Common use of Indemnification; Contribution Clause in Contracts

Indemnification; Contribution. (a) The Company will indemnify and hold harmless each holder and each affiliate thereof of Common Stock registered pursuant to this Agreement with the Commission, or under any Blue Sky Law or regulation against any losses, claims, damages, or liabilities, joint or several, to which such holder may become subject under the Act or otherwise, insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, registration statement, prospectus, or any amendment or supplement thereto, 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 not misleading, and will reimburse each such holder and affiliate for any legal or other expenses reasonably incurred by such holder in connection with investigating or defending any such action or claim regardless of the negligence of any such holder or affiliate; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any preliminary prospectus, registration statement or prospectus, or any such amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by any such holder expressly for use therein.

Indemnification; Contribution. (a) The Company will indemnify agrees to indemnify, defend and hold harmless each holder Holder and each affiliate thereof person who controls any Holder within the meaning of Common Stock registered pursuant to this Agreement with Section 15 of the CommissionSecurities Act or Section 20 of the Exchange Act (each, or under any Blue Sky Law or regulation a "Holder Indemnified Party"), from and against any lossesloss, claimsdamage, damagesexpense, liability or liabilities, joint or several, to claim (including the reasonable cost of investigation) which such holder Holder Indemnified Party may become subject incur under the Securities Act, the Exchange Act or otherwise, insofar as such lossesloss, claimsdamage, damagesexpense, liability or liabilities (or actions in respect thereof) arise claim arises out of or are is based upon an any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, registration statement, prospectus, Shelf Registration Statement or Prospectus or in any amendment or supplement theretothereto or in any preliminary prospectus, or arise arises out of or are is based upon the any omission or alleged omission to state therein a material fact required to be stated therein in any Shelf Registration Statement or in any amendment or supplement thereto or necessary to make the statements therein not misleading, and will reimburse each such holder and affiliate for any legal or other expenses reasonably incurred by such holder in connection with investigating or defending any such action or claim regardless of the negligence of any such holder or affiliate; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, or liability arises out of or is based upon an any omission or alleged omission to state a material fact necessary in order to make the statements made in any Prospectus or in any amendment or supplement thereto or in any preliminary prospectus, in the light of the circumstances under which they were made, not misleading, except insofar as any such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or omission or alleged untrue statement or omission or alleged omission made in any preliminary prospectus, registration statement or prospectusof a material fact contained in, or any such amendment or supplement theretoomitted from, in reliance upon and in conformity with written information furnished in writing by or on behalf of any Holder to the Company by any such holder expressly for use therein.

Indemnification; Contribution. (a) The Company will agrees to indemnify and hold harmless each holder and each affiliate thereof seller of Common Stock registered Registrable Securities covered by a Registration Statement filed pursuant to this Agreement with Agreement, and such seller's partners, directors, officers, employees and any Person who controls such seller under the CommissionSecurities Act (each, or under any Blue Sky Law or regulation an "Indemnitee") from and against any and all losses, claims, damages, or liabilities, joint or several, to which such holder may become subject under the Act or otherwise, insofar as such losses, claims, damages, or liabilities and expenses (or actions in respect thereofincluding reasonable costs of investigation) arise arising out of or are based upon an any untrue statement or alleged untrue statement of a material fact contained in any preliminary prepricing prospectus, registration statement, prospectus, statement or prospectus or in any amendment or supplement thereto, or arise arising out of or are based upon the 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, and will reimburse each except insofar as such holder and affiliate for any legal losses, claims, damages, liabilities or other expenses reasonably incurred by such holder in connection with investigating or defending any such action or claim regardless of the negligence of any such holder or affiliate; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, or liability arises rise out of or is are based upon an any untrue statement or omission or alleged untrue statement or omission which has been made therein or alleged omission made in any preliminary prospectus, registration statement or prospectus, or any such amendment or supplement thereto, omitted therefrom in reliance upon and in conformity with written the information relating to a participating Holder furnished in writing to the Company by any such holder or on behalf of a participating Holder expressly for use thereinin connection therewith. The foregoing indemnity agreement shall be in addition to any liability which the Company may otherwise have.

Indemnification; Contribution. (a) The Company will indemnify and hold harmless each Each holder and each affiliate thereof of Common Stock registered pursuant to this Agreement with will indemnify and hold harmless the Commission, or under any Blue Sky Law or regulation Company against any losses, claims, damages, damages or liabilities, joint or several, liabilities to which such holder the Company may become subject subject, under the Act or otherwise, insofar as such losses, claims, damages, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, registration statement, statement or prospectus, or any amendment or supplement thereto, 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 not misleading, and will reimburse in each such holder and affiliate for any legal or other expenses reasonably incurred by such holder in connection with investigating or defending any such action or claim regardless of the negligence of any such holder or affiliate; provided, however, that the Company shall not be liable in any such case to the extent extent, but only to the extent, that any (i) such loss, claim, damage, or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission was made in any preliminary prospectus, registration statement or prospectus, or any such amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by any such holder expressly for use therein, or (ii) you failed to deliver an amendment or supplement to the prospectus that the Company made available to you prior to the applicable date of sale of Common Stock to which the claim relates and that corrected any statement or omission in a preliminary prospectus, registration statement or prospectus that forms the basis for a claim against the Company.

Indemnification; Contribution. (a) The Company will indemnify and hold harmless each holder and each affiliate thereof of Common Warrant Stock registered pursuant to this Agreement with the Commission, or under any Blue Sky Law blue sky law or regulation regulation, against any losses, claims, damages, damages or liabilities, joint or several, to which such holder may become subject under the Act or otherwise, insofar as but only to the extent that such losses, claims, damages, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, registration statement, prospectus, prospectus or any amendment or supplement thereto, 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 not misleading, and will reimburse each such holder and affiliate for any legal or other expenses reasonably incurred by such holder in connection with investigating or defending any such action or claim regardless of the negligence of any such holder or affiliateclaim; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any preliminary prospectus, registration statement or prospectus, or any such amendment or supplement theretodocument, in reliance upon and in conformity with written information furnished to the Company by any such holder expressly for use therein.

Indemnification; Contribution. (a) The Company will indemnify and hold harmless each holder and each affiliate thereof of Common Stock registered pursuant to this Agreement with the Commission, or under any Blue Sky Law or regulation against any losses, claims, damages, or liabilities, joint or several, to which such holder may become subject under the Act or otherwise, insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, registration statement, prospectus, Offering Memorandum or any amendment or supplement thereto, 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 not misleading, and will reimburse each such holder and affiliate for any legal or other expenses reasonably incurred by such holder in connection with investigating or defending any such action or claim regardless of the negligence of any such holder or affiliate; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any preliminary prospectus, registration statement or prospectusOffering Memorandum, or any such amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by any such holder expressly for use therein.

Indemnification; Contribution. (a) The Company will indemnify and hold harmless each holder and each affiliate thereof of Common Warrant Stock registered pursuant to this Agreement with the Commission, or under any Blue Sky Law blue sky law or regulation regulation, against any losses, claims, damages, damages or liabilities, joint or several, to which such holder may become subject under the Act or otherwise, insofar as but only to the extent that such losses, claims, damages, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, registration statement, prospectus, prospectus or any amendment or supplement thereto, 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 not misleading, and will reimburse each such holder and affiliate for any legal or other expenses reasonably incurred by such holder in connection with investigating or defending any such action or claim regardless of the negligence of any such holder or affiliateclaim; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any preliminary prospectus, registration statement or prospectus, or any such amendment or supplement theretodocument, in reliance upon and in conformity with written information furnished to the Company by any such holder expressly for use therein.

Indemnification; Contribution. (ai) The Company will indemnify and hold harmless each holder and each affiliate thereof of Common Stock registered pursuant to this Agreement with the Commission, or under any Blue Sky Law or regulation against any losses, claims, damages, or liabilities, joint or several, to which such holder may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, registration statement, prospectus, or any amendment or supplement thereto, 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 not misleading, and will reimburse each such holder and affiliate for any legal or other expenses reasonably incurred by such holder in connection with investigating or defending any such action or claim regardless of the negligence of any such holder or affiliate; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any preliminary prospectus, registration statement or prospectus, or any such amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by any such holder expressly for use therein.

Indemnification; Contribution. (a) The Company will indemnify and hold harmless each holder and each affiliate thereof of Common Stock registered pursuant to this Agreement with the Commission, or under any Blue Sky Law or regulation against any losses, claims, damages, or liabilities, joint or several, to which such holder may become subject under the Act or otherwise, insofar as such losses, claims, damages, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, registration statement, prospectus, or any amendment or supplement thereto, 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 not misleading, and will reimburse each such holder and affiliate for any legal or other expenses reasonably incurred by such holder in connection with investigating or defending any such action or claim regardless of the negligence of any such holder or affiliate; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any preliminary prospectus, registration statement or prospectus, or any such amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by any such holder expressly for use therein.

Indemnification; Contribution. (a) The Company will Buyer agrees to indemnify and hold harmless the Seller, the directors, officers, employees, subsidiaries and agents of each holder such Holder and each affiliate thereof Person who controls the Seller within the meaning of Common Stock registered pursuant to this Agreement with the CommissionSecurities Act or the Exchange Act (a "Controlling Person"), or under any Blue Sky Law or regulation from and against any and all losses, claims, damages, liabilities and expenses (including, without limiting the foregoing but subject to Section 4(c) hereof, the legal and other expenses incurred in connection with any action, suit or liabilities, joint proceeding or several, to which such holder may become subject under the Act or otherwise, insofar as such losses, claims, damages, or liabilities (or actions in respect thereofany claim asserted) arise arising out of or are based upon an any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, registration statement, prospectusRegistration Statement or Prospectus (as amended or supplemented if the Buyer shall have furnished any amendments or supplements thereto), or any amendment or supplement thereto, or arise arising out of or are based upon the 4 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, and will reimburse each such holder and affiliate for any legal or other expenses reasonably incurred by such holder in connection with investigating or defending any such action or claim regardless of the negligence of any such holder or affiliate; provided, however, provided that the Company Buyer shall not be liable in any such case to the Seller to the extent that any such losslosses, claimclaims, damagedamages, liabilities or liability arises expenses arise out of or is are based upon an any such untrue statement or omission or alleged untrue statement or omission or alleged omission made in any preliminary prospectus, registration statement or prospectus, or any such amendment or supplement thereto, in reliance upon and in conformity with written information furnished specifically relating to the Company Seller, furnished in writing to the Buyer by any such holder the Seller expressly for use thereinin such Registration Statement or Prospectus.