Common use of Indemnification by Placement Agent Clause in Contracts

Indemnification by Placement Agent. The Placement Agent agrees to indemnify and hold harmless the Seller (for purposes of this Section 12, "Seller" shall include the officers, directors, partners, employees, agents and counsel of the Seller, and each person, if any, who controls the Seller ("controlling person") within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act, from and against any and all losses, claims, damages, expenses or liabilities, joint or several (and actions, proceedings, investigations, inquiries and suits in respect thereof), whatsoever (including but not limited to any and all costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against such action, proceeding, investigation, inquiry or suit, commenced or threatened, or any claim whatsoever), as such are incurred, to which the Placement Agent or such controlling person may become subject under the Act, the Exchange Act or any other statute or at common law or otherwise or under the laws of foreign countries, arising out of or based upon (A) the use or distribution by the Placement Agent of any unauthorized sales literature, advertisements, information, statements or representations; (B) any untrue statement of a material fact contained in information furnished in writing by the Placement Agent to the Seller and used in the Private Placement Memorandum or any omission, or alleged omission, to state a material fact in connection with information furnished in writing by the Placement Agent to the Seller and necessary to make such information, in light of the circumstances under which it was furnished, not misleading, or (C) a material breach of the Placement Agent's obligations under of this Agreement. Promptly after receipt by Seller under this Section 12 of notice of the commencement of any action, suit or proceeding, Seller shall notify Placement Agent in writing of the commencement thereof (but the failure so to notify shall not relieve Placement Agent from any liability which it may have under this Section 12 except to the extent that it has been prejudiced in any material respect by such failure or from any liability which it may have otherwise). In case any such action, investigation, inquiry, suit or proceeding is brought against Seller, and it notifies Placement Agent of the commencement thereof, Seller will be entitled to participate therein, and to the extent it may elect by written notice delivered to the Seller promptly after receiving the aforesaid notice from the Seller, to assume the defense thereof with counsel reasonably satisfactory to the Seller. Notwithstanding the foregoing, the Seller shall have the right to employ its own counsel in any such case but the fees and expenses of such counsel shall be at the expense of the Seller unless (i) the employment of such counsel shall have been authorized in writing by the Placement Agent in connection with the defense of such action at the expense of the Placement Agent, (ii) the Placement Agent shall not have employed counsel reasonably satisfactory to the Seller to have charge of the defense of such action within a reasonable time after notice of commencement of the action, or (iii) the Seller shall have reasonably concluded that there may be defenses available to it which are different from or additional to those available to Placement Agent (in which case the Placement Agent shall not have the right to direct the defense of such action, investigation, inquiry, suit or proceeding on behalf of the Seller), in any of which events such fees and expenses of one additional counsel shall be borne by the Placement Agent. Anything in this Section 12 to the contrary notwithstanding, Placement Agent shall not be liable for any settlement of any claim or action effected without its written consent; provided, however, that such consent was not unreasonably withheld. Placement Agent will not, without the prior written consent of the Seller, settle, compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, investigation, inquiry, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the Seller is the actual or potential party to such claim or action), unless such settlement, compromise or consent (i) includes an unconditional release of the Seller from all liability arising out of such claim, action, suit or proceeding and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of the Seller.

Indemnification by Placement Agent. The Placement Agent agrees to indemnify hereby indemnifies and hold holds harmless the Seller (for purposes Company, each of this Section 12, "Seller" shall include the officers, its directors, partnerseach nominee (if any) for director named in the Prospectus, employees, agents and counsel each of its officers who have signed the SellerRegistration Statement, and each person, if any, who controls the Seller ("controlling person") Company within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act, and the Selling Stockholders from and against any and all losses, claims, damages, expenses or liabilities, joint or several (and actions, proceedings, investigations, inquiries and suits in respect thereof), whatsoever (including but not limited to any and all costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against such action, proceeding, investigation, inquiry or suit, commenced or threatened, or any claim whatsoever), as such are incurred, Liabilities to which the Placement Agent Company or any such director, nominee, officer or controlling person and/or the Selling Stockholders may become subject under the Act, the Exchange Act or any other statute or at common law or otherwise or under the laws of foreign countriesotherwise, arising insofar as such Liabilities arise out of or are based upon (A) the use or distribution by the Placement Agent of any unauthorized sales literature, advertisements, information, statements or representations; (Bi) any untrue statement or alleged untrue statement of a any material fact contained in information furnished in writing by the Placement Agent to the Seller and used in the Private Placement Memorandum Registration Statement or any omissionamendment thereto, or alleged omission, to state a material fact in connection with information furnished in writing by the Placement Agent to the Seller and necessary to make such information, in light of the circumstances under which it was furnished, not misleadingProspectus or any Preliminary Prospectus, or (C) a material breach of the Placement Agent's obligations under of this Agreement. Promptly after receipt by Seller under this Section 12 of notice of the commencement of any actionamendment or supplement thereto, suit or proceeding, Seller shall notify Placement Agent in writing of the commencement thereof (but the failure so to notify shall not relieve Placement Agent from any liability which it may have under this Section 12 except to the extent that it has been prejudiced in any material respect by such failure or from any liability which it may have otherwise). In case any such action, investigation, inquiry, suit or proceeding is brought against Seller, and it notifies Placement Agent of the commencement thereof, Seller will be entitled to participate therein, and to the extent it may elect by written notice delivered to the Seller promptly after receiving the aforesaid notice from the Seller, to assume the defense thereof with counsel reasonably satisfactory to the Seller. Notwithstanding the foregoing, the Seller shall have the right to employ its own counsel in any such case but the fees and expenses of such counsel shall be at the expense of the Seller unless (i) the employment of such counsel shall have been authorized in writing by the Placement Agent in connection with the defense of such action at the expense of the Placement Agent, (ii) the Placement Agent shall omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not have employed counsel reasonably satisfactory misleading, in each case to the Seller extent, but only to have charge the extent, that any such Liabilities arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the defense of such action within a reasonable time after notice of commencement of the actionRegistration Statement or any amendment thereto, or (iii) the Seller shall have reasonably concluded that there may be defenses available to it which are different from Prospectus or additional to those available to Placement Agent (in which case the Placement Agent shall not have the right to direct the defense of such actionany Preliminary Prospectus, investigation, inquiry, suit or proceeding on behalf of the Seller)any amendment or supplement thereto, in any of which events such fees reliance upon and expenses of one additional counsel shall be borne by the Placement Agent. Anything in this Section 12 conformity with written information furnished to the contrary notwithstandingCompany through you, Placement Agent shall not be liable for any settlement of any claim or action effected without its written consent; provided, however, that such consent was not unreasonably withheld. Placement Agent will not, without the prior written consent of the Seller, settle, compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, investigation, inquiry, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the Seller is the actual or potential party to such claim or action), unless such settlement, compromise or consent (i) includes an unconditional release of the Seller from all liability arising out of such claim, action, suit or proceeding and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of the SellerPlacement Agent, specifically for use in the preparation thereof. In no event shall the Placement Agent be liable under this Section 6(b) for any amount in excess of the compensation received by such Placement Agent, in the form of underwriting discounts or otherwise, pursuant to this Agreement or any other agreement contemplated hereby. The foregoing indemnity shall be in addition to any other liability, which any Placement Agent may otherwise have.

Indemnification by Placement Agent. The Placement Agent agrees to indemnify and hold harmless the Seller (for purposes of this Section 12Company, "Seller" shall include the its agents, officers, directors, partnersrepresentatives, employeesguarantors, agents and counsel of the Seller, sureties and each person, if any, person who controls the Seller ("controlling person") Company within the meaning of either Section 15 of the Act or Section 20(a) 20 of the Securities Exchange Act, Act of 1934 (“Company Indemnified Persons”) from and against any and all losses, claims, damages, liabilities or expenses, joint or several, (including reasonable legal or other expenses incurred by PetroShare Corp. September 11, 2017 each such person in connection with defending or investigating any such claims or liabilities, joint whether or several (and actions, proceedings, investigations, inquiries and suits not resulting in respect thereof), whatsoever (including but not limited any liability to any and all costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against such action, proceeding, investigation, inquiry or suit, commenced or threatened, person) which they or any claim whatsoever), as such are incurred, to which the Placement Agent or such controlling person of them may become subject incur under the Act, any Rules or Regulations, any state securities law or the Exchange Act rules and regulations under any state securities laws or any other statute or at common law or otherwise and to reimburse persons indemnified as above for any legal or under other expense (including the laws cost of foreign countriesany investigation and preparation) incurred by any of them in connection with any litigation, arising whether or not resulting in any liability, but only insofar as such losses, claims, damages, liabilities and litigation arise out of or are based upon (Ai) the use or distribution by any sales practices of the Placement Agent of any unauthorized sales literature, advertisements, information, statements in offering or representationsselling the Series B Notes; (Bii) statements made by any untrue statement representative of a material fact contained in information furnished in writing by the Placement Agent to the Seller and used in the Private Placement Memorandum or any omission, or alleged omission, to state a material fact in connection with information furnished in writing by the Placement Agent to the Seller and necessary to make such information, in light of the circumstances under which it was furnished, that is not misleading, or (C) a material breach of the Placement Agent's obligations under of this Agreement. Promptly after receipt by Seller under this Section 12 of notice of the commencement of any action, suit or proceeding, Seller shall notify Placement Agent in writing of the commencement thereof (but the failure so to notify shall not relieve Placement Agent from any liability which it may have under this Section 12 except to the extent that it has been prejudiced in any material respect by such failure or from any liability which it may have otherwise). In case any such action, investigation, inquiry, suit or proceeding is brought against Seller, and it notifies Placement Agent of the commencement thereof, Seller will be entitled to participate therein, and to the extent it may elect by written notice delivered to the Seller promptly after receiving the aforesaid notice from the Seller, to assume the defense thereof with counsel reasonably satisfactory to the Seller. Notwithstanding the foregoing, the Seller shall have the right to employ its own counsel in any such case but the fees and expenses of such counsel shall be at the expense of the Seller unless (i) the employment of such counsel shall have been authorized in writing by the Company; (iii) any breach of a representation or warranty made by the Placement Agent in this Agreement; and (iv) any statement in or omission from the Memorandum or any amendment or supplement thereto, or any application or other document filed with the Commission or in any state or other jurisdiction in order to qualify the Series B Notes under the securities laws thereof, or any information furnished pursuant to Section 3.09 hereof, if such statements or omissions were made in reliance upon information furnished in writing to the Company by the Placement Agent or on its behalf specifically for use in connection with the defense of such action at the expense preparation of the Placement Agent, (ii) Memorandum or amendment or supplement thereto or application or document filed. This indemnity agreement is in addition to any other liability which the Placement Agent shall not may otherwise have employed counsel reasonably satisfactory to the Seller to have charge of the defense of such action within a reasonable time after notice of commencement of the action, or (iii) the Seller shall have reasonably concluded that there may be defenses available to it which are different from or additional to those available to Placement Agent (in which case the Placement Agent shall not have the right to direct the defense of such action, investigation, inquiry, suit or proceeding on behalf of the Seller), in any of which events such fees Company and expenses of one additional counsel shall be borne by the Placement Agent. Anything in this Section 12 to the contrary notwithstanding, Placement Agent shall not be liable for any settlement of any claim or action effected without its written consent; provided, however, that such consent was not unreasonably withheld. Placement Agent will not, without the prior written consent of the Seller, settle, compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, investigation, inquiry, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the Seller is the actual or potential party to such claim or action), unless such settlement, compromise or consent (i) includes an unconditional release of the Seller from all liability arising out of such claim, action, suit or proceeding and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of the Sellerother indemnified persons.

Indemnification by Placement Agent. The Placement Agent agrees to indemnify and hold harmless the Seller (for purposes of this Section 12Company, "Seller" shall include the its agents, officers, directors, partnersrepresentatives, employeesguarantors, agents and counsel of the Seller, sureties and each person, if any, person who controls the Seller ("controlling person") Company within the meaning of either Section 15 of the Act or Section 20(a) 20 of the Securities Exchange Act, Act of 1934 (“Company Indemnified Persons”) from and against any and all losses, claims, damages, liabilities or expenses, joint or several, (including reasonable legal or other expenses incurred by each such person in connection with defending or investigating any such claims or liabilities, joint whether or several (and actions, proceedings, investigations, inquiries and suits not resulting in respect thereof), whatsoever (including but not limited any liability to any and all costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against such action, proceeding, investigation, inquiry or suit, commenced or threatened, person) which they or any claim whatsoever), as such are incurred, to which the Placement Agent or such controlling person of them may become subject incur under the Act, any Rules or Regulations, any state securities law or the Exchange Act rules and regulations under any state securities laws or any other statute or at common law or otherwise and to reimburse persons indemnified as above for any legal or under other expense (including the laws cost of foreign countriesany investigation and preparation) incurred by any of them in connection with any litigation, arising whether or not resulting in any liability, but only insofar as such losses, claims, damages, liabilities and litigation arise out of or are based upon (Ai) the use or distribution by any sales practices of the Placement Agent of any unauthorized sales literature, advertisements, information, statements in offering or representationsselling the Units; (Bii) statements made by any untrue statement representative of a material fact contained in information furnished in writing by the Placement Agent to the Seller and used in the Private Placement Memorandum or any omission, or alleged omission, to state a material fact in connection with information furnished in writing by the Placement Agent to the Seller and necessary to make such information, in light of the circumstances under which it was furnished, that is not misleading, or (C) a material breach of the Placement Agent's obligations under of this Agreement. Promptly after receipt by Seller under this Section 12 of notice of the commencement of any action, suit or proceeding, Seller shall notify Placement Agent in writing of the commencement thereof (but the failure so to notify shall not relieve Placement Agent from any liability which it may have under this Section 12 except to the extent that it has been prejudiced in any material respect by such failure or from any liability which it may have otherwise). In case any such action, investigation, inquiry, suit or proceeding is brought against Seller, and it notifies Placement Agent of the commencement thereof, Seller will be entitled to participate therein, and to the extent it may elect by written notice delivered to the Seller promptly after receiving the aforesaid notice from the Seller, to assume the defense thereof with counsel reasonably satisfactory to the Seller. Notwithstanding the foregoing, the Seller shall have the right to employ its own counsel in any such case but the fees and expenses of such counsel shall be at the expense of the Seller unless (i) the employment of such counsel shall have been authorized in writing by the Company; (iii) any breach of a representation or warranty made by the Placement Agent in this Agreement; and (iv) any statement in or omission from the Memorandum or any amendment or supplement thereto, or any application or other document filed with the Commission or in any state or other jurisdiction in order to qualify the Units under the securities laws thereof, or any information furnished pursuant to Section 3.09 hereof, if such statements or omissions were made in reliance upon information furnished in writing to the Company by the Placement Agent or on its behalf specifically for use in connection with the defense of such action at the expense preparation of the Placement Agent, (ii) Memorandum or amendment or supplement thereto or application or document filed. This indemnity agreement is in addition to any other liability which the Placement Agent shall not may otherwise have employed counsel reasonably satisfactory to the Seller to have charge of the defense of such action within a reasonable time after notice of commencement of the action, or (iii) the Seller shall have reasonably concluded that there may be defenses available to it which are different from or additional to those available to Placement Agent (in which case the Placement Agent shall not have the right to direct the defense of such action, investigation, inquiry, suit or proceeding on behalf of the Seller), in any of which events such fees Company and expenses of one additional counsel shall be borne by the Placement Agent. Anything in this Section 12 to the contrary notwithstanding, Placement Agent shall not be liable for any settlement of any claim or action effected without its written consent; provided, however, that such consent was not unreasonably withheld. Placement Agent will not, without the prior written consent of the Seller, settle, compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, investigation, inquiry, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the Seller is the actual or potential party to such claim or action), unless such settlement, compromise or consent (i) includes an unconditional release of the Seller from all liability arising out of such claim, action, suit or proceeding and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of the Sellerother indemnified persons.