Common use of Indemnification by the Investor Clause in Contracts

Indemnification by the Investor. The Investor shall indemnify and hold harmless the Company, each of its directors, officers, employees and Affiliates, and each Person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act from and against all losses, claims, damages, liabilities and expenses (including reasonable costs of defense and investigation and all reasonable attorneys fees) to which the Company and each such other Person may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages, liabilities and expenses arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Current Report, the Registration Statement or any Prospectus Supplement or Permitted Free Writing Prospectus, or in any amendment thereof or supplement thereto, 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 light of the circumstances under which they were made, not misleading, in each case, to the extent, but only to the extent, the untrue statement, alleged untrue statement, omission or alleged omission was made in reliance upon, and in conformity with, written information furnished by the Investor to the Company expressly for inclusion in the Current Report, the Registration Statement or such Prospectus Supplement or Permitted Free Writing Prospectus, or any amendment thereof or supplement thereto. The Investor shall reimburse the Company and each such director, officer or controlling Person promptly upon demand for all legal and other costs and expenses reasonably incurred by the Company or such indemnified Persons in investigating, defending against, or preparing to defend against any such claim, action, suit or proceeding with respect to which it is entitled to indemnification.

Indemnification by the Investor. The Investor shall indemnify and hold harmless the Company, each of its directors, directors and officers, employees and Affiliates, and each Personperson, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act from and against all losses, claims, damages, liabilities and expenses (including reasonable costs of defense and investigation and all reasonable attorneys fees) to which the Company and each such other Person person may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages, liabilities and expenses (or actions in respect thereof) arise out of or are based upon (i) any violation of law (including United States federal securities laws) in connection with the transactions contemplated by this Agreement by the Investor or any of its affiliates, officers, directors or employees, or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Current Report, the Registration Statement Report or any Prospectus Supplement or Permitted Free Writing Prospectus, or in any amendment thereof or supplement thereto, 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 light of the circumstances under which they were made, not misleading, in each case, to the extent, but only to the extent, the untrue statement, alleged untrue statement, omission or alleged omission was made in reliance upon, and in conformity with, written information furnished by the Investor to the Company expressly for inclusion in the Current Report, the Registration Statement Report or such Prospectus Supplement or Permitted Free Writing Prospectus, or any amendment thereof or supplement theretoSupplement. The Investor shall reimburse the Company and each such director, officer or controlling Person person promptly upon demand for all legal and other costs and expenses reasonably incurred by the Company or such indemnified Persons persons in investigating, defending against, or preparing to defend against any such claim, action, suit or proceeding with respect to which it is entitled to indemnification.

Indemnification by the Investor. The Investor shall indemnify and hold harmless the Company, each of its directors, officers, employees and Affiliates, and each Person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act from and against all losses, claims, damages, liabilities and expenses (including reasonable costs of defense and investigation and all reasonable attorneys attorneys' fees) to which the Company and each such other Person may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages, liabilities and expenses arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Current Report, the Registration Statement or any Prospectus Supplement or Permitted Free Writing Prospectus, or in any amendment thereof or supplement thereto, 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 light of the circumstances under which they were made, not misleading, in each case, to the extent, but only to the extent, the untrue statement, alleged untrue statement, omission or alleged omission was made in reliance upon, and in conformity with, written information furnished by the Investor to the Company expressly for inclusion in the Current Report, the Registration Statement or such Prospectus Supplement or Permitted Free Writing Prospectus, or any amendment thereof or supplement thereto. The Investor shall reimburse the Company and each such director, officer or controlling Person promptly upon demand for all legal and other costs and expenses reasonably incurred by the Company or such indemnified Persons in investigating, defending against, or preparing to defend against any such claim, action, suit or proceeding with respect to which it is entitled to indemnification.

Indemnification by the Investor. The Investor shall agrees to indemnify and hold harmless the Company, each of its directorsAffiliates, officers, directors, employees and Affiliatesduly authorized agents, and each Person, if any, who controls the Company within the meaning of Section 15 Controlling Persons of the Securities Act or Section 20(a) of the Exchange Act Company, from and against all losses, claims, damages, liabilities and expenses (including reasonable costs of defense and investigation any and all reasonable attorneys fees) Damages, joint or several, and any action or proceeding in respect thereof to which the Company Investor, its partners, Affiliates, officers, directors, employees and each duly authorized agents, and any such other Person Controlling Person, may become subject, subject under the Securities Act or otherwise, as incurred, insofar as such losses, claims, damages, liabilities and expenses Damages (or actions or proceedings in respect thereof) arise out of of, or are based upon upon, any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement, preliminary prospectus or prospectus relating to the Current Report, the Registration Statement Registrable Securities or any Prospectus Supplement or Permitted Free Writing Prospectusarises out of, or in any amendment thereof or supplement theretoare based upon, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, therein not misleading in light of the circumstances under which they were made, not misleading, in each case, to the extent, but only to the extent, the extent that any such untrue statement, alleged untrue statement, omission or alleged omission was is made in reliance upon, upon and in conformity with, with written information furnished to the Company by the Investor to which is specifically intended for by the Company expressly Investor for inclusion use in the Current Reportpreparation of any such Registration Statement, the Registration Statement preliminary prospectus or such Prospectus Supplement or Permitted Free Writing Prospectusprospectus, or any amendment thereof or supplement thereto. The Investor and shall reimburse the Company Company, its partners, Affiliates, officers, directors, employees and duly authorized agents, and each such directorControlling Person, officer or controlling Person promptly upon demand for all any legal and other costs and expenses reasonably incurred by the Company Investor, its partners, Affiliates, officers, directors, employees and duly authorized agents, or any such indemnified Persons Controlling Person, as incurred, in investigating, investigating or defending against, or preparing to defend against any such claim, action, suit Damages or proceeding with respect to which it is entitled to indemnificationactions or proceedings.

Indemnification by the Investor. The Investor shall hereby agrees to indemnify and hold harmless the Company, each of its directors, officers, employees and Affiliates, directors and each Person, if any, Person who controls the Company within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act Act, from and against against, and agrees to reimburse the Company, its officers, directors and controlling Persons with respect to, any and all claims, actions, demands, losses, claims, damages, liabilities and liabilities, costs or expenses (including reasonable costs of defense and investigation and all reasonable attorneys fees) to which the Company and each Company, its officers, directors or such other Person controlling Persons may become subject, subject under the Securities Act or otherwise, insofar as such claims, actions, demands, losses, claims, damages, liabilities and liabilities, costs or expenses arise out of or are based upon caused by any untrue statement or alleged untrue statement of a any material fact contained in a registration statement that includes the Current ReportRegistrable Securities of the Investor, the Registration Statement any prospectus contained therein or any Prospectus Supplement or Permitted Free Writing Prospectus, or in any amendment thereof or supplement thereto, or any are caused by the omission or the 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 in which they were made, not misleading, in each case, case to the extent, but only to the extent, the that such untrue statement, statement or alleged untrue statement, statement or omission or alleged omission was so made in reliance upon, upon and in strict conformity with, with written information furnished by the Investor to the Company expressly specifically for inclusion use in the Current Reportpreparation thereof. Notwithstanding the foregoing, the Registration Statement or such Prospectus Supplement or Permitted Free Writing Prospectus, or any amendment thereof or supplement thereto. The Investor shall reimburse be obligated hereunder to pay no more than the Company and each net proceeds realized by it upon its sale of Registrable Securities included in such director, officer or controlling Person promptly upon demand for all legal and other costs and expenses reasonably incurred by the Company or such indemnified Persons in investigating, defending against, or preparing to defend against any such claim, action, suit or proceeding with respect to which it is entitled to indemnificationregistration statement.

Indemnification by the Investor. The Investor shall agrees, as a consequence of and upon the inclusion of any of its Registrable Securities in a Registration Statement which facilitates the disposition of Registrable Securities, to (i) indemnify and hold harmless the Company, each of its directors, officers, employees and Affiliates, its officers and each Personperson, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20(a) 20 of the Exchange Act from and Act, against all any losses, claims, damages, damages or liabilities and expenses (including reasonable costs of defense and investigation and all reasonable attorneys fees) to which the Company and each or such other Person persons may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages, damages or liabilities and expenses (or actions in respect thereof) arise out of or are based upon any an untrue statement or alleged untrue statement of a material fact contained in the Current Report, the such Registration Statement or any Prospectus Supplement or Permitted Free Writing Prospectus, arise out of or in any amendment thereof or supplement thereto, or any 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, therein (in light of the circumstances under which they were made, in the case of the Prospectus), not misleading, in each case, case to the extent, but only to the extent, the that such untrue statement, statement or alleged untrue statement, statement or omission or alleged omission was made in reliance upon, upon and in conformity with, with written information furnished to the Company by the Investor to the Company expressly for inclusion in the Current Reportuse therein; provided, the Registration Statement or such Prospectus Supplement or Permitted Free Writing Prospectushowever, or any amendment thereof or supplement thereto. The that Investor shall not be liable under this Section 6(b) for any amount in excess of the gross proceeds paid to such Investor in respect of shares sold by it, and (ii) reimburse the Company and each such director, officer for any legal or controlling Person promptly upon demand for all legal and other costs and expenses reasonably incurred by the Company in connection with investigating or such indemnified Persons in investigating, defending against, or preparing to defend against any such claim, action, suit action or proceeding with respect to which it is entitled to indemnificationclaim as such expenses are incurred.

Indemnification by the Investor. The Investor shall indemnify and hold harmless the Company, each of its directors, directors and officers, employees and Affiliates, and each Person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act from and against all losses, claims, damages, liabilities and expenses (including reasonable costs of defense and investigation and all reasonable attorneys fees) to which the Company and each such other Person may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages, liabilities and expenses (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Current Report, the Registration Statement Report or any Prospectus Supplement or Permitted Free Writing Prospectus, or in any amendment thereof or supplement thereto, 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 light of the circumstances under which they were made, not misleading, in each case, to the extent, but only to the extent, the untrue statement, alleged untrue statement, omission or alleged omission was made in reliance upon, and in conformity with, written information furnished by the Investor to the Company expressly for inclusion in the Current Report, the Registration Statement Report or such Prospectus Supplement or Permitted Free Writing Prospectus, or any amendment thereof or supplement thereto. The Investor shall reimburse the Company and each such director, officer or controlling Person promptly upon demand for all legal and other costs and expenses reasonably incurred by the Company or such indemnified Persons in investigating, defending against, or preparing to defend against any such claim, action, suit or proceeding with respect to which it is entitled to indemnification.

Indemnification by the Investor. The Investor shall agrees to indemnify and hold harmless the Company, each of its directorsAffiliates, officers, directors, employees and Affiliatesduly authorized agents, and each Person, if any, who controls the Company within the meaning of Section 15 Controlling Persons of the Securities Act or Section 20(a) of the Exchange Act Company, from and against all losses, claims, damages, liabilities and expenses (including reasonable costs of defense and investigation any and all reasonable attorneys fees) Damages, joint or several, and any action or proceeding in respect thereof to which the Company Investor, its partners, Affiliates, officers, directors, employees and each duly authorized agents, and any such other Person Controlling Person, may become subject, subject under the Securities Act or otherwise, as incurred, insofar as such losses, claims, damages, liabilities and expenses Damages (or actions or proceedings in respect thereof) arise out of of, or are based upon upon, any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement, preliminary prospectus or prospectus relating to the Current Report, the Registration Statement Registrable Securities or any Prospectus Supplement or Permitted Free Writing Prospectusarises out of, or in any amendment thereof or supplement theretoare based upon, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, therein not misleading in light of the circumstances under which they were made, not misleading, in each case, to the extent,, but only to the extent, the extent that any such untrue statement, alleged untrue statement, omission or alleged omission was is made in reliance upon, upon and in conformity with, with written information furnished to the Company by the Investor to which is specifically intended for by the Company expressly Investor for inclusion use in the Current Reportpreparation of any such Registration Statement, the Registration Statement preliminary prospectus or such Prospectus Supplement or Permitted Free Writing Prospectusprospectus, or any amendment thereof or supplement thereto. The Investor and shall reimburse the Company Company, its partners, Affiliates, officers, directors, employees and duly authorized agents, and each such directorControlling Person, officer or controlling Person promptly upon demand for all any legal and other costs and expenses reasonably incurred by the Company Investor, its partners, Affiliates, officers, directors, employees and duly authorized agents, or any such indemnified Persons Controlling Person, as incurred, in investigating, investigating or defending against, or preparing to defend against any such claim, action, suit Damages or proceeding with respect to which it is entitled to indemnificationactions or proceedings.

Indemnification by the Investor. The Investor shall indemnify and hold harmless the Company, each of its directors, directors and officers, employees and Affiliates, and each Personperson, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act from and against all losses, claims, damages, liabilities and expenses (including reasonable costs of defense and investigation and all reasonable attorneys fees) to which the Company and each such other Person person may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages, liabilities and expenses (or actions in respect thereof) arise out of or are based upon (a) any untrue statement or alleged untrue statement of a material fact contained in the Current Report, the Registration Statement Report or any Prospectus Supplement or Permitted Free Writing Prospectus, or in any amendment thereof or supplement thereto, 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 light of the circumstances under which they were made, not misleading, in each case, to the extent, but only to the extent, the untrue statement, alleged untrue statement, omission or alleged omission was made in reliance upon, and in conformity with, written information furnished by the Investor to the Company expressly for inclusion in the Current Report, the Registration Statement Report or such Prospectus Supplement or Permitted Free Writing Prospectus, or any amendment thereof or supplement thereto, or (b) any untrue statement or alleged untrue statement of a material fact contained in the FINRA Filing, or any amendment thereof or supplement thereto, or any omission or alleged omission to state therein a material fact necessary in order to comply with FINRA Rule 5110, in each case, to the extent, but only to the extent, the untrue statement, alleged untrue statement, omission or alleged omission was made in reliance upon, and in conformity with, written information furnished by the Investor to the Company expressly for inclusion in the FINRA Filing, or any amendment thereof or supplement thereto. The Investor shall reimburse the Company and each such director, officer or controlling Person person promptly upon demand for all legal and other costs and expenses reasonably incurred by the Company or such indemnified Persons persons in investigating, defending against, or preparing to defend against any such claim, action, suit or proceeding with respect to which it is entitled to indemnification.

Indemnification by the Investor. The Investor shall indemnify and hold harmless the Company, each of its directors, officers, employees and Affiliates, and each Person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act from and against all losses, claims, damages, liabilities and expenses (including reasonable costs of defense and investigation and all reasonable attorneys attorneys’ fees) to which the Company and each such other Person may become becomes subject, under the Securities Act or otherwise, insofar as such losses, claims, damages, liabilities and expenses arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Current Report, the Registration Statement or any Prospectus Supplement or Permitted Free Writing Prospectus, or in any amendment thereof or supplement thereto, 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 light of the circumstances under which they were made, not misleading, in each case, to the extent, but only to the extent, the untrue statement, alleged untrue statement, omission or alleged omission was made in reliance upon, and in conformity with, written information furnished by the Investor to the Company expressly for inclusion in the Current Report, the Registration Statement or such Prospectus Supplement or Permitted Free Writing Prospectus, or any amendment thereof or supplement thereto. The Investor shall reimburse the Company and each such director, officer or controlling Person promptly upon demand for all legal and other costs and expenses reasonably incurred by the Company or such indemnified Persons in investigating, defending against, or preparing to defend against any such claim, action, suit or proceeding with respect to which it is entitled to indemnification.