Common use of Indemnification by Investor Clause in Contracts

Indemnification by Investor. In connection with any Registration Statement in which an Investor is participating, each such Investor agrees to severally and not jointly indemnify, hold harmless and defend, to the same extent and in the same manner as is set forth in Section 6.1, the Company, each of its directors, each of its officers who signs the Registration Statement and each Person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act (each, an “Indemnified Party”), against any Claim or Indemnified Damages to which any of them may become subject, under the Securities Act, the Exchange Act. Canadian Securities Laws or otherwise, insofar as such Claim or Indemnified Damages 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 strict conformity with written information furnished to the Company by such Investor expressly for use in the Registration Statement or any amendment thereof or supplement thereto and, subject to Section 6.3, such Investor will reimburse any legal or other expenses reasonably incurred by an Indemnified Party in connection with investigating or defending any such Claim; provided, however, that the indemnity agreement contained in this Section 6.2 and the agreement with respect to contribution contained in Article 7 shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of such Investor, which consent shall not be unreasonably withheld or delayed; provided, further, however, that the Investor shall be liable under this Section 6.2 for only that amount of a Claim or Indemnified Damages as does not exceed the dollar amount of the net proceeds received by such Investor as a result of the sale of Registrable Securities pursuant to such Registration Statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified Party and shall survive the transfer of the Registrable Securities by the Investors pursuant to Article 9. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section 6.2 with respect to any preliminary prospectus shall not inure to the benefit of any Indemnified Party if the untrue statement or omission of material fact contained in the preliminary prospectus was corrected on a timely basis in the prospectus, as then amended or supplemented.

Indemnification by Investor. In connection with The Investor agrees, as a consequence of the inclusion of any of her Registrable Securities in a Registration Statement in which an Investor is participating, each such Investor agrees to severally (i) indemnify and not jointly indemnify, hold harmless and defend, to the same extent and in the same manner as is set forth in Section 6.1, the Company, each its directors (including any person who, with his or her consent, is named in the Registration Statement as a director nominee of its directorsthe Company), each of its officers who signs the sign any Registration Statement and each Person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an “Indemnified Party”)Act, against any Claim losses, claims, damages or Indemnified Damages liabilities to which any of them the Company or such other persons may become subject, under the Securities Act, the Exchange Act. Canadian Securities Laws Act or otherwise, insofar as such Claim losses, claims, damages or Indemnified Damages liabilities (or actions in respect thereof) arise out of or are based upon any Violation(A) an untrue statement or alleged untrue statement of a material fact contained in such Registration Statement or Prospectus or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in light of the circumstances under which they were made, in the case of the Prospectus), not misleading, in each case to the extent, and but only to the extent, that such Violation occurs untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in strict conformity with written information furnished to the Company by such the Investor expressly for use in therein or (B) the Registration Statement or any amendment thereof or supplement thereto and, subject use by the Investor of an outdated Prospectus from and after receipt by the Investor of a notice pursuant to Section 6.31.2(e), such Investor will and (ii) reimburse the Company for any legal or other expenses reasonably incurred by an Indemnified Party the Company in connection with investigating or defending any such Claimaction or claim as such expenses are incurred; provided, however, that the indemnity agreement contained in this Section 6.2 and the agreement with respect to contribution contained in Article 7 Investor shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of such Investor, which consent shall not be unreasonably withheld or delayed; provided, further, however, that the Investor shall be liable under this Section 6.2 1.6(b) for only that any amount of a Claim or Indemnified Damages as does not exceed the dollar amount in excess of the net proceeds received by such paid to the Investor as a result of the sale in respect of Registrable Securities pursuant to such Registration Statement. Such indemnity shall remain in full force and effect regardless of any investigation made sold by or on behalf of such Indemnified Party and shall survive the transfer of the Registrable Securities by the Investors pursuant to Article 9. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section 6.2 with respect to any preliminary prospectus shall not inure to the benefit of any Indemnified Party if the untrue statement or omission of material fact contained in the preliminary prospectus was corrected on a timely basis in the prospectus, as then amended or supplementedit.

Indemnification by Investor. In connection with any Registration Statement in which an The Investor is participating, each such Investor agrees to severally shall indemnify and not jointly indemnify, hold harmless and defend, to the same extent and in the same manner as is set forth in Section 6.1, the Company, each of its directors, officers, and employees, each of its officers who signs the Registration Statement and each Person, if any, Person who controls the Company (within the meaning of Section 15 of the Securities Act or and Section 20 of the Exchange Act Act) and the directors, officers, partners, members or employees of such controlling Persons (each, an a “Company Indemnified Party”), against any Claim losses, claims, damages, liabilities or Indemnified Damages expenses to which any of them Company Indemnified Party may become subject, under the Securities 1933 Act, the Exchange 1934 Act. Canadian Securities Laws , or otherwiseany other federal or state statutory law or regulation (including in settlement of any litigation, if such settlement is effected with the written consent of such Investor) insofar as such Claim losses, claims, damages, liabilities or Indemnified Damages expenses (or actions in respect thereof as contemplated below) arise out of or are based upon (i) any Violationfailure by the Investor to comply with the covenants and agreements contained herein or (ii) the inaccuracy of any representation made by the Investor herein, in each case to the extent, and only to the extent, that such Violation occurs in reliance upon and in strict conformity with written information furnished to the Company by such Investor expressly for use in the Registration Statement or any amendment thereof or supplement thereto and, subject to Section 6.3, such Investor will reimburse each Company Indemnified Party for any legal or and other expense reasonably incurred, as such expenses are reasonably incurred by an such Company Indemnified Party in connection with investigating investigating, defending, settling, compromising or defending paying any such Claim; loss, claim, damage, liability, expense or action, provided, however, that the foregoing indemnity agreement contained in this Section 6.2 and the agreement with respect to contribution contained in Article 7 shall not apply to amounts paid in settlement any damages which resulted from a breach of any Claim if such settlement is effected without of the prior written consent of such InvestorCompany’s representations, which consent shall not be unreasonably withheld warranties, covenants or delayed; provided, further, however, that agreements contained in this Agreement or other Transaction Documents or from the Company’s gross negligence or willful misconduct. No Investor shall be liable under this Section 6.2 for only that amount of a Claim or Indemnified Damages as does not exceed the dollar amount of the net proceeds received by such Investor as a result of the sale of Registrable Securities pursuant to such Registration Statement. Such indemnity shall remain in full force and effect regardless indemnification obligations of any investigation made by or on behalf of such Indemnified Party other Investor and no investor’s liability shall survive the transfer of the Registrable Securities by the Investors pursuant to Article 9. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section 6.2 with respect to any preliminary prospectus shall not inure to the benefit of any Indemnified Party if the untrue statement or omission of material fact contained in the preliminary prospectus was corrected on a timely basis in the prospectus, as then amended or supplementedexceed their Subscription Amount.

Indemnification by Investor. In the event that the transactions contemplated by this Agreement are consummated, the Investor shall indemnify Holdings, IAT and IAT Germany and each of their officers and directors and hold each of them harmless from, against and in respect of and shall on demand reimburse such persons for all its losses, liabilities, damages, costs and expenses arising from or in connection with any Registration Statement in which an material misrepresentation or breach of any representation, warranty, covenant or agreement on the part of the Investor is participating, each such Investor agrees to severally and not jointly indemnify, hold harmless and defend, to the same extent and in the same manner as is set forth in Section 6.1under this Agreement, the CompanyRights Agreement, each of its directorsthe Marketing Agreement or the Warrant, each of its officers who signs the Registration Statement and each Personany and all actions, if anysuits, who controls the Company within the meaning proceedings, elections, demands, assessments, judgments, costs and expenses, including without limitation, reasonable legal fees and expenses, incident to any of the Securities Act foregoing or the Exchange Act (each, an “Indemnified Party”), against any Claim or Indemnified Damages to which any of them may become subject, under the Securities Act, the Exchange Act. Canadian Securities Laws or otherwise, insofar as such Claim or Indemnified Damages arise out of or are based upon any Violation, incurred in each case to the extent, and only to the extent, that such Violation occurs in reliance upon and in strict conformity with written information furnished to the Company by such Investor expressly for use in the Registration Statement or any amendment thereof or supplement thereto and, subject to Section 6.3, such Investor will reimburse any legal or other expenses reasonably incurred by an Indemnified Party in connection with investigating or defending any such Claimattempting to avoid same or to oppose the imposition thereof, or in enforcing this indemnity; provided, howeverthat the aggregate liability of the Investor under this Section 8.2 shall be limited to $1,500,000 and provided, further, that the indemnity agreement contained in Investor shall have no liability pursuant to this Section 6.2 8.2 until the aggregate of all losses, damages, costs and the agreement with respect to contribution contained in Article 7 expenses, including reasonable legal fees, exceeds $25,000, except that this proviso shall not apply to amounts paid any liability resulting from Investor's fraud, intentional misrepresentation or intentional failure to perform or comply with any agreement contained herein or in settlement of any Claim if such settlement is effected without the prior written consent of such InvestorRights Agreement, which consent shall not be unreasonably withheld the Marketing Agreement or delayed; provided, further, however, that the Warrant and Investor shall be liable under this Section 6.2 for only that amount of a Claim or Indemnified Damages as does not exceed the dollar amount of the net proceeds received by such Investor as a result of the sale of Registrable Securities pursuant to such Registration Statement. Such indemnity shall remain in full force all losses, damages, costs and effect regardless of any investigation made by or on behalf of such Indemnified Party and shall survive the transfer of the Registrable Securities by the Investors pursuant to Article 9expenses with respect thereto. Notwithstanding anything the foregoing in the event that a court of competent jurisdiction having final adjudicative authority and from which no appeal is available shall determine that Holdings is not entitled to the contrary contained herein, the indemnification agreement contained in this Section 6.2 then Holdings shall not be entitled to recover its legal fees with respect to any preliminary prospectus shall not inure to such claim from the benefit of any Indemnified Party if the untrue statement or omission of material fact contained in the preliminary prospectus was corrected on a timely basis in the prospectus, as then amended or supplementedInvestor.

Indemnification by Investor. In connection with any Registration Statement Each Investor, as a condition to including Registrable Securities in which an Investor is participatingsuch registration statement, each such Investor agrees to severally and not jointly indemnify, hold harmless and defendshall, to the same full extent permitted by law, indemnify and in the same manner as is set forth in Section 6.1, hold harmless the Company, each of its directorsdirectors and officers, each of its officers who signs the Registration Statement and each other Person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act (each, an “Indemnified Party”)Act, against any Claim or Indemnified Damages Losses to which the Company or any of them such director or officer or controlling Person may become subject, subject under the Securities Act, the Exchange Act. Canadian Securities Laws Act or otherwise, insofar as such Claim or Indemnified Damages Losses arise out of or are based upon any Violationuntrue statement or alleged untrue statement of any material fact contained in any such registration statement, any preliminary Prospectus, final Prospectus or summary Prospectus contained therein, or any amendment or supplement thereto, in each case, concerning the Investor, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case to of a Prospectus, in the extentlight of the circumstances under which they were made) not misleading, and only to the extent, that if such Violation occurs untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in strict conformity with written information furnished to the Company through a written instrument to be duly executed by such Investor expressly specifically stating that it is for use in the Registration Statement preparation of such registration statement, preliminary Prospectus, final Prospectus, summary Prospectus, amendment or supplement or any amendment thereof violation or supplement thereto and, subject to Section 6.3, alleged violation by such Investor will reimburse of the Securities Act, the Exchange Act, any legal state securities law or other expenses reasonably incurred by an Indemnified Party in connection with investigating any rule or defending regulation promulgated under the Securities Act or the Exchange Act or any such Claimstate securities law; provided, however, that the indemnity agreement contained in this Section 6.2 and the agreement with respect to contribution contained in Article 7 such Investor shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of such Investor, which consent shall not be unreasonably withheld or delayed; provided, further, however, that the Investor shall be liable under this Section 6.2 7(b) for only that any amounts in excess of the aggregate amount of a Claim or Indemnified Damages as does not exceed the dollar amount of the net proceeds received by Investor receives in connection with such Investor as a result of the sale of Registrable Securities pursuant to such Registration Statementoffering. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any such Indemnified Party director, officer or controlling Person and shall survive the transfer of such securities by such Investor. Each Investor shall also indemnify each other Person who participates (including as an underwriter) in the offering or sale of Registrable Securities, their officers and directors and each other Person, if any, who controls any such participating Person within the meaning of the Securities by the Investors pursuant to Article 9. Notwithstanding anything Act to the contrary contained herein, the indemnification agreement contained in this Section 6.2 same extent as provided above with respect to any preliminary prospectus shall not inure to the benefit of any Indemnified Party if the untrue statement or omission of material fact contained in the preliminary prospectus was corrected on a timely basis in the prospectus, as then amended or supplementedCompany.

Indemnification by Investor. In I hereby agree to indemnify and hold harmless the Company and SERP, as Placement Agent, their respective officers, directors, shareholders, employees, agents, and attorneys against any and all losses, claims, demands, liabilities, and expenses (including reasonable legal or other expenses, including reasonable attorneys' fees and other expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever incurred by the indemnified party in any action or proceeding between the indemnitor and indemnified party or between the indemnified party and any third party or otherwise) incurred by each such person in connection with defending or investigating any Registration Statement such claims or liabilities, whether or not resulting in which an Investor is participatingany liability to such person, each such Investor agrees to severally and not jointly indemnify, hold harmless and defend, to the same extent and in the same manner as is set forth in Section 6.1, the Company, each of its directors, each of its officers who signs the Registration Statement and each Person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act (each, an “Indemnified Party”), against any Claim or Indemnified Damages to which any of them such indemnified party may become subject, subject under the Securities Act, the Exchange Act. Canadian Securities Laws under any other statute, at common law or otherwise, insofar as such Claim or Indemnified Damages losses, claims, demands, liabilities and expenses arise out of or are based upon (a) any Violation, in each case to the extent, untrue statement or alleged untrue statement of a material fact made by me and only to the extent, that such Violation occurs in reliance upon and in strict conformity with written information furnished to the Company by such Investor expressly for use in the Registration Statement or any amendment thereof or supplement thereto and, subject to Section 6.3, such Investor will reimburse any legal or other expenses reasonably incurred by an Indemnified Party in connection with investigating or defending any such Claim; provided, however, that the indemnity agreement contained in this Section 6.2 and the agreement with respect to contribution contained in Article 7 shall not apply to amounts paid in settlement Subscription Agreement or my Purchaser Questionnaire, (b) any breach by me of any Claim if representation, warranty, or agreement made by me contained herein, or (c) any misstatement or omission in my Purchaser Information. I agree to notify the Company and SERP promptly of any action or proceedings to which I am a party in which an allegation is made relating to or involving any such settlement untrue statement or alleged untrue statement, breach or misstatement or omission. SERP is effected a third-party beneficiary of this Section and this Section may not be modified or amended without the prior written consent agreement of such Investor, which consent shall not be unreasonably withheld or delayed; provided, further, however, that the Investor shall be liable under this Section 6.2 for only that amount of a Claim or Indemnified Damages as does not exceed the dollar amount of the net proceeds received by such Investor as a result of the sale of Registrable Securities pursuant to such Registration Statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified Party and shall survive the transfer of the Registrable Securities by the Investors pursuant to Article 9. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section 6.2 with respect to any preliminary prospectus shall not inure to the benefit of any Indemnified Party if the untrue statement or omission of material fact contained in the preliminary prospectus was corrected on a timely basis in the prospectus, as then amended or supplementedSERP.

Indemnification by Investor. In connection with any Registration Statement in which an To the extent permitted by law, Investor is participating, each such Investor agrees to severally shall indemnify and not jointly indemnify, hold harmless and defendHoldings, to the same extent and in the same manner as is set forth in Section 6.1, the Company, each of its directors, each of its officers who signs the Registration Statement and each Personperson, if any, who controls Holdings within the Company meaning of the Securities Act, legal counsel and accountants for Holdings, any underwriter and any other stockholder selling securities under such registration statement or any of such other stockholder’s partners, directors or officers or any person who controls such stockholder within the meaning of the Securities Act or the Exchange Act (each, an a “Holdings Indemnified Party”), against any Claim expenses, losses, claims, damages or Indemnified Damages liabilities (joint or several) to which any of them the foregoing persons may become subject, subject under the Securities Act, the Exchange Act. Canadian Securities Laws Act or otherwiseother federal or state law, insofar as such Claim expenses, losses, claims, damages or Indemnified Damages liabilities (or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent, extent (and only to the extent, ) that such Violation occurs arises out of or is based on actions or omissions made in reliance upon and in strict conformity with written information furnished to the Company by such Investor expressly for use in the Registration Statement connection with such registration that has not been corrected in a subsequent registration statement, preliminary prospectus or final prospectus contained therein or any amendment thereof amendments or supplement thereto andsupplements thereto, subject or any free writing prospectus or summary prospectus contained therein prior to Section 6.3, or concurrently with the sale of the Registrable Securities to the Person asserting the claim; and Investor shall reimburse such Investor will reimburse Holdings Indemnified Party for any legal or other expenses reasonably incurred by an Indemnified Party it in connection with investigating or defending any such Claimloss, claim, damage, liability or action; provided, however, that the indemnity agreement contained in this Section 6.2 and the agreement with respect to contribution contained in Article 7 10.7(b) shall not apply to amounts paid in settlement of any Claim such expense, loss, claim, damage, liability or action if such settlement is effected without the prior written consent of such Investor, which consent shall not be unreasonably withheld or delayedwithheld; provided, and provided further, however, that the total amounts payable in indemnity by Investor shall be liable under this Section 6.2 for only that amount 10.7(b) in respect of a Claim or Indemnified Damages as does any Violation shall not exceed the dollar amount of the net proceeds received by such Investor as a result of the sale of Registrable Securities pursuant to such Registration Statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified Party and shall survive the transfer of the Registrable Securities by the Investors pursuant to Article 9. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section 6.2 with respect to any preliminary prospectus shall not inure to the benefit of any Indemnified Party if the untrue statement or omission of material fact contained in the preliminary prospectus was corrected on a timely basis registered offering out of which such Violation arises except in the prospectus, as then amended case of fraud or supplementedwillful misconduct by Investor.

Indemnification by Investor. In connection with any Registration Statement in which an Investor is participating, each such Investor agrees to severally and not jointly indemnify, hold harmless and defend, to the same extent and in the same manner as is set forth in Section 6.1, the Company, each of its directors, each of its officers who signs the Registration Statement and each Person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act (each, an “Indemnified Party”), against any Claim or Indemnified Damages to which any of them may become subject, under the Securities Act, the Exchange Act. Canadian Securities Laws or otherwise, insofar as such Claim or Indemnified Damages 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 strict conformity with written information furnished to the Company by such Investor expressly for use in the Registration Statement or any amendment thereof or supplement thereto and, subject to Section 6.3, such Investor will reimburse any legal or other expenses reasonably incurred by an Indemnified Party in connection with investigating or defending any such Claim; provided, however, that the indemnity agreement contained in this Section 6.2 and the agreement with respect to contribution contained in Article 7 shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of such Investor, which consent shall not be unreasonably withheld or delayed; provided, further, however, that the Investor shall be liable under this Section 6.2 and/or Article 7 for only that amount of a Claim or Indemnified Damages as does not exceed the dollar amount of the net proceeds received by such Investor as a result of the sale of Registrable Securities pursuant to such Registration Statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified Party and shall survive the transfer of the Registrable Securities by the Investors pursuant to Article 9. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section 6.2 with respect to any preliminary prospectus shall not inure to the benefit of any Indemnified Party if the untrue statement or omission of material fact contained in the preliminary prospectus was corrected on a timely basis in the prospectus, as then amended or supplemented.

Indemnification by Investor. In connection with Investor will, in the event that any Registration Statement in which an Investor registration is participatingbeing effected under the Securities Act pursuant to this Schedule 2 of any Registrable Securities held by Investor, each such Investor agrees to severally indemnify and not jointly indemnify, hold harmless and defend, to the same extent and in the same manner as is set forth in Section 6.1, the CompanyPubCo, each of its officers, employees, Affiliates, directors, each of its officers who signs the Registration Statement partners, members, attorneys and agents, and each Personperson, if any, who controls the Company PubCo (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act) (each, an “PubCo Indemnified Party”), against any Claim losses, claims, judgments, damages or Indemnified Damages to which any of them may become subjectliabilities, under the Securities Act, the Exchange Act. Canadian Securities Laws whether joint or otherwiseseveral, insofar as such Claim losses, claims, judgments, damages or Indemnified Damages liabilities (or actions in respect thereof) arise out of or are based upon any Violationuntrue statement or allegedly untrue statement of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus or final prospectus contained in each case the Registration Statement, or any amendment or supplement to the extentRegistration Statement, and only or arise out of or are based upon any omission or the alleged omission to state a material fact required to be stated therein or necessary to make the extentstatement therein not misleading, that such Violation occurs if the statement or omission was made in reliance upon and in strict conformity with written information furnished in writing to the Company PubCo by such Investor expressly for use therein, or is based on Investor’s violation of the federal securities laws (including Regulation M) or failure to sell the Registrable Securities in accordance with the plan of distribution contained in the Registration Statement or any amendment thereof or supplement thereto andprospectus, subject to Section 6.3, such Investor will and shall reimburse the PubCo Indemnified Parties for any legal or other expenses reasonably incurred by an Indemnified Party any of them in connection with investigating investigation or defending any such Claim; providedloss, howeverclaim, that damage, liability or action. Investor’s indemnification obligations hereunder shall be several and not joint and shall be limited to the indemnity agreement contained in this Section 6.2 and the agreement with respect to contribution contained in Article 7 shall not apply to amounts paid in settlement amount of any Claim if such settlement is effected without the prior written consent of such Investor, which consent shall not be unreasonably withheld or delayed; provided, further, however, that the Investor shall be liable under this Section 6.2 for only that amount of a Claim or Indemnified Damages as does not exceed the dollar amount of the net proceeds actually received by such Investor as a result of the sale of Registrable Securities pursuant to such Registration Statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified Party and shall survive the transfer of the Registrable Securities by the Investors pursuant to Article 9. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section 6.2 with respect to any preliminary prospectus shall not inure to the benefit of any Indemnified Party if the untrue statement or omission of material fact contained in the preliminary prospectus was corrected on a timely basis in the prospectus, as then amended or supplementedInvestor.

Indemnification by Investor. In connection with any Registration Statement in which an Investor is participating, each such Investor agrees to severally and not jointly indemnify, hold harmless and defend, to the same extent and in the same manner as is set forth in Section 6.1, the Company, each of its directors, each of its officers who signs the Registration Statement and each Person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act (each, an “Indemnified Party”), against any Claim or Indemnified Damages to which any of them may become subject, under the Securities Act, the Exchange Act. Canadian Securities Laws or otherwise, insofar as such Claim or Indemnified Damages 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 strict conformity with written information furnished to the Company by such Investor expressly for use in the Registration Statement or any amendment thereof or supplement thereto and, subject to Section 6.3, such Investor will reimburse any legal or other expenses reasonably incurred by an Indemnified Party in connection with investigating or defending any such Claim; provided, however, that the indemnity agreement contained in this Section 6.2 and the agreement with respect to contribution contained in Article 7 shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of such Investor, which consent shall not be unreasonably withheld or delayed; provided, further, however, that the Investor shall be liable under this Section 6.2 and/or Article 7 for only that amount of a Claim or Indemnified Damages as does not exceed the dollar amount of the net proceeds received by such Investor as a result of the sale of Registrable Securities pursuant to such Registration Statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified Party and shall survive the transfer of the Registrable Securities by the Investors pursuant to Article 9. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section 6.2 with respect to any preliminary prospectus shall not inure to the benefit of any Indemnified Party if the untrue statement or omission of material fact contained in the preliminary prospectus was corrected on a timely basis in the prospectus, as then amended or supplemented.

Indemnification by Investor. In connection with any Registration Statement in which an Investor is participating, each such Investor agrees to severally and not jointly indemnify, hold harmless and defend, to the same extent and in the same manner as is set forth in Section 6.1, the Company, each of its directors, each of its officers who signs the Registration Statement and each Person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act (each, an “Indemnified Party”), against any Claim or Indemnified Damages to which any of them may become subject, under the Securities Act, the Exchange Act. Canadian Securities Laws or otherwise, insofar as such Claim or Indemnified Damages 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 strict conformity with written information furnished to the Company by such Investor expressly for use in the Registration Statement or any amendment thereof or supplement thereto and, subject to Section 6.3, such Investor will reimburse any legal or other expenses reasonably incurred by an Indemnified Party in connection with investigating or defending any such Claim; provided, however, that the indemnity agreement contained in this Section 6.2 and the agreement with respect to contribution contained in Article 7 9. shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of such Investor, which consent shall not be unreasonably withheld or delayed; provided, further, however, that the Investor shall be liable under this Section 6.2 for only that amount of a Claim or Indemnified Damages as does not exceed the dollar amount of the net proceeds received by such Investor as a result of the sale of Registrable Securities pursuant to such Registration Statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified Party and shall survive the transfer of the Registrable Securities by the Investors pursuant to Article 9. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section 6.2 with respect to any preliminary prospectus shall not inure to the benefit of any Indemnified Party if the untrue statement or omission of material fact contained in the preliminary prospectus was corrected on a timely basis in the prospectus, as then amended or supplemented.

Indemnification by Investor. In connection with Investor will, in the event that any Registration Statement in which an Investor registration is participatingbeing effected under the Securities Act pursuant to this Schedule 1 of any Registrable Securities held by Investor, each such Investor agrees to severally indemnify and not jointly indemnify, hold harmless and defend, to the same extent and in the same manner as is set forth in Section 6.1, the CompanyPubCo, each of its officers, employees, Affiliates, directors, each of its officers who signs the Registration Statement partners, members, attorneys and agents, and each Personperson, if any, who controls the Company PubCo (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act) (each, an “PubCo Indemnified Party”), against any Claim losses, claims, judgments, damages or Indemnified Damages to which any of them may become subjectliabilities, under the Securities Act, the Exchange Act. Canadian Securities Laws whether joint or otherwiseseveral, insofar as such Claim losses, claims, judgments, damages or Indemnified Damages liabilities (or actions in respect thereof) arise out of or are based upon any Violationuntrue statement or allegedly untrue statement of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus or final prospectus contained in each case the Registration Statement, or any amendment or supplement to the extentRegistration Statement, and only or arise out of or are based upon any omission or the alleged omission to state a material fact required to be stated therein or necessary to make the extentstatement therein not misleading, that such Violation occurs if the statement or omission was made in reliance upon and in strict conformity with written information furnished in writing to the Company PubCo by such Investor expressly for use therein, or is based on Investor’s violation of the federal securities laws (including Regulation M) or failure to sell the Registrable Securities in accordance with the plan of distribution contained in the Registration Statement or any amendment thereof or supplement thereto andprospectus, subject to Section 6.3, such Investor will and shall reimburse the PubCo Indemnified Parties for any legal or other expenses reasonably incurred by an Indemnified Party any of them in connection with investigating investigation or defending any such Claim; providedloss, howeverclaim, that damage, liability or action. Investor’s indemnification obligations hereunder shall be several and not joint and shall be limited to the indemnity agreement contained in this Section 6.2 and the agreement with respect to contribution contained in Article 7 shall not apply to amounts paid in settlement amount of any Claim if such settlement is effected without the prior written consent of such Investor, which consent shall not be unreasonably withheld or delayed; provided, further, however, that the Investor shall be liable under this Section 6.2 for only that amount of a Claim or Indemnified Damages as does not exceed the dollar amount of the net proceeds actually received by such Investor as a result of the sale of Registrable Securities pursuant to such Registration Statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified Party and shall survive the transfer of the Registrable Securities by the Investors pursuant to Article 9. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section 6.2 with respect to any preliminary prospectus shall not inure to the benefit of any Indemnified Party if the untrue statement or omission of material fact contained in the preliminary prospectus was corrected on a timely basis in the prospectus, as then amended or supplementedInvestor.

Indemnification by Investor. In connection with Each Investor, severally, agrees, as a consequence of the inclusion of any of such Investor’s Investor Registrable Securities in a Registration Statement in which an Investor is participating, each such Investor agrees to severally (i) indemnify and not jointly indemnify, hold harmless and defend, to the same extent and in the same manner as is set forth in Section 6.1, the Company, each its directors (including any person who, with his or her consent, is named in the Registration Statement as a director nominee of its directorsthe Company), each of its officers who signs the sign any Registration Statement and each Person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an “Indemnified Party”)Act, against any Claim losses, claims, damages or Indemnified Damages liabilities to which any of them the Company or such other persons may become subject, under the Securities Act, the Exchange Act. Canadian Securities Laws Act or otherwise, insofar as such Claim losses, claims, damages or Indemnified Damages liabilities (or actions in respect thereof) arise out of or are based upon any Violation(A) an untrue statement or alleged untrue statement of a material fact contained in such Registration Statement or Prospectus or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in light of the circumstances under which they were made, in the case of the Prospectus), not misleading, in each case to the extent, and but only to the extent, that such Violation occurs untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in strict conformity with written information furnished to the Company by such Investor expressly for use in therein or (B) the Registration Statement or any amendment thereof or supplement thereto and, subject use by such Investor of an outdated Prospectus from and after receipt by such Investor of a notice pursuant to Section 6.33.2(e), such Investor will and (ii) reimburse the Company for any legal or other expenses reasonably incurred by an Indemnified Party the Company in connection with investigating or defending any such Claimaction or claim as such expenses are incurred; provided, however, that the indemnity agreement contained in this Section 6.2 and the agreement with respect to contribution contained in Article 7 such Investor shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of such Investor, which consent shall not be unreasonably withheld or delayed; provided, further, however, that the Investor shall be liable under this Section 6.2 3.6(b) for only that any amount of a Claim or Indemnified Damages as does not exceed the dollar amount in excess of the net proceeds received by paid to such Investor as a result of the sale in respect of Registrable Securities pursuant to such Registration Statement. Such indemnity shall remain in full force and effect regardless of any investigation made sold by or on behalf of such Indemnified Party and shall survive the transfer of the Registrable Securities by the Investors pursuant to Article 9. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section 6.2 with respect to any preliminary prospectus shall not inure to the benefit of any Indemnified Party if the untrue statement or omission of material fact contained in the preliminary prospectus was corrected on a timely basis in the prospectus, as then amended or supplementedit.

Indemnification by Investor. In connection with any Registration Statement in which an The Investor is participatingshall, each such Investor agrees to severally and not jointly indemnifyjointly, indemnify and hold harmless and defend, to the same extent and in the same manner as is set forth in Section 6.1, the Company, each of its directors, officers, agents and employees, each of its officers who signs the Registration Statement and each Person, if any, Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, arising solely out of or based solely upon: (x) the Investor's failure to comply with the prospectus delivery requirements of the Securities Act or the Exchange Act (eachy) any untrue statement of a material fact contained in any Registration Statement, an “Indemnified Party”)any Prospectus, against or any Claim form of prospectus, or Indemnified Damages to which in any of them may become subjectamendment or supplement thereto, under the Securities Act, the Exchange Act. Canadian Securities Laws or otherwise, insofar as such Claim or Indemnified Damages arise arising solely out of or are based solely upon any Violation, in each case omission of a material fact required to be stated therein or necessary to make the statements therein not misleading to the extent, and but only to the extentextent that, that (1) such Violation occurs untrue statements or omissions are based solely upon information regarding the Investor furnished in reliance upon and in strict conformity with written information furnished writing to the Company by the Investor expressly for use therein, or to the extent that such information relates to the Investor or its proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by the Investor expressly for use in the Registration Statement (it being understood that the Investor has approved ANNEX A hereto for this purpose), such Prospectus or such form of prospectus or in any amendment thereof or supplement thereto andor (2) in the case of an occurrence of an event of the type specified in Section 3(c)(ii)-(v), subject to Section 6.3, such the use by the Investor will reimburse any legal of an outdated or other expenses reasonably incurred by an Indemnified Party defective Prospectus after the Company has notified the Investor in connection with investigating or defending any such Claim; provided, however, writing that the indemnity agreement contained in this Section 6.2 Prospectus is outdated or defective and prior to the agreement with respect receipt by the Investor of an Advice or an amended or supplemented Prospectus, but only if and to contribution contained in Article 7 shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent extent that following the receipt of such Investor, which consent Advice or the amended or supplemented Prospectus the misstatement or omission giving rise to such Loss would have been corrected. In no event shall not the liability of the selling Investor hereunder be unreasonably withheld or delayed; provided, further, however, that the Investor shall be liable under this Section 6.2 for only that greater in amount of a Claim or Indemnified Damages as does not exceed than the dollar amount of the net proceeds received by such the Investor as a result of upon the sale of Registrable Securities pursuant to such Registration Statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified Party and shall survive the transfer of the Registrable Securities by the Investors pursuant giving rise to Article 9. Notwithstanding anything to the contrary contained herein, the such indemnification agreement contained in this Section 6.2 with respect to any preliminary prospectus shall not inure to the benefit of any Indemnified Party if the untrue statement or omission of material fact contained in the preliminary prospectus was corrected on a timely basis in the prospectus, as then amended or supplementedobligation.

Indemnification by Investor. In connection with any Registration Statement in which an The Investor is participating, each such Investor agrees to severally shall indemnify and not jointly indemnify, hold harmless and defendharmless, to the same fullest extent and in the same manner as is set forth in Section 6.1permitted by law, the Company, each of its directors, each of its officers who signs the Registration Statement officers, employees, and agents, and each Person, if any, person who controls the Company (within the meaning of the Securities Act or the Exchange Act Act) (eachcollectively, an “Company Indemnified PartyParties”), ) against any Claim or Indemnified Damages all Losses to which any of them Company Indemnified Party may become subject, subject under the Securities Act, the Exchange Act. Canadian Securities Laws , any other federal law, any state or common law, or otherwise, insofar as such Claim Losses (or Indemnified Damages arise out of actions or are based upon any Violationproceedings, whether commenced or threatened, in each case respect thereof) are caused by (a) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement in which the Investor’s Registrable Securities were included or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, (b) any untrue statement or alleged untrue statement of a material fact contained in any preliminary, final, or summary prospectus, together with the documents incorporated by reference therein (as amended or supplemented if the Company shall have filed with the SEC any amendment thereof or supplement thereto), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and in the cases described in clauses (a) and (b) of this Section 3.2, to the extent, and but only to the extent, that such Violation occurs untrue statement or omission is contained in reliance upon and in strict conformity with written any information furnished in writing by the Investor relating to the Company by such Investor expressly for use in the Registration Statement preparation of the documents described in such clauses (a) and (b), (c) any violation by the Investor of the Securities Act, the Exchange Act, any state securities law, or any amendment thereof rule or supplement thereto andregulation promulgated under the Securities Act, subject to Section 6.3the Exchange Act or any state securities laws, such Investor will reimburse any legal or other expenses reasonably incurred by an Indemnified Party in connection with investigating or defending any such Claim; provided, however, that the indemnity agreement contained in this Section 6.2 and the agreement (d) with respect to contribution contained in Article 7 shall not apply to amounts paid in settlement of any Claim if such settlement is effected without preliminary prospectus, the prior written consent of such Investor, which consent shall not be unreasonably withheld or delayed; provided, further, however, fact that the Investor shall be liable under sold Registrable Securities to a person to whom there was not timely sent or given a copy of the prospectus (excluding the documents incorporated by reference) or of the prospectus as then amended or supplemented (excluding documents incorporated by reference) if the Company has previously furnished copies thereof to the Investor in compliance with this Section 6.2 for only that amount Agreement and the Loss of such Company Indemnified Party results from an untrue statement or omission of a Claim material fact relating to information provided by the Investor contained in such preliminary prospectus which was corrected in the prospectus (or Indemnified Damages the prospectus as does not exceed the dollar amount of the net proceeds received by such Investor as a result of the sale of Registrable Securities pursuant to such Registration Statementamended or supplemented). Such indemnity obligation shall remain in full force and effect regardless of any investigation made by or on behalf of such Company Indemnified Party Parties and shall survive the transfer of the Registrable Securities such securities by the Investors pursuant to Article 9. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section 6.2 with respect to any preliminary prospectus shall not inure to the benefit of any Indemnified Party if the untrue statement or omission of material fact contained in the preliminary prospectus was corrected on a timely basis in the prospectus, as then amended or supplementedInvestor.