Common use of Indemnification by Investor Clause in Contracts

Indemnification by Investor. Investor shall indemnify and hold harmless the Company, its directors, officers, agents, attorneys and employees, each 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, to the extent arising out of or based solely upon: (x) Investor's failure to comply with the prospectus delivery requirements of the Securities Act or (y) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading (i) to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished in writing by Investor to the Company specifically for inclusion in such Registration Statement or such Prospectus, or (ii) to the extent that such information relates to Investor's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by Investor expressly for use in a Registration Statement, such Prospectus or in any amendment or supplement thereto or (ii) in the case of an occurrence of an event of the type specified in Section 3(c)(iii)-(vi), the use by Investor of an outdated, defective or otherwise unavailable Prospectus after the Company has notified Investor in writing that the Prospectus is outdated, defective or otherwise unavailable for use by Investor and prior to the receipt by Investor of the Advice contemplated in Section 6(d). In no event shall the liability of Investor under this Section 6(b) be greater in amount than the dollar amount of the net proceeds received by Investor upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by Investor. Investor shall shall, notwithstanding any termination of this Agreement, indemnify and hold harmless the Company, its officers, directors, officerspartners, agentsmembers, attorneys agents and employeesemployees of each of them, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the officers, directors, officerspartners, members, agents or and employees of each such controlling PersonsPerson, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent Losses arising out of or based solely upon: (x) Investor's failure to comply with the prospectus delivery requirements of the Securities Act or (y) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, Prospectus or any form of Company prospectus or in any amendment or supplement thereto thereto, or in any Company preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading (i) to misleading, in each case, on the extenteffective date thereof, but only to the extent, extent that such untrue statement or omission is contained in any based solely upon information so regarding Investor furnished in writing by Investor to the Company specifically by Investor in writing expressly for inclusion in such Registration Statement or such Prospectususe therein, or (ii) to the extent that such information solely relates to Investor or Investor's ’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing provided by Investor expressly for use in a such Registration Statement, such Prospectus or such form of Prospectus, or in any amendment or supplement thereto or (ii) in the case of an occurrence of an event of the type specified in Section 3(c)(iii)-(vi), the use by Investor of an outdated, defective or otherwise unavailable Prospectus after the Company has notified Investor in writing that the Prospectus is outdated, defective or otherwise unavailable for use by Investor and prior to the receipt by Investor of the Advice contemplated in Section 6(d)thereto. In no event shall the liability of Investor under this Section 6(b) Article VI be greater in amount than the dollar amount of the net proceeds received by Investor upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by Investor. The Investor shall indemnify and hold harmless the Company, its directors, officers, agents, attorneys agents and employees, each 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, Losses (as incurred, determined by a court of competent jurisdiction in a final judgment not subject to the extent appeal or review) arising solely out of or based solely upon: (x) Investor's failure to comply with the prospectus delivery requirements of the Securities Act or (y) any untrue or alleged untrue statement of a material fact contained in any the Shelf Registration Statement, any Prospectusprospectus, or any form of prospectus, or in any amendment or supplement thereto thereto, or any free writing prospectus utilized in any preliminary prospectusconnection therewith, or arising solely out of or relating to any omission or alleged omission of a material fact required 7 to be stated therein or necessary to make the statements therein (in the case of any prospectus or form of prospectus or supplement thereto, or any free writing prospectus, in the light of the circumstances under which they were made) not misleading (i) to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished by the Investor in writing by Investor to the Company specifically for inclusion in such the Shelf Registration Statement or such Prospectus, or (ii) to the extent that such information relates to Investor's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by Investor expressly for use in a Registration Statement, such Prospectus or in any amendment or supplement thereto or (ii) in the case of an occurrence of an event of the type specified in Section 3(c)(iii)-(vi), the use by Investor of an outdated, defective or otherwise unavailable Prospectus after the Company has notified Investor in writing that the Prospectus is outdated, defective or otherwise unavailable for use by Investor and prior to the receipt by Investor of the Advice contemplated in Section 6(d)prospectus. In no event shall the liability of the Investor under this Section 6(b) hereunder be greater in amount than the dollar amount of the net proceeds received by the Investor upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by Investor. In connection with any registration pursuant to the terms of this Agreement, each Investor shall will furnish to the Company in writing such information as the Company reasonably requests concerning the holders of Registrable Securities or the proposed manner of distribution for use in connection with any Registration Statement or Prospectus and agrees, severally but not jointly, to indemnify and hold harmless harmless, to the fullest extent permitted by law, the Company, its directors, officers, agents, attorneys and employees, stockholders and each Person person who controls the Company (within the meaning of Section 15 of the Securities Act 0000 Xxx) against any losses, claims, damages, liabilities and Section 20 of the Exchange Act), and the directors, officers, agents expense (including reasonable attorney's fees) resulting from or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely upon: (xi) Investor's any failure by the Investor to comply with the prospectus delivery requirements of the Securities Act or (yii) any untrue or alleged untrue statement of a material fact contained in or any Registration Statement, any Prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein in the Registration Statement or Prospectus or preliminary prospectus or amendment or supplement thereto or necessary to make the statements therein not misleading (i) misleading, to the extent, but only to the extent, extent that such untrue statement or omission is contained in any information so furnished in writing by such Investor to the Company specifically for inclusion in such Registration Statement or such Prospectus, Prospectus or (ii) to the extent that such information amendment or supplement thereto or relates to such Investor or such Investor's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Investor expressly or its authorized representative for use in a the Registration Statement, such Prospectus Statement or in any amendment or supplement thereto or (ii) in the case of an occurrence of an event of the type specified in Section 3(c)(iii)-(vi), the use by Investor of an outdated, defective or otherwise unavailable Prospectus after the Company has notified Investor in writing that the Prospectus is outdated, defective or otherwise unavailable for use by Investor and prior to the receipt by Investor of the Advice contemplated in Section 6(d). In no event shall the liability of Investor under this Section 6(b) be greater in amount than the dollar amount of the net proceeds received by Investor upon the sale of the Registrable Securities giving rise to such indemnification obligationProspectus.

Indemnification by Investor. The Investor shall indemnify and hold harmless the Company, its directors, officers, agents, attorneys agents and employees, each 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, Losses (as incurred, determined by a court of competent jurisdiction in a final judgment not subject to the extent appeal or review) arising solely out of or based solely upon: (x) Investor's failure to comply with the prospectus delivery requirements of the Securities Act or (y) any untrue or alleged untrue statement of a material fact contained in any Registration Statementthe registration statement, any Prospectusprospectus, or any form of prospectus, or in any amendment or supplement thereto thereto, or any free writing prospectus utilized in any preliminary prospectusconnection therewith, or arising solely out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any prospectus or form of prospectus or supplement thereto, or any free writing prospectus, in the light of the circumstances under which they were made) not misleading (i) to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished by the Investor in writing by Investor to the Company specifically for inclusion in such Registration Statement registration statement or such Prospectus, or (ii) to the extent that such information relates to Investor's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by Investor expressly for use in a Registration Statement, such Prospectus or in any amendment or supplement thereto or (ii) in the case of an occurrence of an event of the type specified in Section 3(c)(iii)-(vi), the use by Investor of an outdated, defective or otherwise unavailable Prospectus after the Company has notified Investor in writing that the Prospectus is outdated, defective or otherwise unavailable for use by Investor and prior to the receipt by Investor of the Advice contemplated in Section 6(d)prospectus. In no event shall the liability of the Investor under this Section 6(b) hereunder be greater in amount than the dollar amount of the net proceeds received by the Investor upon the sale of the Registrable Securities Offering Shares giving rise to such indemnification obligation.

Indemnification by Investor. Investor shall shall, notwithstanding any termination of this Agreement, indemnify and hold harmless the Company, its officers, directors, officerspartners, agentsmembers, attorneys agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the officers, directors, officerspartners, members, agents or and employees of each such controlling PersonsPerson, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent Losses arising out of or based solely upon: (x) Investor's failure to comply with the prospectus delivery requirements of the Securities Act or (y) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, Prospectus or any form of Company prospectus or in any amendment or supplement thereto thereto, or in any Company preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading (i) to misleading, in each case, on the extenteffective date thereof, but only to the extent, extent that such untrue statement or omission is contained in any based solely upon information so regarding Investor furnished in writing by Investor to the Company specifically by Investor in writing expressly for inclusion in such Registration Statement or such Prospectususe therein, or (ii) to the extent that such information solely relates to Investor or Investor's ’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing provided by Investor expressly for use in a such Registration Statement, such Prospectus or such form of Prospectus, or in any amendment or supplement thereto or (ii) in the case of an occurrence of an event of the type specified in Section 3(c)(iii)-(vi), the use by Investor of an outdated, defective or otherwise unavailable Prospectus after the Company has notified Investor in writing that the Prospectus is outdated, defective or otherwise unavailable for use by Investor and prior to the receipt by Investor of the Advice contemplated in Section 6(d)thereto. In no event shall the liability of Investor under this Section 6(b) Article VI be greater in amount than the dollar amount of the net proceeds received by Investor upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by Investor. The Investor shall indemnify and hold harmless the Company, its directors, officers, agents, attorneys agents and employees, each 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, Losses (as incurred, determined by a court of competent jurisdiction in a final judgment not subject to the extent appeal or review) arising solely out of or based solely upon: (x) Investor's failure to comply with the prospectus delivery requirements of the Securities Act or (y) any untrue or alleged untrue statement of a material fact contained in any the Shelf Registration Statement, any Prospectusprospectus, or any form of prospectus, or in any amendment or supplement thereto thereto, or any free writing prospectus utilized in any preliminary prospectusconnection therewith, or arising solely out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any prospectus or form of prospectus or supplement thereto, or any free writing prospectus, in the light of the circumstances under which they were made) not misleading (i) to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished by the Investor in writing by Investor to the Company specifically for inclusion in such the Shelf Registration Statement or such Prospectus, or (ii) to the extent that such information relates to Investor's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by Investor expressly for use in a Registration Statement, such Prospectus or in any amendment or supplement thereto or (ii) in the case of an occurrence of an event of the type specified in Section 3(c)(iii)-(vi), the use by Investor of an outdated, defective or otherwise unavailable Prospectus after the Company has notified Investor in writing that the Prospectus is outdated, defective or otherwise unavailable for use by Investor and prior to the receipt by Investor of the Advice contemplated in Section 6(d)prospectus. In no event shall the liability of the Investor under this Section 6(b) hereunder be greater in amount than the dollar amount of the net proceeds received by the Investor upon the sale of the Registrable Securities giving rise to such indemnification obligation.