Common use of Indemnity Provisions Clause in Contracts

Indemnity Provisions. 1. The Company shall indemnify, defend and hold the Underwriter (including any underwriter, dealer or securities dealer associated with the Underwriter), and each person, if any, who controls the Underwriter within the meaning of Section 15 of the Act, free and harmless from and against any and all losses, claims, demands, liabilities, and expenses (including reasonable legal or other expense incurred by each Underwriter and controlling person in connection with defending any claims or liabilities, whether or not resulting in any liability to the Underwriter (or to any controlling person), which the Underwriter or controlling person may incur under the Act or at common law or otherwise, but only to the extent that the losses, claims, demands, liabilities, and expenses arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or in the Prospectus, or in any amendment or amendments to the Registration Statement or the Prospectus, or in any application or other papers executed by any underwriter or dealer with the written approval of the Company for filing in any state or states in order to qualify the securities covered by this Agreement under the securities laws of those state (the "Blue Sky Application"), or arise out of or are based upon any omission or alleged omission to state in these documents a material fact required to be stated in them or necessary to make the statements in them not misleading, provided, however, that this indemnity agreement shall not apply to any losses, claims, demands, liabilities, or expenses arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus or in any amendment or amendments to them or in any Blue Sky Application, or arising out of or based upon the omission or alleged omission to state in these documents a material fact required to be stated in them or necessary to make the statements in them not misleading, which statement or omission was made in reliance upon information furnished to the Company by the Underwriter in writing expressly for use in the Registration Statement or the Prospectus or in any amendment or amendments to them, or was made by the Underwriter in a Blue Sky Application not in reliance upon information furnished by the Company.

Indemnity Provisions. 1. The Company shall agrees to indemnify, defend defend, and hold the each Underwriter (including any underwriter, dealer or securities dealer associated with the Underwriterspecifically such Underwriter added as provided in Article II hereof), and each person, if any, who controls the any such Underwriter within the meaning of Section 15 of the Act, free and harmless from and against any and all losses, claims, demandsdamages, liabilities, and liabilities or expenses (including reasonable legal or other expense expenses incurred by each such Underwriter and controlling person in connection with defending any such claims or liabilities, whether or not resulting in any liability to the such Underwriter (or to any controlling person), to which the such Underwriter or controlling person may incur become subject under the Act or at common law or otherwise, but only to the extent that the otherwise insofar as such losses, claims, demandsdamages, liabilities, and or 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 (i) the Registration Statement or in any post-effective amendment thereof (or supplement to the Prospectus), (ii) any Sales Literature, or in any amendment or amendments to the Registration Statement or the Prospectus, or in any application or other papers executed by any underwriter or dealer with the written approval of the Company for filing in any state or states in order to qualify the securities covered by this Agreement under the securities laws of those state (the "Blue Sky Application"), or arise out of or are based upon any omission or alleged omission to state in these documents a material fact required to be stated in them or necessary to make the statements in them not misleading, provided, however, that this indemnity agreement shall not apply to any losses, claims, demands, liabilities, or expenses arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus or in any amendment or amendments to them or in iii) any Blue Sky Application, or arising out of or based upon (b) the omission or alleged omission to state in these documents the Registration Statement or any post-effective amendment thereof or in any Sales Literature or in any Blue Sky Application, a material fact required to be stated in them therein or necessary to make the statements in them therein not misleading, or (c) any untrue statements or alleged untrue statements of a material fact contained in any preliminary Prospectus, if used prior to the Effective Date, or in the Prospectus (if applicable, as amended or as supplemented if the Company shall have filed with the Commission any amendment thereof or supplement thereto), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and will reimburse each Underwriter and Soliciting Dealer and each such controlling person for any legal or other expenses reasonably incurred by such Underwriter, Soliciting Dealer or such controlling person in connection with investigating or defending any such loss, claim, damage, liability or action, provided, however, that the Company will 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 was or alleged omission made in reliance upon and in conformity with information furnished to the Company by the or on behalf of any Underwriter in writing expressly or any Soliciting Dealer specifically for use with reference to such Underwriter or such Soliciting Dealer in the preparation of the Registration Statement or any such post-effective amendment thereof or any such Blue Sky Application or any such preliminary Prospectus or the Prospectus or any such amendment thereof or supplement thereto. The foregoing indemnity agreement is subject to the condition that, insofar as it relates to any untrue statement, alleged untrue statement, omission or alleged omission made in any preliminary Prospectus (or the Prospectus) but eliminated or remedied in the Prospectus (or in any amendment thereof or amendments supplement thereto), such indemnity agreement shall not inure to themthe benefit of any Underwriter or any Soliciting Dealer from whom the person asserting any loss, liability, claim or damage purchased the Interest which is the subject thereof (or to the benefit of any person who controls such Underwriter or such Soliciting Dealer), if a copy of the Prospectus (or of the Prospectus as so amended or supplemented) was made by not sent or given to such person at or prior to the Underwriter in a Blue Sky Application not in reliance upon information furnished time the subscription of such person was accepted by the Company. This indemnity agreement will be in addition to any liability which the Company may otherwise have.

Indemnity Provisions. 16.1. (a) The Company shall agrees to indemnify, defend defend, and hold the Underwriter (including any underwriter, dealer or securities dealer associated with the Underwriter), and each person, if any, who controls the Underwriter within the meaning of Section 15 of the Act, and each person executing a Selected Dealers Agreement with each Underwriter, free and harmless from and against any and all losses, claims, demandsdamages, liabilities, and expenses expenses, joint or several (including reasonable legal or other expense expenses incurred by each the Underwriter and controlling person in connection with defending any such claims or liabilities, whether or not resulting in any liability to the Underwriter (or to any controlling person), which the Underwriter or such controlling person may incur under the Act or at common law or otherwise, but only to the extent that the such losses, claims, demandsdamages, liabilities, and expenses shall arise out of or are be based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or in the Prospectus, prospectus or in any amendment or amendments to the Registration Statement or the prospectus (if such Registration Statement or Prospectus, or as from time to time amended and supplemented, are used by the Underwriter when seeking indemnity, in any application or accordance with the provisions of the Act and the Rules and Regulations, including those relating to delivery of other papers (hereinafter collectively called “blue sky application”) executed by any underwriter or dealer with the written approval of the Company Underwriter for filing in any state or states in order to qualify under the securities laws thereof the securities covered by this Agreement under the securities laws of those state (the "Blue Sky Application"Agreement), or shall arise out of or are be based upon any omission or alleged omission to state in these documents therein a material fact required to be stated in them the Registration Statement or Prospectus or in any amendment or amendments (if such Registration Statement and Prospectus, as from time to time amended and supplemented, are used by the Underwriter when seeking indemnity, in accordance with the provisions of the Act and the Rules and Regulations, including those relating to delivery of final prospectuses), or in any blue sky application or necessary to make the statements in them any thereof not misleading, ; provided, however, that this indemnity agreement shall not apply to any such losses, claims, demands, liabilities, or expenses arising out of of, or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus or in any amendment or amendments to them thereto or in any Blue Sky Applicationblue sky application arising out of, or arising out of or based upon upon, the omission or alleged omission to state in these documents therein a material fact required to be stated in them therein or necessary to make the statements in them therein not misleading, which statement or omission was made in reliance upon information furnished to the Company by the Underwriter in writing expressly for use in the Registration Statement or the Prospectus or in any amendment or amendments to them, thereto or was made by the Underwriter in a Blue Sky Application blue sky application not in reliance upon information furnished by the Company.

Indemnity Provisions. 1. The Company shall agrees to indemnify, defend and hold the each Underwriter (including any underwriterincluding, dealer or securities dealer associated with the Underwriterspecifically, such Underwriter added as provided in Article II hereof), and each person, if any, who controls the any such Underwriter within the meaning of Section 15 of the Act, free and harmless from and against any and all losses, claims, demandsdamages, liabilities, and liabilities or expenses (including reasonable legal or other expense expenses incurred by each such Underwriter and controlling person in connection with defending any such claims or liabilities, whether or not resulting in any liability to the such Underwriter (or to any controlling person), to which the such Underwriter or controlling person may incur become subject under the Act or at common law or otherwise, but only to the extent that the otherwise insofar as such losses, claims, demandsdamages, 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 (i) the Registration Statement or in any post-effective amendment thereof (or supplement to the Prospectus), (ii) any Sales Literature, or in any amendment or amendments to the Registration Statement or the Prospectus, or in any application or other papers executed by any underwriter or dealer with the written approval of the Company for filing in any state or states in order to qualify the securities covered by this Agreement under the securities laws of those state (the "Blue Sky Application"), or arise out of or are based upon any omission or alleged omission to state in these documents a material fact required to be stated in them or necessary to make the statements in them not misleading, provided, however, that this indemnity agreement shall not apply to any losses, claims, demands, liabilities, or expenses arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus or in any amendment or amendments to them or in iii) any Blue Sky Application, or arising out of or based upon (b) the omission or alleged omission to state in these documents the Registration Statement or any post-effective amendment thereof or in any Sales Literature or in any Blue Sky Application, a material fact required to be stated in them therein or necessary to make the statements in them therein not misleading, or (c) any untrue statements or alleged untrue statements of a material fact contained in any preliminary Prospectus, if used prior to the Effective Date, or in the Prospectus (if applicable, as amended or as supplemented if the Company shall have filed with the Commission any amendment thereof or supplement thereto), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and will reimburse each Underwriter and Soliciting Dealer and each such controlling person for any legal or other expenses reasonably incurred by such Underwriter, Soliciting Dealer or such controlling person in connection with investigating or defending any such loss, claim, damage, liability or action, provided, however, that the Company will 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 was or alleged omission made in reliance upon and in conformity with information furnished to the Company by the or on behalf of any Underwriter in writing expressly or any Soliciting Dealer specifically for use with reference to such Underwriter or such Soliciting Dealer in the preparation of the Registration Statement or any such post-effective amendment thereof or any such Blue Sky Application or any such preliminary Prospectus or the Prospectus or any such amendment thereof or supplement thereto. The foregoing indemnity agreement is subject to the condition that, insofar as it relates to any untrue statement, alleged untrue statement, omission or alleged omission made in any preliminary Prospectus (or the Prospectus) but eliminated or remedied in the Prospectus (or in any amendment thereof or amendments supplement thereto), such indemnity agreement shall not inure to themthe benefit of any Underwriter or any Soliciting Dealer from whom the person asserting any loss, liability, claim or damage purchased the Interest which is the subject thereof (or to the benefit of any person who controls such Underwriter or such Soliciting Dealer), if a copy of the Prospectus (or of the Prospectus as so amended or supplemented) was made by not sent or given to such person at or prior to the Underwriter in a Blue Sky Application not in reliance upon information furnished time the subscription of such person was accepted by the Company. This indemnity agreement will be in addition to any liability which the Company may otherwise have.

Indemnity Provisions. 1. The Company shall indemnifyTenant and Landlord agree to exonerate, defend hold harmless, protect and hold the Underwriter (including any underwriter, dealer or securities dealer associated with the Underwriter), and indemnify each person, if any, who controls the Underwriter within the meaning of Section 15 of the Act, free and harmless other from and against any and all losses, damages, claims, demandssuits or actions, liabilitiesjudgments and costs which may arise during the primary term of this Lease (or any extension thereof) for personal injury, loss of life or loss or damage to any property sustained in or about the Premises or the Building resulting from, or arising, directly or indirectly, out of the use or occupancy of the Premises; and from and against all costs, counsel fees, expenses (including reasonable legal and liabilities incurred in any such claims, the investigation thereof or the defense of any action or proceeding brought thereon; and from and against any judgments, orders, decrees or liens resulting from such matters and any fines levied by any authority for violation of any law, regulation or ordinance by virtue of the ownership and/or use of the Building and the Premises. Landlord shall not be liable for any loss or damage to persons or property resulting from fire, explosion, falling plaster, steam, gas, electricity, water or rain which may leak from any part of the Premises or from the pipes, appliances or plumbing works therein or from the roof, street or subsurface or from any other places resulting from dampness or any other cause whatsoever, except personal injury caused by or due to the gross negligence of Landlord. Landlord shall not be liable for interference with the gas and/or electrical service, heating/air conditioning, or for any defect, latent or otherwise, in the Premises. Tenant shall give prompt notice to Landlord in case of fire or other casualty or accidents in the Premises. Tenant shall not permit any mechanic’s or materialmen’s liens to be filed against the Premises and hereby indemnifies and holds Landlord harmless from and against any liability, damage, expense or cost which may be incurred by each Underwriter and controlling person Landlord in connection with defending any claims mechanic’s or liabilities, whether or not resulting in any liability to materialmen’s liens which may be filed against the Underwriter (or to any controlling person), which the Underwriter or controlling person may incur under the Act or at common law or otherwise, but only to the extent that the losses, claims, demands, liabilities, and expenses arise out of or are based upon any untrue statement or alleged untrue statement of Premises as a material fact contained in the Registration Statement or in the Prospectus, or in any amendment or amendments to the Registration Statement or the Prospectus, or in any application or other papers executed by any underwriter or dealer with the written approval result of the Company for filing in provisions of this Lease. This indemnity shall specifically include attorneys’ fees and any state or states in order costs incurred by Landlord to qualify the securities covered by enforce this Agreement under the securities laws of those state (the "Blue Sky Application"), or arise out of or are based upon any omission or alleged omission to state in these documents a material fact required to be stated in them or necessary to make the statements in them not misleading, provided, however, that this indemnity agreement shall not apply to any losses, claims, demands, liabilities, or expenses arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus or in any amendment or amendments to them or in any Blue Sky Application, or arising out of or based upon the omission or alleged omission to state in these documents a material fact required to be stated in them or necessary to make the statements in them not misleading, which statement or omission was made in reliance upon information furnished to the Company by the Underwriter in writing expressly for use in the Registration Statement or the Prospectus or in any amendment or amendments to them, or was made by the Underwriter in a Blue Sky Application not in reliance upon information furnished by the Companyindemnity.

Indemnity Provisions. 1. The Company shall indemnifyTenant covenants and agrees, defend at its sole cost and hold expense, to indemnify and save harmless the Underwriter (including Landlord against and from any underwriterand all claims by or on behalf of any person, dealer firm or securities dealer associated with corporation, arising from the Underwriter)conduct or management of or from any work or thing whatsoever done in or about the demised premises during the Lease term or any extension thereof, and each further to indemnify and save the Landlord harmless against and from any and all claims arising from any condition on the demised premises, or arising from any breach or default on the part of the Tenant in the performance of any covenant or agreement on the part of the Tenant to be performed, pursuant to the terms of this Lease, or arising from any act or negligence of the Tenant, or any of its agents, contractors, servants, employees or licensees, or arising from any accident, injury or damage whatsoever caused to any person, if anyfirm or corporation (other than those caused by the Landlord or its servants and employees) occurring during the Lease term or any extension thereof, who controls in or about the Underwriter within the meaning of Section 15 of the Actdemised premises, free and harmless from and against all costs, counsel fees, expenses and liabilities incurred in or about any such claim, action or proceeding brought thereon; and all lossesin case any action or proceeding be brought against the Landlord by reason of any such claim, claimsthe Tenant upon notice from the Landlord covenants to resist or defend any such action or proceeding by counsel satisfactory to Landlord. The Tenant further covenants and agrees that the Landlord shall not be responsible or liable to the Tenant, demandsor any person, liabilitiesfirm or corporation claiming by, through or under the Tenant for, or by reason of, any defect in the demised premises, or from any injury or lose or damage to person or property resulting therefrom, and expenses (including reasonable legal the Landlord shall not be responsible or other expense incurred by each Underwriter and controlling person in connection with defending any claims or liabilities, whether or not resulting in any liability liable to the Underwriter (Tenant, or any person, firm or corporation claiming by, through or under the Tenant, for any injury, loss or damage to any persons or to the demised premises, or to any controlling property of the Tenant, or of any other person), which the Underwriter or controlling person may incur under the Act or at common law or otherwise, but only to the extent that the losses, claims, demands, liabilities, and expenses arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in or upon the Registration Statement demised premises, caused by or in the Prospectusarising from any defect whatsoever, or in by or from any amendment injury or amendments to damage caused by, arising or resulting from lightning, wind, tempest, water, snow or ice, in, upon or coming through or falling from the Registration Statement or the Prospectusroof, or in any application by or from other papers executed by any underwriter or dealer with the written approval actions of the Company for filing in any state or states in order to qualify the securities covered by this Agreement under the securities laws of those state (the "Blue Sky Application")elements, or arise out from any injury or damage caused by or arising, or resulting from acts of negligence of any occupant or are based upon occupants (other than the Landlord and its servants and employees) of adjacent, contiguous or neighboring premises, or any omission or alleged omission to state in these documents a material fact required to be stated in them or necessary to make the statements in them not misleading, provided, however, that this other cause whatsoever. The foregoing indemnity agreement provisions shall not apply to any losses, claims, demands, liabilities, or expenses arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus or in any amendment or amendments to them or in any Blue Sky Application, or arising out of or based upon the omission or alleged omission to state in these documents a material fact required to be stated in them or necessary to make the statements in them not misleading, which statement or omission was made in reliance upon information furnished to the Company losses occasioned by the Underwriter in writing expressly for use in the Registration Statement negligence of Landlord or the Prospectus or in any amendment or amendments to them, or was made by the Underwriter in a Blue Sky Application not in reliance upon information furnished by the Companyits employees.

Indemnity Provisions. 1. The Company shall indemnifyTenant and Landlord agree to exonerate, defend hold harmless, protect and hold the Underwriter (including any underwriter, dealer or securities dealer associated with the Underwriter), and indemnify each person, if any, who controls the Underwriter within the meaning of Section 15 of the Act, free and harmless other from and against any and all losses, damages, claims, demandssuits or actions, liabilitiesjudgments and costs which may arise during the primary term of this Lease (or any extension thereof) for personal injury, loss of life or loss or damage to any property sustained in or about the Premises or the Building resulting from, or arising, directly or indirectly, out of the use or occupancy of the Premises; and from and against all costs, counsel fees, expenses (including reasonable legal and liabilities incurred in any such claims, the investigation thereof or the defense of any action or proceeding brought thereon; and from and against any judgments, orders, decrees or liens resulting from such matters and any fines levied by any authority for violation of any law, regulation or ordinance by virtue of the ownership and/or use of the Building and the Premises. Landlord shall not be liable for any loss or damage to persons or property resulting from fire, explosion, falling plaster, steam, gas, electricity, water or rain which may leak from any part of the Premises or from the pipes, appliances or plumbing works therein or from the roof, street or subsurface or from any other places resulting from dampness or any other cause whatsoever, except personal injury caused by or due to the gross negligence of Landlord. Landlord shall not be liable for interference with the gas and/or electrical service, heating/air conditioning, or for any defect, latent or otherwise, in the Premises. Tenant shall give prompt notice to Landlord in case of fire or other casualty or accidents in the Premises. Tenant shall not permit any mechanic’s or materialmen’s liens to be filed against the Premises and hereby indemnifies and holds Landlord harmless from and against any liability, damage, expense or cost which may be incurred by each Underwriter and controlling person Landlord in connection with defending any claims mechanic’s or liabilities, whether or not resulting in any liability to materialmen’s liens which may be filed against the Underwriter (or to any controlling person), which the Underwriter or controlling person may incur under the Act or at common law or otherwise, but only to the extent that the losses, claims, demands, liabilities, and expenses arise out of or are based upon any untrue statement or alleged untrue statement of Premises as a material fact contained in the Registration Statement or in the Prospectus, or in any amendment or amendments to the Registration Statement or the Prospectus, or in any application or other papers executed by any underwriter or dealer with the written approval result of the Company for filing in provisions of this Lease. This indemnity shall specifically include attorneys’ fees and any state or states in order costs incurred by landlord to qualify the securities covered by enforce this Agreement under the securities laws of those state (the "Blue Sky Application"), or arise out of or are based upon any omission or alleged omission to state in these documents a material fact required to be stated in them or necessary to make the statements in them not misleading, provided, however, that this indemnity agreement shall not apply to any losses, claims, demands, liabilities, or expenses arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus or in any amendment or amendments to them or in any Blue Sky Application, or arising out of or based upon the omission or alleged omission to state in these documents a material fact required to be stated in them or necessary to make the statements in them not misleading, which statement or omission was made in reliance upon information furnished to the Company by the Underwriter in writing expressly for use in the Registration Statement or the Prospectus or in any amendment or amendments to them, or was made by the Underwriter in a Blue Sky Application not in reliance upon information furnished by the Companyindemnity.

Indemnity Provisions. 1. The Company shall indemnify, defend and hold the Underwriter Selling Agent (including any underwriter, dealer broker, or securities dealer associated with the UnderwriterSelling Agent), and each person, if any, who controls the Underwriter Selling Agent within the meaning of Section 15 of the Act, free and harmless from and against any and all losses, claims, demands, liabilities, and expenses (including reasonable legal or other expense incurred by each Underwriter Selling Agent and any controlling person in connection with defending any claims or liabilities, whether or not resulting in any liability to the Underwriter (Selling Agent or to any controlling person), which the Underwriter ) that Selling Agent or such controlling person may incur under the Act or at common law or otherwise, but only to the extent that the losses, claims, demands, liabilities, and expenses arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or in the Prospectus, or in any amendment or amendments to the Registration Statement or the Prospectus, or in any application or other papers executed by any underwriter selling agent or dealer with the written approval of the Company for filing in any state or states in order to qualify the securities Notes covered by this Agreement under the securities laws of those state states (the "Blue Sky ApplicationApplications"), or arise out of or are based upon any omission or alleged omission to state in these documents a material fact required to be stated in them or necessary to make the statements in them not misleading, ; provided, however, that this indemnity agreement shall not apply to any losses, claims, demands, liabilities, or expenses arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus or in any amendment or amendments to them or in any Blue Sky ApplicationApplications, or arising out of or based upon the omission or alleged omission to state in these documents a material fact required to be stated in them or necessary to make the statements in them not misleading, which statement or omission was made in reliance upon information furnished to the Company by the Underwriter Selling Agent in writing expressly for use in the Registration Statement or the Prospectus or in any amendment or amendments to them, or was made by the Underwriter Selling Agent in a Blue Sky Application not in reliance upon information furnished by the Company.

Indemnity Provisions. 1. (a) The Company shall Stockholders will indemnify, defend and hold the Underwriter (harmless Purchaser and its subsidiaries, Affiliates and agents, including any underwriterwithout limitation their respective officers, dealer or securities dealer associated with the Underwriter)directors, employees, members, managers, shareholders, successors and assigns and each person, if any, who controls the Underwriter or may control Purchaser within the meaning of Section 15 of the ActSecurities Act (collectively, free and harmless the “Purchaser Indemnitees”) from and against any and all losses, claims, demands, liabilities, and expenses Losses (including reasonable legal or other expense incurred by each Underwriter and controlling person in connection with defending any claims or liabilities, whether or not resulting involving a Third-Party Claim), incurred or sustained by Purchaser or any other Purchaser Indemnitee arising out of, directly or indirectly, (i) any inaccuracy in any liability to the Underwriter or breach (or to any controlling person)claim by any third party alleging or constituting an inaccuracy or breach) of any representation or warranty of the Company or a Stockholder, which as of the Underwriter or controlling person may incur under the Act or at common law or otherwisedate of this Agreement, but only to the extent that the losses, claims, demands, liabilities, and expenses arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement this Agreement or in the Prospectus, Ancillary Agreements or any other instrument delivered pursuant to this Agreement; or (ii) any breach of any covenant or agreement of a Stockholder contained in this Agreement or the Ancillary Agreements or in any amendment or amendments instrument delivered pursuant to the Registration Statement or the Prospectus, or in any application or other papers executed by any underwriter or dealer with the written approval of the Company for filing in any state or states in order to qualify the securities covered by this Agreement under the securities laws of those state (the "Blue Sky Application"), or arise out of or are based upon any omission or alleged omission to state in these documents a material fact required to be stated in them or necessary to make the statements in them not misleading, Agreement; provided, however, that this indemnity agreement (i) Purchaser Indemnitees may not make any claims against the Stockholders unless the aggregate Losses incurred or sustained exceed $50,000 (the “Basket”); and (ii) that in no event shall not apply the Stockholders be liable to the Purchaser Indemnitees for any such Losses incurred or sustained exceeding, in the aggregate, an amount equal to fifteen percent (15%) of the Initial Consideration; and (iii) that the Stockholders shall only be liable to the Purchaser Indemnitees for such Losses incurred or sustained and claimed by the Expiration Date. For purposes of determining whether the Basket has been satisfied with respect to any losses, claims, demands, liabilities, breach by the Company or expenses arising out any Principal Company Stockholder of or based upon any untrue statement or alleged untrue statement of a material fact its respective representations and warranties contained in the Registration Statement or the Prospectus or in any amendment or amendments to them or in any Blue Sky Application, or arising out of or based upon the omission or alleged omission to state in these documents a material fact required to be stated in them or necessary to make the statements in them not misleading, which statement or omission was made in reliance upon information furnished to the Company by the Underwriter in writing expressly for use in the Registration Statement or the Prospectus or in any amendment or amendments to them, or was made by or pursuant to this Agreement that are qualified by materiality or Material Adverse Effect, any such representation and warranty so qualified shall be deemed breached if it is untrue or incorrect, regardless of whether such breach would or could have a Material Adverse Effect or otherwise be material. Each Stockholder shall be responsible for acts of fraud only if it either participated in such fraud or had actual knowledge of such fraud on or before the Underwriter in a Blue Sky Application not in reliance upon information furnished by the CompanyClosing Date.