Common use of Indemnification by Stockholder Clause in Contracts

Indemnification by Stockholder. Stockholder agrees to (i) indemnify, defend and hold harmless Issuer, and each Person who participates as a sales or placement agent or underwriter in any offering or sale of the Registered Shares, against any losses, claims, damages or liabilities to which Issuer may become subject, insofar as such losses, claims, damages or liabilities (including any amounts paid in settlement as provided herein), or actions or proceedings in respect thereof, arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in a Registration Statement, or any preliminary or final prospectus contained therein, or any amendment or supplement thereto, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to Issuer by Stockholder expressly for use therein, and (ii) reimburse Issuer and any such agent or underwriter for any legal or other out-of-pocket expenses reasonably incurred by them in connection with investigating or defending any such action, proceeding or claim; provided, however, that the liability of Stockholder shall be limited to the proceeds received by Stockholder and each Seller from the sale of Registered Shares under such Registration Statement.

Indemnification by Stockholder. In connection with the Registration Statement Stockholder agrees will furnish to the Company in writing such information as the Company reasonably requests for use in connection with the Registration Statement or Prospectus and will indemnify, to the fullest extent permitted by law, the Company, its directors and officers, 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, from and against all Losses arising out of or based upon (i) indemnify, defend any disposition of Registrable Securities after receiving notice of a Black-Out and hold harmless Issuer, and each Person who participates as a sales or placement agent or underwriter in any offering or sale prior to receiving Advice under Section 5 that use of the Registered Shares, against Prospectus may be resumed or (ii) any losses, claims, damages or liabilities to which Issuer may become subject, insofar as such losses, claims, damages or liabilities (including any amounts paid in settlement as provided herein), or actions or proceedings in respect thereof, arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in a the Registration Statement, Prospectus or any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereto, or arise arising out of or are based upon any omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made is finally judicially determined by a court to have been contained in reliance upon and any information so furnished in conformity with written information furnished to Issuer writing by Stockholder to the Company expressly for use thereinin such Registration Statement or Prospectus and was relied upon by the Company in the preparation of the Registration Statement, and (ii) reimburse Issuer and any such agent Prospectus or underwriter for any legal or other out-of-pocket expenses reasonably incurred by them in connection with investigating or defending any such action, proceeding or claim; provided, however, that preliminary prospectus. In no event will the liability of Stockholder shall hereunder be limited to greater in amount than the dollar amount of the proceeds (net of payment of all expenses and underwriter's discounts and commissions) received by Stockholder and each Seller from upon the sale of Registered Shares under the Registrable Securities giving rise to such Registration Statementindemnification obligation.

Indemnification by Stockholder. Stockholder agrees to (i) indemnify, defend indemnify and hold harmless Issuerthe Company, and its directors and officers who sign the Registration Statement and each Person Person, if any, who participates as a sales or placement agent or underwriter in any offering or sale controls the Company within the meaning of either Section 15 of the Registered SharesAct or Section 20 of the Exchange Act, against any losses, claims, damages or liabilities to which Issuer the Company or such other persons may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (including any amounts paid in settlement as provided herein), or actions or proceedings in respect thereof, ) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in a the Registration Statement, Statement or any preliminary or final prospectus contained thereinProspectus, or any amendment or supplement theretosupplement, or arise out of or are based upon any 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, in each case to the extent, but only to the extent extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to Issuer the Company by Stockholder expressly for use therein, and (ii) reimburse Issuer and any such agent or underwriter the Company for any legal or other out-of-pocket expenses reasonably incurred by them the Company in connection with investigating or defending any such action, proceeding action or claim; provided, however, that the liability of Stockholder shall be limited to the proceeds received by Stockholder and each Seller from the sale of Registered Shares under claim as such Registration Statementexpenses are incurred.

Indemnification by Stockholder. The Stockholder agrees to (i) indemnify, defend shall indemnify and hold harmless Issuerthe Company and its directors, officers, agents and each Person who participates employees to the fullest extent permitted by applicable law, from and against all Losses (as determined by a sales court of competent jurisdiction in a final judgment not subject to appeal or placement agent or underwriter in any offering or sale of the Registered Shares, against any losses, claims, damages or liabilities to which Issuer may become subject, insofar as such losses, claims, damages or liabilities (including any amounts paid in settlement as provided herein), or actions or proceedings in respect thereof, arise review) arising solely out of or are based upon an untrue statement or alleged any untrue statement of a material fact contained in a the Registration Statement, any Prospectus, or any preliminary or final prospectus contained thereinform of prospectus, or in any amendment or supplement thereto, or arise arising out of or are based upon relating to any omission or alleged omission to state therein 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, in each case but only to the extent that (i) such untrue statement statements or alleged untrue statement or omission or alleged omission was made in reliance omissions are based solely upon and in conformity with written information regarding the Stockholder furnished to Issuer the Company by the Stockholder in writing expressly for use therein, and or (ii) reimburse Issuer to the extent that such information relates to the Stockholder or the Stockholder’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by the Stockholder expressly for use in the Registration Statement (it being understood that any plan of distribution, as the same may be modified by the Stockholder and other information provided by the Stockholder to the Company in or pursuant to the Transaction Documents constitutes information reviewed and expressly approved by such agent Stockholder in writing expressly for use in the Registration Statement), such Prospectus or underwriter for such form of prospectus or in any legal amendment or other out-of-pocket expenses reasonably incurred by them in connection with investigating or defending any such action, proceeding or claim; provided, however, that supplement thereto. In no event shall the liability of any the Stockholder shall hereunder be limited to greater in amount than the dollar amount of the net proceeds received by the Stockholder and each Seller from upon the sale of Registered Shares under the Registrable Securities giving rise to such Registration Statementindemnification obligation.

Indemnification by Stockholder. Stockholder agrees to (i) indemnify, defend and hold harmless Issuer, and each Person who participates as a sales or placement agent or underwriter in any offering or sale of the Registered Shares, against any losses, claims, damages or liabilities to which Issuer may become subject, insofar as such losses, claims, damages or liabilities (including any amounts paid in settlement as provided herein), or actions or proceedings in respect thereof, arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in a Registration Statement, or any preliminary or final prospectus contained therein, or any amendment or supplement thereto, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to Issuer by Stockholder expressly for use therein, and (ii) reimburse Issuer and any such agent or underwriter for any legal or other out-of-pocket expenses reasonably incurred by them in connection with investigating or defending any such action, proceeding or claim; provided, however, that the liability of Stockholder shall be limited to the proceeds received by Stockholder and each Seller from the sale of Registered Shares under such Registration Statement.

Indemnification by Stockholder. Stockholder agrees to (i) indemnify, defend indemnify and hold harmless Issuerthe Company, and its directors and officers who sign the Registration Statement and each Person Person, if any, who participates as a sales or placement agent or underwriter in any offering or sale controls the Company within the meaning of either Section 15 of the Registered SharesSecurities Act or Section 20 of the Exchange Act, against any losses, claims, damages or liabilities to which Issuer the Company or such other persons may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (including any amounts paid in settlement as provided herein), or actions or proceedings in respect thereof, ) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in a the Registration Statement, Statement or any preliminary or final prospectus contained thereinProspectus, or any amendment or supplement theretosupplement, or arise out of or are based upon any 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, in each case to the extent, but only to the extent extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to Issuer the Company by Stockholder expressly for use thereinStockholder, and (ii) reimburse Issuer and any such agent or underwriter the Company for any legal or other out-of-pocket expenses reasonably incurred by them the Company in connection with investigating or defending any such action, proceeding action or claim; provided, however, that the liability of Stockholder shall be limited to the proceeds received by Stockholder and each Seller from the sale of Registered Shares under claim as such Registration Statementexpenses are incurred.