities or expenses incurred (collectively, "Damages"), joint or several, and any action in respect thereof to which the PurchaserLender, its partners, Affiliates, officers, directors, employees, and duly authorized agents, and any such Purchaser Lender Control Person becomes subject to, resulting from, arising out of or relating to any misrepresentation, breach of warranty or nonfulfillment of or failure to perform any covenant or agreement on the part of Company contained in this Agreement, as such Damages are incurred, except to the extent such Damages result primarily from PurchaserLender's failure to perform any covenant or agreement contained in this Agreement or the PurchaserLender's or its officer's, director's, employee's, agent's or Purchaser Lender Control Person's illegal or willful misconduct, gross negligence, recklessness or bad faith (in each case, as determined by a non-appealable judgment to such effect) in performing its obligations under this Agreement.

Indemnification and Reimbursement. a. (i) The Company agrees to indemnify and hold harmless the Purchaser and its officers, directors, employees, and agents, and each Purchaser Control Person from and against any losses, claims, damages, liabilities or expenses incurred (collectively, "“Damages"”), joint or several, and any action in respect thereof to which the Purchaser, its partners, Affiliates, officers, directors, employees, and duly authorized agents, and any such Purchaser Control Person becomes subject to, resulting from, arising out of or relating to any misrepresentation, breach of warranty or nonfulfillment of or failure to perform any covenant or agreement on the part of Company contained in this Agreement, as such Damages are incurred, except to the extent such Damages result primarily from Purchaser's failure to perform any covenant or agreement contained in this Agreement or the Purchaser's or its officer's’s, director's’s, employee's’s, agent's ’s or Purchaser Control Person's negligence, recklessness ’s gross negligence or bad faith willful misconduct in performing its obligations under this Agreement.

Indemnification and Reimbursement. a. (i) The Company agrees to indemnify and hold harmless the Purchaser Lender and its officers, directors, employees, and agents, and each Purchaser Lender Control Person from and against any losses, claims, damages, liabilities or expenses incurred (collectively, "“Damages"”), joint or several, and any action in respect thereof to which the PurchaserLender, its partners, Affiliates, officers, directors, employees, and duly authorized agents, and any such Purchaser Lender Control Person becomes subject to, resulting from, arising out of or relating to any misrepresentation, breach of warranty or nonfulfillment of or failure to perform any covenant or agreement on the part of Company contained in this Agreement, as such Damages are incurred, except to the extent such Damages result primarily from PurchaserLender's failure to perform any covenant or agreement contained in this Agreement or the PurchaserLender's or its officer's’s, director's’s, employee's’s, agent's ’s or Purchaser Lender Control Person's ’s illegal or willful misconduct, gross negligence, recklessness or bad faith (in each case, as determined by a nonappealable judgment to such effect) in performing its obligations under this Agreement.

Indemnification and Reimbursement. a. (i) The Company agrees to indemnify and hold harmless the Purchaser and its officers, directors, employees, and agents, and each Purchaser Control Person from and against any losses, claims, damages, liabilities or expenses incurred (collectively, "Damages"), joint or several, and any action in respect thereof to which the Purchaser, its partners, Affiliates, officers, directors, employees, and duly authorized agents, and any such Purchaser Control Person becomes subject to, resulting from, arising out of or relating to any misrepresentation, breach of warranty or nonfulfillment of or failure to perform any covenant or agreement on the part of Company contained in this Agreement, as such Damages are incurred, except to the extent such Damages result primarily from Purchaser's failure to perform any covenant or agreement contained in this Agreement or the Purchaser's or its officer's’s, director's’s, employee's’s, agent's ’s or Purchaser Control Person's ’s negligence, recklessness or bad faith in performing its obligations under this Agreement.

Indemnification and Reimbursement. a. (i) The Company agrees to indemnify and hold harmless the Purchaser and its officers, directors, employees, and agents, and each Purchaser Control Person from and against any losses, claims, damages, liabilities or expenses incurred (collectively, "Damages"), joint Damages"),joint or several, and any action in respect thereof to which the Purchaser, its partners, Affiliates, officers, directors, employees, and duly authorized agents, and any such Purchaser Control Person becomes subject to, resulting from, arising out of or relating to any misrepresentationmisrepresentation , breach of warranty or nonfulfillment of or failure to perform any covenant or agreement on the part of Company contained in this Agreement, as such Damages are incurred, except to the extent such Damages result primarily from Purchaser's failure to perform any covenant or agreement contained in this Agreement or the Purchaser's or its officer's, director's, employee's, agent's or Purchaser Control Person's negligence, recklessness or bad faith in performing its obligations under this Agreement.

Indemnification and Reimbursement. a. (i) The Company agrees to indemnify and hold harmless the Purchaser Buyer and its officers, directors, employees, and agents, and each Purchaser Buyer Control Person from and against any losses, claims, damages, liabilities or expenses incurred (collectively, "Damages"), joint or several, and any action in respect thereof to which the PurchaserBuyer, its partners, Affiliates, officers, directors, employees, and duly authorized agents, and any such Purchaser Buyer Control Person becomes subject to, resulting from, arising out of or relating to any misrepresentation, breach of warranty or nonfulfillment of or failure to perform any covenant or agreement on the part of Company contained in this Agreement, as such Damages are incurred, except to the extent such Damages result primarily from PurchaserBuyer's failure to perform any covenant or agreement contained in this Agreement or the PurchaserBuyer's or its officer's, director's, employee's, agent's or Purchaser Buyer Control Person's gross negligence, recklessness or bad faith in performing its obligations under this AgreementAgreement or failure to deliver a prospectus, if required.

Indemnification and Reimbursement. a. (i) The Company agrees to indemnify and hold harmless the Purchaser and its officers, directors, employees, and agents, and each Purchaser Control Person from and against any losses, claims, damages, liabilities or expenses incurred (collectively, "“Damages"”), joint or several, and any action in respect thereof to which the Purchaser, its partners, Affiliates, officers, directors, employees, and duly authorized agents, and any such Purchaser Control Person becomes subject to, resulting from, arising out of or relating to any misrepresentation, breach of warranty or nonfulfillment of or failure to perform any covenant or agreement on the part of Company contained in this Agreement, as such Damages are incurred, except to the extent such Damages result primarily from Purchaser's ’s failure to perform any covenant or agreement contained in this Agreement or the Purchaser's ’s or its officer's’s, director's’s, employee's’s, agent's ’s or Purchaser Control Person's ’s negligence, recklessness or bad faith in performing its obligations under this Agreement.. Purchaser Initial: ______ Company Initial: ____ _

Indemnification and Reimbursement. a. (i) The Company agrees to indemnify and hold harmless the Purchaser and its officers, directors, employees, and agents, and each Purchaser Control Person from and against any losses, claims, damages, liabilities or expenses incurred (collectively, "“Damages"”), joint or several, and any action in respect thereof to which the Purchaser, its partners, Affiliates, officers, directors, employees, and duly authorized agents, and any such Purchaser Control Person becomes subject to, resulting from, arising out of or relating to any misrepresentation, breach of warranty or nonfulfillment of or failure to perform any covenant or agreement on the part of Company the Company, contained in this Agreement, as such Damages are incurred, except to the extent such Damages result primarily from Purchaser's failure to perform any covenant or agreement contained in this Agreement or the Purchaser's or its officer's’s, director's’s, employee's’s, agent's ’s or Purchaser Control Person's ’s gross negligence, recklessness or bad faith in performing its obligations under this Agreement.

Indemnification and Reimbursement. a. (i) The Company agrees to indemnify and hold harmless the Purchaser and its officers, directors, employees, and agents, and each Purchaser Control Person from and against any losses, claims, damages, liabilities or expenses incurred (collectively, "“Damages"”), joint or several, and any action in respect thereof to which the Purchaser, its partners, Affiliates, officers, directors, employees, and duly authorized agents, and any such Purchaser Control Person becomes subject to, resulting from, arising out of or relating to any misrepresentation, breach of warranty or nonfulfillment of or failure to perform any covenant or agreement on the part of Company contained in this Agreement, as such Damages are incurred, except to the extent such Damages result primarily from Purchaser's ’s failure to perform any covenant or agreement contained in this Agreement or the Purchaser's ’s or its officer's’s, director's’s, employee's’s, agent's ’s or Purchaser Control Person's ’s negligence, recklessness or bad faith in performing its obligations under this Agreement.

Indemnification and Reimbursement. a. (i) The Company agrees to indemnify and hold harmless the Purchaser and its officers, directors, employees, and agents, and each Purchaser Control Person from and against any losses, claims, damages, liabilities or expenses incurred (collectively, "“Damages"”), joint or several, and any action in respect thereof to which the Purchaser, its partners, Affiliates, officers, directors, employees, and duly authorized agents, and any such Purchaser Control Person becomes subject to, resulting from, arising out of or relating to any misrepresentation, breach of warranty or nonfulfillment of or failure to perform any covenant or agreement on the part of Company contained in this Agreement, as such Damages are incurred, except to the extent such Damages result primarily from Purchaser's failure to perform any covenant or agreement contained in this Agreement or the Purchaser's or its officer's’s, director's’s, employee's’s, agent's ’s or Purchaser Control Person's ’s negligence, recklessness or bad faith in performing its obligations under this Agreement.

Indemnification and Reimbursement. a. (i) The Company agrees to indemnify and hold harmless the Purchaser Buyer and its officers, directors, employees, and agents, and each Purchaser Buyer Control Person from and against any losses, claims, damages, liabilities or expenses incurred (collectively, "Damages"), joint or several, and any action in respect thereof to which the PurchaserBuyer, its partners, Affiliates, officers, directors, employees, and duly authorized agents, and any such Purchaser Buyer Control Person becomes subject to, resulting from, arising out of or relating to any misrepresentation, breach of warranty or nonfulfillment of or failure to perform any covenant or agreement on the part of Company contained in this Agreement, as such Damages are incurred, except to the extent such Damages result primarily 1 from PurchaserBuyer's failure to perform any covenant or agreement contained in this Agreement or the PurchaserBuyer's or its officer's, director's, employee's, agent's or Purchaser Buyer Control Person's gross negligence, recklessness or bad faith in performing its obligations under this Agreement.

Indemnification and Reimbursement. a. (i) The Company agrees to indemnify and hold harmless the each Purchaser and its each of their respective officers, directors, employees, and agents, and each Purchaser Control Person from and against any losses, claims, damages, liabilities or expenses incurred (collectively, "“Damages"”), joint or several, and any action in respect thereof to which the Purchaser, its partners, Affiliates, officers, directors, employees, and duly authorized agents, and any such Purchaser Control Person becomes subject to, resulting from, arising out of or relating to any misrepresentation, breach of warranty or nonfulfillment of or failure to perform any covenant or agreement on the part of Company contained in this Agreement, as such Damages are incurred, except to the extent such Damages result primarily from any Purchaser's ’s failure to perform any covenant or agreement contained in this Agreement or the any Purchaser's ’s or its officer's’s, director's’s, employee's’s, agent's ’s or Purchaser Control Person's ’s gross negligence, recklessness or bad faith in performing its obligations under this Agreement.

Indemnification and Reimbursement. a. A. (i) The Company agrees to indemnify and hold harmless the Purchaser Buyer and its officers, directors, employees, and agents, and each Purchaser Buyer Control Person from and against any losses, claims, damages, liabilities or expenses incurred (collectively, "Damages"), joint or several, and any action in respect thereof to which the PurchaserBuyer, its partners, Affiliates, officers, directors, employees, and duly authorized agents, and any such Purchaser Buyer Control Person becomes subject to, resulting from, arising out of or relating to any misrepresentation, breach of warranty or nonfulfillment of or failure to perform any covenant or agreement on the part of Company contained in this Agreement, as such Damages are incurred, except to the extent such Damages result primarily from PurchaserBuyer's failure to perform any covenant or agreement contained in this Agreement or the PurchaserBuyer's or its officer's, director's, employee's, agent's or Purchaser Buyer Control Person's illegal or willful misconduct, gross negligence, recklessness or bad faith (in each case, as determined by a non-appealable judgment to such effect) in performing its obligations under this Agreement.

Indemnification and Reimbursement. a. (i) The Company agrees to indemnify and hold harmless the Purchaser Buyer and its officers, directors, employees, and agents, and each Purchaser Buyer Control Person from and against any losses, claims, damages, 'liabilities or expenses incurred (collectively, "Damages"), joint or several, and any action in respect thereof to which the PurchaserBuyer, its partners, Affiliates, officers, directors, employees, and duly authorized agents, and any such Purchaser Buyer Control Person becomes subject to, resulting from, arising out of or relating to any misrepresentation, breach of warranty or nonfulfillment of or failure to perform any covenant or agreement on the part of Company contained in this Agreement, as such Damages are incurred, except to the extent such Damages result primarily from PurchaserBuyer's failure to perform any covenant or agreement contained in this Agreement or the PurchaserBuyer's or or- its officer's, director's, employee's, agent's or Purchaser Buyer Control Person's gross negligence, recklessness or bad faith in performing its obligations under this Agreement.

Indemnification and Reimbursement. a. (i) The Company agrees to indemnify and hold harmless the each Purchaser and its each of their respective officers, directors, employees, and agents, and each Purchaser Control Person from and against any losses, claims, damages, liabilities or expenses incurred (collectively, "“Damages"”), joint or several, and any action in respect thereof to which the Purchaser, its partners, Affiliates, officers, directors, employees, and duly authorized agents, and any such Purchaser Control Person becomes subject to, resulting from, arising out of or relating to any misrepresentation, breach of warranty or nonfulfillment of or failure to perform any covenant or agreement on the part of Company contained in this Agreement, as such Damages are incurred, except to the extent such Damages result primarily from and/or arise out of any Purchaser's ’s failure to perform any covenant or agreement contained in this Agreement or the any Purchaser's ’s or its officer's’s, director's’s, employee's’s, agent's ’s or Purchaser Control Person's ’s gross negligence, recklessness or bad faith in performing its obligations under this Agreement.

Indemnification and Reimbursement. a. (i) The Company agrees to indemnify and hold harmless the Purchaser Lender and its officers, directors, employees, and agents, and each Purchaser Lender Control Person from and against any losses, claims, damages, liabilities or expenses incurred (collectively, "“Damages"”), joint or several, and any action in respect thereof to which the PurchaserLender, its partners, Affiliates, officers, directors, employees, and duly authorized agents, and any such Purchaser Lender Control Person becomes subject to, resulting from, arising out of or relating to any misrepresentation, breach of warranty or nonfulfillment of or failure to perform any material covenant or agreement on the part of Company contained in this Agreement, as such Damages are incurred, except to the extent such Damages result primarily from Purchaser's Lender’s failure to perform any covenant or agreement contained in this Agreement or the Purchaser's Lender’s or its officer's’s, director's’s, employee's’s, agent's ’s or Purchaser Lender Control Person's ’s gross negligence, recklessness or bad faith in performing its obligations under this Agreement.

Indemnification and Reimbursement. a. (i) The Company agrees to indemnify and hold harmless the Purchaser Lender and its officers, directors, employees, and agents, and each Purchaser Lender Control Person from and against any losses, claims, damages, liabilities or expenses incurred (collectively, "“Damages"”), joint or several, and any action in respect thereof to which the PurchaserLender, its partners, Affiliates, officers, directors, employees, and duly authorized agents, and any such Purchaser Lender Control Person becomes subject to, resulting from, arising out of or relating to any misrepresentation, breach of warranty or nonfulfillment of or failure to perform any covenant or agreement on the part of Company contained in this Agreement, as such Damages are incurred, except to the extent such Damages result primarily from PurchaserLender's failure to perform any covenant or agreement contained in this Agreement or the PurchaserLender's or its officer's’s, director's’s, employee's’s, agent's ’s or Purchaser Lender Control Person's ’s illegal or willful misconduct, gross negligence, recklessness or bad faith (in each case, as determined by a non-appealable judgment to such effect) in performing its obligations under this Agreement.

Indemnification and Reimbursement. a. (i) The Company agrees to indemnify and hold harmless the Purchaser Lender and its officers, directors, employees, and agents, and each Purchaser Lender Control Person from and against any losses, claims, damages, liabilities or expenses incurred (collectively, "“Damages"), ”) ,joint or several, and any action in respect thereof to which the PurchaserLender, its partners, Affiliates, officers, directors, employees, and duly authorized agents, and any such Purchaser Lender Control Person becomes subject to, resulting from, arising out of or relating to any misrepresentation, breach of warranty or nonfulfillment of or failure to perform any covenant or agreement on the part of Company contained in this Agreement, as such Damages are incurred, except to the extent such Damages result primarily from Purchaser's Lender’s failure to perform any covenant or agreement contained in this Agreement or the Purchaser's Lender’s or its officer's’s, director's’s, employee's’s, agent's ’s or Purchaser Lender Control Person's ’s gross negligence, recklessness or bad faith in performing its obligations under this Agreement.