Common use of Issuer Indemnification Clause in Contracts

Issuer Indemnification. ODB agrees to indemnify, defend and hold Issuer and its Affiliates and their respective officers, directors, agents and employees (each an “Issuer Indemnified Party” and, collectively, “Issuer Indemnified Parties”) harmless against any Action brought by an Investor, Investor, court, or regulator asserting jurisdiction over the Issuer Indemnified Party or by any other party against any Issuer Indemnified Party relating to ODB, any Affiliate of ODB or the Services, insofar as the Action arises out of or is based upon (a) the ODB Site; (b) any misstatement or statement about ODB provided by ODB to the Issue in connection with this Agreement; (c) any Material breach or alleged Material breach of any of ODB’s representations, warranties, covenants or agreements hereunder and including any representations, warranties, covenants or agreements contained in the Schedules to this Agreement; (d) any breach or alleged breach of confidentiality or privacy relating to ODB’s failure or alleged failure to treat any Investor’s personal or identifying information as confidential pursuant to Section 5, (e) any and all commitments, representations, warranties or statements of any kind by ODB to any third party regarding the use of the ODB Site; and (f) infringement or misappropriation by ODB of any third party’s property and/or intellectual property rights, including, but not limited to, patents, trademarks, copyrights, trade secrets and publicity rights. Further, ODB shall indemnify and defend the Issuer Indemnified Parties against all Losses incurred by or levied or brought against the Issuer Indemnified Parties arising out of, or related to, Actions warranting indemnification pursuant to this Section 7.3 as such Losses arise. Promptly after receipt by an Issuer Indemnified Party of notice of any claim or the commencement of any Action with respect to which an Issuer Indemnified Party is entitled to indemnity hereunder, Issuer will notify ODB in writing of such claim or of the commencement of such Action, and ODB, if requested by the Issuer Indemnified Party, will assume the defense of such Action and will employ counsel reasonably satisfactory to the Issuer Indemnified Party and will pay the fees and expenses of such counsel provided that any failure to promptly notify ODB shall not affect the indemnification rights of an Issuer Indemnified Party except to the extent that ODB is Materially prejudiced by such failure. Notwithstanding the preceding sentence, the Issuer Indemnified Party will be entitled to employ counsel separate from counsel for ODB and from any other party in such action if counsel for the Issuer Indemnified Party reasonably determines that it would be inappropriate or ill-advised for the same counsel to represent both parties. In such event, the reasonable fees and disbursements of no more than one such separate counsel will be paid by ODB, in addition to local counsel. If the Issuer Indemnified Party elects ODB to assume the defense of such Action, ODB will have the exclusive right to settle the claim or proceeding, provided that ODB will not settle any such claim or Action without the prior written consent of the Issuer Indemnified Party, which consent shall not be unreasonably withheld. If the Issuer Indemnified Party assumes the defense (with payment of any related costs and expenses by ODB), the Issuer Indemnified Party will have the exclusive right to settle the claim or proceeding, provided that the Issuer Indemnified Party will not settle any claim or Action without the prior written consent of ODB, which consent shall not be unreasonably withheld, delayed or conditioned.

Issuer Indemnification. ODB Folio agrees to indemnify, defend and hold Issuer and its Affiliates and their respective officers, directors, agents and employees (each an “Issuer Indemnified Party” and, collectively, “Issuer Indemnified Parties”) harmless against any Action brought by an Investor, InvestorFolio Customer, court, or regulator asserting jurisdiction over the Issuer Indemnified Party or by any other party against any Issuer Indemnified Party relating to ODBFolio, any Affiliate of ODB Folio or the Services, insofar as the Action arises out of or is based upon (a) the ODB Folio Site; (b) any misstatement or statement about ODB Folio provided by ODB Folio to the Issue in connection with this AgreementIssuer; (c) any Material breach or alleged Material breach of any of ODBFolio’s representations, warranties, covenants or agreements hereunder and including any representations, warranties, covenants or agreements contained in the Schedules to this Agreement; (d) any breach or alleged breach of confidentiality or privacy relating to ODB’s failure or alleged failure to treat any Investor’s personal or identifying information as confidential pursuant to Section 5, (e) any and all commitments, representations, warranties or statements of any kind by ODB Folio to any third party regarding the use of the ODB Folio Site; and (fe) infringement or misappropriation by ODB Folio of any third party’s property and/or intellectual property rights, including, but not limited to, patents, trademarks, copyrights, trade secrets and publicity rights. Further, ODB Folio shall indemnify and defend the Issuer Indemnified Parties against all Losses incurred by or levied or brought against the Issuer Indemnified Parties arising out of, or related to, Actions warranting indemnification pursuant to this Section 7.3 as such Losses arise. Promptly after receipt by an Issuer Indemnified Party of notice of any claim or the commencement of any Action with respect to which an Issuer Indemnified Party is entitled to indemnity hereunder, Issuer will notify ODB Folio in writing of such claim or of the commencement of such Action, and ODBFolio, if requested by the Issuer Indemnified Party, will assume the defense of such Action and will employ counsel reasonably satisfactory to the Issuer Indemnified Party and will pay the fees and expenses of such counsel provided that any failure to promptly notify ODB shall not affect the indemnification rights of an Issuer Indemnified Party except to the extent that ODB is Materially prejudiced by such failurecounsel. Notwithstanding the preceding sentence, the Issuer Indemnified Party will be entitled to employ counsel separate from counsel for ODB Folio and from any other party in such action if counsel for the Issuer Indemnified Party reasonably determines that it would be inappropriate or ill-advised for the same counsel to represent both parties. In such event, the reasonable fees and disbursements of no more than one such separate counsel will be paid by ODBFolio, in addition to local counsel. If the Issuer Indemnified Party elects ODB Folio to assume the defense of such Action, ODB Folio will have the exclusive right to settle the claim or proceeding, provided that ODB Folio will not settle any such claim or Action without the prior written consent of the Issuer Indemnified Party, which consent shall not be unreasonably withheld. If the Issuer Indemnified Party assumes the defense (with payment of any related costs and expenses by ODBFolio), the Issuer Indemnified Party will have the exclusive right to settle the claim or proceeding, provided that the Issuer Indemnified Party will not settle any claim or Action without the prior written consent of ODBFolio, which consent shall not be unreasonably withheld, delayed or conditioned.

Issuer Indemnification. ODB agrees to indemnify, defend and hold Issuer and its Affiliates and their respective officers, directors, agents and employees (each an “Issuer Indemnified Party” and, collectively, “Issuer Indemnified Parties”) harmless against any Action brought by an Investor, Investor, court, or regulator asserting jurisdiction over the Issuer Indemnified Party or by any other party against any Issuer Indemnified Party relating to ODB, any Affiliate of ODB or the Services, insofar as the Action arises out of or is based upon (a) the ODB Site; (b) any misstatement or statement about ODB provided by ODB to the Issue Issuer in connection with this Agreement; (c) any Material breach or alleged Material breach of any of ODB’s representations, warranties, covenants or agreements hereunder and including any representations, warranties, covenants or agreements contained in the Schedules to this Agreement; (d) any breach or alleged breach of confidentiality or privacy relating to ODB’s failure or alleged failure to treat any Investor’s personal or identifying information as confidential pursuant to Section 5, confidential; (e) any and all commitments, representations, warranties or statements of any kind by ODB to any third party regarding the use of the ODB Site; and (f) infringement or misappropriation by ODB of any third party’s property and/or intellectual property rights, including, but not limited to, patents, trademarks, copyrights, trade secrets and publicity rights; and (g) any Action brought by an Investor, court, regulator or self-regulatory organization asserting jurisdiction over the ODB Indemnified Party. Further, ODB shall indemnify and defend the Issuer Indemnified Parties against all Losses incurred by or levied or brought against the Issuer Indemnified Parties arising out of, or related to, Actions warranting indemnification pursuant to this Section 7.3 as such Losses arise. Promptly after receipt by an Issuer Indemnified Party of notice of any claim or the commencement of any Action with respect to which an Issuer Indemnified Party is entitled to indemnity hereunder, Issuer will notify ODB in writing of such claim or of the commencement of such Action, and ODB, if requested by the Issuer Indemnified Party, will assume the defense of such Action and will employ counsel reasonably satisfactory to the Issuer Indemnified Party and will pay the fees and expenses of such counsel provided that any failure to promptly notify ODB shall not affect the indemnification rights of an Issuer Indemnified Party except to the extent that ODB is Materially prejudiced by such failure. Notwithstanding the preceding sentence, the Issuer Indemnified Party will be entitled to employ counsel separate from counsel for ODB and from any other party in such action if counsel for the Issuer Indemnified Party reasonably determines that it would be inappropriate or ill-advised for the same counsel to represent both parties. In such event, the reasonable fees and disbursements of no more than one such separate counsel will be paid by ODB, in addition to local counsel. If the Issuer Indemnified Party elects ODB to assume the defense of such Action, ODB will have the exclusive right to settle the claim or proceeding, provided that ODB will not settle any such claim or Action without the prior written consent of the Issuer Indemnified Party, which consent shall not be unreasonably withheld. If the Issuer Indemnified Party assumes the defense (with payment of any related costs and expenses by ODB), the Issuer Indemnified Party will have the exclusive right to settle the claim or proceeding, provided that the Issuer Indemnified Party will not settle any claim or Action without the prior written consent of ODB, which consent shall not be unreasonably withheld, delayed or conditioned.

Issuer Indemnification. ODB agrees to indemnify, defend defend, and hold Issuer and its Affiliates and their respective officers, directors, agents agents, and employees (each an “Issuer Indemnified Party” and, collectively, “Issuer Indemnified Parties”) harmless against any Action brought by an Investor, Investor, court, or regulator asserting jurisdiction over the Issuer Indemnified Party or by any other party against any Issuer Indemnified Party relating to ODB, any Affiliate of ODB or the Services, insofar as the Action arises out of or is based upon (a) the ODB Site; (b) any misstatement or statement about ODB provided by ODB to the Issue in connection with this Agreement; (c) any Material breach or alleged Material breach of any of ODB’s representations, warranties, covenants covenants, or agreements hereunder and including any representations, warranties, covenants covenants, or agreements contained in the Schedules to this Agreement; (d) any breach or alleged breach of confidentiality or privacy relating to ODB’s failure or alleged failure to treat any Investor’s personal or identifying information as confidential pursuant to Section 5, (e) any and all commitments, representations, warranties or statements of any kind by ODB to any third party regarding the use of the ODB Site; and (fb) infringement or misappropriation by ODB of any third party’s property and/or intellectual property rights, including, but not limited to, patents, trademarks, copyrights, trade secrets secrets, and publicity rights. Further, ODB shall indemnify and defend the Issuer Indemnified Parties against all Losses incurred by or levied or brought against the Issuer Indemnified Parties arising out of, or related to, Actions warranting indemnification pursuant to this Section 7.3 as such Losses arise. Promptly after receipt by an Issuer Indemnified Party of notice of any claim or the commencement of any Action with respect to which an Issuer Indemnified Party is entitled to indemnity hereunder, Issuer will notify ODB in writing of such claim or of the commencement of such Action, and ODB, if requested by the Issuer Indemnified Party, will assume the defense of such Action and will employ counsel reasonably satisfactory to the Issuer Indemnified Party and will pay the fees and expenses of such counsel counsel, provided that any failure to promptly notify ODB shall not affect the indemnification rights of an Issuer Indemnified Party except to the extent that ODB is Materially prejudiced by such failure. Notwithstanding the preceding sentence, the Issuer Indemnified Party will be entitled to employ counsel separate from counsel for ODB and from any other party in such action if counsel for the Issuer Indemnified Party reasonably determines that it would be inappropriate or ill-advised for the same counsel to represent both partiesParties. In such event, the reasonable fees and disbursements of no more than one such separate counsel will be paid by ODB, in addition to local counsel. If the Issuer Indemnified Party elects ODB to assume the defense of such Action, ODB will have the exclusive right to settle the claim or proceeding, provided that ODB will not settle any such claim or Action without the prior written consent of the Issuer Indemnified Party, which consent shall not be unreasonably withheld. If the Issuer Indemnified Party assumes the defense (with payment of any related costs and expenses by ODB), the Issuer Indemnified Party will have the exclusive right to settle the claim or proceeding, provided that the Issuer Indemnified Party will not settle any claim or Action without the prior written consent of ODB, which consent shall not be unreasonably withheld, delayed delayed, or conditioned.

Issuer Indemnification. ODB agrees to indemnify, defend and hold Issuer and its Affiliates and their respective officers, directors, agents and employees (each an “Issuer Indemnified Party” and, collectively, “Issuer Indemnified Parties”) harmless against any Action brought by an Investor, Investor, court, or regulator asserting jurisdiction over the Issuer Indemnified Party or by any other party against any Issuer Indemnified Party relating to ODB, any Affiliate of ODB or the Services, insofar as the Action arises out of or is based upon (a) the ODB Site; (b) any misstatement or statement about ODB provided by ODB to the Issue in connection with this Agreement; (c) any Material breach or alleged Material breach of any of ODB’s representations, warranties, covenants or agreements hereunder and including any representations, warranties, covenants or agreements contained in the Schedules to this Agreement; (d) any breach or alleged breach of confidentiality or privacy relating to ODB’s failure or alleged failure to treat any Investor’s personal or identifying information as confidential pursuant to Section 5, (e) any and all commitments, representations, warranties or statements of any kind by ODB to any third party regarding the use of the ODB Site; Agreement and (fb) infringement or misappropriation by ODB of any third party’s property and/or intellectual property rights, including, but not limited to, patents, trademarks, copyrights, trade secrets and publicity rights. Further, ODB shall indemnify and defend the Issuer Indemnified Parties against all Losses incurred by or levied or brought against the Issuer Indemnified Parties arising out of, or related to, Actions warranting indemnification pursuant to this Section 7.3 as such Losses arise. Promptly after receipt by an Issuer Indemnified Party of notice of any claim or the commencement of any Action with respect to which an Issuer Indemnified Party is entitled to indemnity hereunder, Issuer will notify ODB in writing of such claim or of the commencement of such Action, and ODB, if requested by the Issuer Indemnified Party, will assume the defense of such Action and will employ counsel reasonably satisfactory to the Issuer Indemnified Party and will pay the fees and expenses of such counsel provided that any failure to promptly notify ODB shall not affect the indemnification rights of an Issuer Indemnified Party except to the extent that ODB is Materially prejudiced by such failure. Notwithstanding the preceding sentence, the Issuer Indemnified Party will be entitled to employ counsel separate from counsel for ODB and from any other party in such action if counsel for the Issuer Indemnified Party reasonably determines that it would be inappropriate or ill-advised for the same counsel to represent both parties. In such event, the reasonable fees and disbursements of no more than one such separate counsel will be paid by ODB, in addition to local counsel. If the Issuer Indemnified Party elects ODB to assume the defense of such Action, ODB will have the exclusive right to settle the claim or proceeding, provided that ODB will not settle any such claim or Action without the prior written consent of the Issuer Indemnified Party, which consent shall not be unreasonably withheld. If the Issuer Indemnified Party assumes the defense (with payment of any related costs and expenses by ODB), the Issuer Indemnified Party will have the exclusive right to settle the claim or proceeding, provided that the Issuer Indemnified Party will not settle any claim or Action without the prior written consent of ODB, which consent shall not be unreasonably withheld, delayed or conditioned.

Issuer Indemnification. ODB agrees to indemnify, defend defend, and hold Issuer and its Affiliates and their respective officers, directors, agents agents, and employees (each an “Issuer Indemnified Party” and, collectively, “Issuer Indemnified Parties”) harmless against any Action brought by an Investor, Investor, court, or regulator asserting jurisdiction over the Issuer Indemnified Party or by any other party against any Issuer Indemnified Party relating to ODB, any Affiliate of ODB or the Services, insofar as the Action arises out of or is based upon (a) the ODB Site; (b) any misstatement or statement about ODB provided by ODB to the Issue in connection with this Agreement; (c) any Material material breach or alleged Material breach of any of ODB’s representations, warranties, covenants covenants, or agreements hereunder and including any representations, warranties, covenants covenants, or agreements contained in the Schedules to this Agreement; (d) any breach or alleged breach of confidentiality or privacy relating to ODB’s failure or alleged failure to treat any Investor’s personal or identifying information as confidential pursuant to Section 5, (e) any and all commitments, representations, warranties or statements of any kind by ODB to any third party regarding the use of the ODB Site; and (fb) infringement or misappropriation by ODB of any third party’s property and/or intellectual property rights, including, but not limited to, patents, trademarks, copyrights, trade secrets secrets, and publicity rights. Further, ODB shall indemnify and defend the Issuer Indemnified Parties against all Losses incurred by or levied or brought against the Issuer Indemnified Parties arising out of, or related to, Actions warranting indemnification pursuant to this Section 7.3 as such Losses arise. Promptly after receipt by an Issuer Indemnified Party of notice of any claim or the commencement of any Action with respect to which an Issuer Indemnified Party is entitled to indemnity hereunder, Issuer will notify ODB in writing of such claim or of the commencement of such Action, and ODB, if requested by the Issuer Indemnified Party, will assume the defense of such Action and will employ counsel reasonably satisfactory to the Issuer Indemnified Party and will pay the fees and expenses of such counsel counsel, provided that any failure to promptly notify ODB shall not affect the indemnification rights of an Issuer Indemnified Party except to the extent that ODB is Materially materially prejudiced by such failure. Notwithstanding the preceding sentence, the Issuer Indemnified Party will be entitled to employ counsel separate from counsel for ODB and from any other party in such action if counsel for the Issuer Indemnified Party reasonably determines that it would be inappropriate or ill-advised for the same counsel to represent both partiesParties. In such event, the reasonable fees and disbursements of no more than one such separate counsel will be paid by ODB, in addition to local counsel. If the Issuer Indemnified Party elects ODB to assume the defense of such Action, ODB will have the exclusive right to settle the claim or proceeding, provided that ODB will not settle any such claim or Action without the prior written consent of the Issuer Indemnified Party, which consent shall not be unreasonably withheld. If the Issuer Indemnified Party assumes the defense (with payment of any related costs and expenses by ODB), the Issuer Indemnified Party will have the exclusive right to settle the claim or proceeding, provided that the Issuer Indemnified Party will not settle any claim or Action without the prior written consent of ODB, which consent whichconsent shall not be unreasonably withheld, delayed delayed, or conditioned.

Issuer Indemnification. ODB Folio agrees to indemnify, defend and hold Issuer and its Affiliates and their respective officers, directors, agents and employees (each an “Issuer Indemnified Party” and, collectively, “Issuer Indemnified Parties”) harmless against any Action brought by an Investor, InvestorFolio Customer, court, or regulator asserting jurisdiction over the Issuer Indemnified Party or by any other party against any Issuer Indemnified Party relating to ODBFolio, any Affiliate of ODB Folio or the Services, insofar as the Action arises out of or is based upon (a) the ODB Folio Site; (b) any misstatement or statement about ODB Folio provided by ODB Folio to the Issue in connection with this AgreementIssuer; (c) any Material breach or alleged Material breach of any of ODBFolio’s representations, warranties, covenants or agreements hereunder and including any representations, warranties, covenants or agreements contained in the Schedules to this Agreement; (d) any breach or alleged breach of confidentiality or privacy relating to ODB’s failure or alleged failure to treat any Investor’s personal or identifying information as confidential pursuant to Section 5, (e) any and all commitments, representations, warranties or statements of any kind by ODB Folio to any third party regarding the use of the ODB Folio Site; and (fe) infringement or misappropriation by ODB Folio of any third party’s property and/or intellectual property rights, including, but not limited to, patents, trademarks, copyrights, trade secrets and publicity rights. Further, ODB Folio shall indemnify and defend the Issuer Indemnified Parties against all Losses incurred by or levied or brought against the Issuer Indemnified Parties arising out of, or related to, Actions warranting indemnification pursuant to this Section 7.3 as such Losses arise. Promptly after receipt by an Issuer Indemnified Party of notice of any claim or the commencement of any Action with respect to which an Issuer Indemnified Party is entitled to indemnity hereunder, Issuer will notify ODB Folio in writing of such claim or of the commencement of such Action, and ODBFolio, if requested by the Issuer Indemnified Party, will assume the defense of such Action and will employ counsel reasonably satisfactory to the Issuer Indemnified Party and will pay the fees and expenses of such counsel provided that any failure to promptly notify ODB shall not affect the indemnification rights of an Issuer Indemnified Party except to the extent that ODB is Materially prejudiced by such failurecounsel. Notwithstanding the preceding sentence, the Issuer Indemnified Party will be entitled to employ counsel separate from counsel for ODB Folio and from any other party in such action if counsel for the Issuer Indemnified Party reasonably determines that it would be inappropriate or ill-advised for the same counsel to represent both parties. In such event, the reasonable fees and disbursements of no more than one such separate counsel will be paid by ODBFolio, in addition to local counsel. If the Issuer Indemnified Party elects ODB Folio to assume the defense of such Action, ODB Folio will have the exclusive right to settle the claim or proceeding, provided that ODB Folio will not settle any such claim or Action without the prior written consent of the Issuer Indemnified Party, which consent shall not be unreasonably withheld. If the Issuer Indemnified Party assumes the defense (with payment of any related costs and expenses by ODBFolio), the Issuer Indemnified Party will have the exclusive right to settle the claim or proceeding, provided that the Issuer Indemnified Party will not settle any claim or Action without the prior written consent of ODBFolio, which consent shall not be unreasonably withheld, delayed or conditioned.

Issuer Indemnification. ODB DriveWealth agrees to indemnify, defend and hold Issuer and its Affiliates and their respective members, shareholders, officers, directors, agents and employees (each an “Issuer Indemnified Party” and, collectively, “Issuer Indemnified Parties”) harmless against any Action brought by an Investor, InvestorCustomer, court, or regulator asserting jurisdiction over the Issuer Indemnified Party or by any other party against any Issuer Indemnified Party relating to ODBDriveWealth, any Affiliate of ODB DriveWealth, or the Services, insofar as the Action arises out of or is based upon (a) the ODB DriveWealth Site; (b) any misstatement or statement about ODB DriveWealth provided by ODB DriveWealth to the Issue Issuer including, without limitation, any misstatement or statement in connection with this Agreementany offering circular, including any amended versions thereof; (c) any Material breach or alleged Material breach of any of ODBDriveWealth’s representations, warranties, covenants or agreements hereunder and including any representations, warranties, covenants or agreements contained in the Schedules to this Agreement; (d) any breach or alleged breach of confidentiality or privacy relating to ODB’s failure or alleged failure to treat any Investor’s personal or identifying information as confidential pursuant to Section 5, (e) any and all commitments, representations, warranties or statements of any kind by ODB DriveWealth to any third party regarding the use of the ODB DriveWealth Site; and (fe) infringement or misappropriation by ODB DriveWealth of any third party’s property and/or intellectual property rights, including, but not limited to, patents, trademarks, copyrights, trade secrets and publicity rights. Further, ODB DriveWealth shall indemnify and defend the Issuer Indemnified Parties against all Losses incurred by or levied or brought against the Issuer Indemnified Parties arising out of, or related to, Actions warranting indemnification pursuant to this Section 7.3 as such Losses arise. Promptly after receipt by an Issuer Indemnified Party of notice of any claim or the commencement of any Action with respect to which an Issuer Indemnified Party is entitled to indemnity hereunder, Issuer will notify ODB in writing of such claim or of the commencement of such Action, and ODB, if requested by the Issuer Indemnified Party, will assume the defense of such Action and will employ counsel reasonably satisfactory to the Issuer Indemnified Party and will pay the fees and expenses of such counsel provided that any failure to promptly notify ODB shall not affect the indemnification rights of an Issuer Indemnified Party except to the extent that ODB is Materially prejudiced such Losses relate to or result from gross negligence, misfeasance or willful disregard for law by such failure. Notwithstanding the preceding sentence, the Issuer Indemnified Party will be entitled to employ counsel separate from counsel for ODB and from any other party in such action if counsel for the Issuer Indemnified Party reasonably determines that it would be inappropriate or ill-advised for the same counsel to represent both parties. In such event, the reasonable fees and disbursements of no more than one such separate counsel will be paid by ODB, in addition to local counsel. If the Issuer Indemnified Party elects ODB to assume the defense of such Action, ODB will have the exclusive right to settle the claim or proceeding, provided that ODB will not settle any such claim or Action without the prior written consent of the Issuer Indemnified Party, which consent shall not be unreasonably withheld. If the Issuer Indemnified Party assumes the defense (with payment of any related costs and expenses by ODB), the Issuer Indemnified Party will have the exclusive right to settle the claim or proceeding, provided that the Issuer Indemnified Party will not settle any claim or Action without the prior written consent of ODB, which consent shall not be unreasonably withheld, delayed or conditioned.

Issuer Indemnification. ODB agrees to indemnify, defend and hold Issuer and its Affiliates and their respective officers, directors, agents and employees (each an “"Issuer Indemnified Party” " and, collectively, “"Issuer Indemnified Parties”") harmless against any Action brought by an Investor, Investor, court, or regulator asserting jurisdiction over the Issuer Indemnified Party or by any other party against any Issuer Indemnified Party relating to ODB, any Affiliate of ODB or the Services, insofar as the Action arises out of or is based upon (a) the ODB Site; (b) any misstatement or statement about ODB provided by ODB to the Issue in connection with this Agreement; (c) any Material breach or alleged Material breach of any of ODB’s 's representations, warranties, covenants or agreements hereunder and including any representations, warranties, covenants or agreements contained in the Schedules to this Agreement; (d) any breach or alleged breach of confidentiality or privacy relating to ODB’s failure or alleged failure to treat any Investor’s personal or identifying information as confidential pursuant to Section 5, (e) any and all commitments, representations, warranties or statements of any kind by ODB to any third party regarding the use of the ODB Site; and (fe) infringement or misappropriation by ODB of any third party’s 's property and/or intellectual property rights, including, but not limited to, patents, trademarks, copyrights, trade secrets and publicity rights. Further, ODB shall indemnify and defend the Issuer Indemnified Parties against all Losses incurred by or levied or brought against the Issuer Indemnified Parties arising out of, or related to, Actions warranting indemnification pursuant to this Section 7.3 as such Losses arise. Promptly after receipt by an Issuer Indemnified Party of notice of any claim or the commencement of any Action with respect to which an Issuer Indemnified Party is entitled to indemnity hereunder, Issuer will notify ODB in writing of such claim or of the commencement of such Action, and ODB, if requested by the Issuer Indemnified Party, will assume the defense of such Action and will employ counsel reasonably satisfactory to the Issuer Indemnified Party and will pay the fees and expenses of such counsel provided that any failure to promptly notify ODB shall not affect the indemnification rights of an Issuer Indemnified Party except to the extent that ODB is Materially prejudiced by such failure. Notwithstanding the preceding sentence, the Issuer Indemnified Party will be entitled to employ counsel separate from counsel for ODB and from any other party in such action if counsel for the Issuer Indemnified Party reasonably determines that it would be inappropriate or ill-advised for the same counsel to represent both parties. In such event, the reasonable fees and disbursements of no more than one such separate counsel will be paid by ODB, in addition to local counsel. If the Issuer Indemnified Party elects ODB to assume the defense of such Action, ODB will have the exclusive right to settle the claim or proceeding, provided that ODB will not settle any such claim or Action without the prior written consent of the Issuer Indemnified Party, which consent shall not be unreasonably withheld. If the Issuer Indemnified Party assumes the defense (with payment of any related costs and expenses by ODB), the Issuer Indemnified Party will have the exclusive right to settle the claim or proceeding, provided that the Issuer Indemnified Party will not settle any claim or Action without the prior written consent of ODB, which consent shall not be unreasonably withheld, delayed or conditioned.

Issuer Indemnification. ODB agrees to indemnify, defend defend, and hold Issuer and its Affiliates and their respective officers, directors, agents agents, and employees (each an “Issuer Indemnified Party” and, collectively, “Issuer Indemnified Parties”) harmless against any Action brought by an Investor, Investor, court, or regulator asserting jurisdiction over the Issuer Indemnified Party or by any other party against any Issuer Indemnified Party relating to ODB, any Affiliate of ODB or the Services, insofar as the Action arises out of or is based upon (a) the ODB Site; (b) any misstatement or statement about ODB provided by ODB to the Issue in connection with this Agreement; (c) any Material breach or alleged Material breach of any of ODB’s representations, warranties, covenants covenants, or agreements hereunder and including any representations, warranties, covenants covenants, or agreements contained in the Schedules to this Agreement; (d) any breach or alleged breach of confidentiality or privacy relating to ODB’s failure or alleged failure to treat any Investor’s personal or identifying information as confidential pursuant to Section 5, (e) any and all commitments, representations, warranties or statements of any kind by ODB to any third party regarding the use of the ODB Site; and (fb) infringement or misappropriation by ODB of any third party’s property and/or intellectual property rights, including, but not limited to, patents, trademarks, copyrights, trade secrets secrets, and publicity rights. Further, ODB shall indemnify and defend the Issuer Indemnified Parties against all Losses incurred by or levied or brought against the Issuer Indemnified Parties arising out of, or related to, Actions warranting indemnification pursuant to this Section 7.3 as such Losses arise. Promptly after receipt by an Issuer Indemnified Party of notice of any claim or the commencement of any Action with respect to which an Issuer Indemnified Party is entitled to indemnity hereunder, Issuer will notify ODB in writing of such claim or of the commencement of such Action, and ODB, if requested by the Issuer Indemnified Party, will assume the defense of such Action and will employ counsel reasonably satisfactory to the Issuer Indemnified Party and will pay the fees and expenses of such counsel counsel, provided that any failure to promptly notify ODB shall not affect the indemnification rights of an Issuer Indemnified Party except to the extent that ODB is Materially prejudiced by such failure. Notwithstanding the preceding sentence, the Issuer Indemnified Party will be entitled to employ counsel separate from counsel for ODB and from any other party in such action if counsel for the Issuer Indemnified Party reasonably determines that it would be inappropriate or ill-advised for the same counsel to represent both partiesParties. In such event, the reasonable fees and disbursements of no more than one such separate counsel will be paid by ODB, in addition to local counsel. If the Issuer Indemnified Party elects ODB to assume the defense of such Action, ODB will have the exclusive right to settle the claim or proceeding, provided that ODB will not settle any such claim or Action without the prior written consent of the Issuer Indemnified Party, which consent shall not be unreasonably withheld. If the Issuer Indemnified Party assumes the defense (with payment of any related costs and expenses by ODB), the Issuer Indemnified Party will have the exclusive right to settle the claim or proceeding, provided that the Issuer Indemnified Party will not settle any claim or Action without the prior written consent of ODB, which consent whichconsent shall not be unreasonably withheld, delayed delayed, or conditioned.

Issuer Indemnification. ODB Folio agrees to indemnify, defend and hold Issuer and its Affiliates and their respective officers, directors, agents and employees (each an “Issuer Indemnified Party” and, collectively, “Issuer Indemnified Parties”) harmless against any Action brought by an Investor, InvestorFolio Customer, court, or regulator asserting jurisdiction over the Issuer Indemnified Party or by any other party against any Issuer Indemnified Party relating to ODBFolio, any Affiliate of ODB Folio or the Services, insofar as the Action arises out of or is based upon (a) the ODB Folio Site; (b) any misstatement or statement about ODB Folio provided by ODB Folio to the Issue in connection with this AgreementIssuer; (c) any Material breach or alleged Material breach of any of ODBFolio’s representations, warranties, covenants or agreements hereunder and including any representations, warranties, covenants or agreements contained in the Schedules Issuer Custody of Private Securities Agreement (14 October 2016) to this Agreement; (d) any breach or alleged breach of confidentiality or privacy relating to ODB’s failure or alleged failure to treat any Investor’s personal or identifying information as confidential pursuant to Section 5, (e) any and all commitments, representations, warranties or statements of any kind by ODB Folio to any third party regarding the use of the ODB Folio Site; and (fe) infringement or misappropriation by ODB Folio of any third party’s property and/or intellectual property rights, including, but not limited to, patents, trademarks, copyrights, trade secrets and publicity rights. Further, ODB Folio shall indemnify and defend the Issuer Indemnified Parties against all Losses incurred by or levied or brought against the Issuer Indemnified Parties arising out of, or related to, Actions warranting indemnification pursuant to this Section 7.3 as such Losses arise. Promptly after receipt by an Issuer Indemnified Party of notice of any claim or the commencement of any Action with respect to which an Issuer Indemnified Party is entitled to indemnity hereunder, Issuer will notify ODB Folio in writing of such claim or of the commencement of such Action, and ODBFolio, if requested by the Issuer Indemnified Party, will assume the defense of such Action and will employ counsel reasonably satisfactory to the Issuer Indemnified Party and will pay the fees and expenses of such counsel provided that any failure to promptly notify ODB shall not affect the indemnification rights of an Issuer Indemnified Party except to the extent that ODB is Materially prejudiced by such failurecounsel. Notwithstanding the preceding sentence, the Issuer Indemnified Party will be entitled to employ counsel separate from counsel for ODB Folio and from any other party in such action if counsel for the Issuer Indemnified Party reasonably determines that it would be inappropriate or ill-advised for the same counsel to represent both parties. In such event, the reasonable fees and disbursements of no more than one such separate counsel will be paid by ODBFolio, in addition to local counsel. If the Issuer Indemnified Party elects ODB Folio to assume the defense of such Action, ODB Folio will have the exclusive right to settle the claim or proceeding, provided that ODB Folio will not settle any such claim or Action without the prior written consent of the Issuer Indemnified Party, which consent shall not be unreasonably withheld. If the Issuer Indemnified Party assumes the defense (with payment of any related costs and expenses by ODBFolio), the Issuer Indemnified Party will have the exclusive right to settle the claim or proceeding, provided that the Issuer Indemnified Party will not settle any claim or Action without the prior written consent of ODBFolio, which consent shall not be unreasonably withheld, delayed or conditioned.

Issuer Indemnification. ODB agrees to indemnify, defend defend, and hold Issuer and its Affiliates and their respective officers, directors, agents agents, and employees (each an “Issuer Indemnified Party” and, collectively, “Issuer Indemnified Parties”) harmless against any Action brought by an Investor, Investor, court, or regulator asserting jurisdiction over the Issuer Indemnified Party or by any other party against any Issuer Indemnified Party relating to ODB, any Affiliate of ODB or the Services, insofar as the Action arises out of or is based upon (a) the ODB Site, excluding misstatements and omissions by the Issuer on the Landing Page; (b) any material misstatement or statement about ODB provided by ODB to the Issue Issuer in connection with this Agreement; (c) any Material material breach or alleged Material breach of any of ODB’s representations, warranties, covenants covenants, or agreements hereunder and including any representations, warranties, covenants covenants, or agreements contained in the Schedules to this Agreement; (d) any breach or alleged material breach of confidentiality or privacy relating to ODB’s failure or alleged failure to treat any Investor’s personal or identifying information as confidential pursuant to Section 5, ; (e) any and all material breaches of commitments, representations, warranties or statements of any kind material misstatements by ODB to any third party regarding the use of the ODB Site; and (f) infringement or misappropriation by ODB of any third party’s property and/or intellectual property rights, including, but not limited to, patents, trademarks, copyrights, trade secrets secrets, and publicity rights. Further, ODB shall indemnify and defend the Issuer Indemnified Parties against all Losses incurred by or levied or brought against the Issuer Indemnified Parties arising out of, or related to, Actions warranting indemnification pursuant to this Section 7.3 as such Losses arise. Promptly after receipt by an Issuer Indemnified Party of notice of any claim or the commencement of any Action with respect to which an Issuer Indemnified Party is entitled to indemnity hereunder, Issuer will notify ODB in writing of such claim or of the commencement of such Action, and ODB, if requested by the Issuer Indemnified Party, will assume the defense of such Action and will employ counsel reasonably satisfactory to the Issuer Indemnified Party and will pay the fees and expenses of such counsel counsel, provided that any failure to promptly notify ODB shall not affect the indemnification rights of an Issuer Indemnified Party except to the extent that ODB is Materially materially prejudiced by such failure. Notwithstanding the preceding sentence, the Issuer Indemnified Party will be entitled to employ counsel separate from counsel for ODB and from any other party in such action if counsel for the Issuer Indemnified Party reasonably determines that it would be inappropriate or ill-advised for the same counsel to represent both partiesParties. In such event, the reasonable fees and disbursements of no more than one such separate counsel will be paid by ODB, in addition to local counsel. If the Issuer Indemnified Party elects ODB to assume the defense of such Action, ODB will have the exclusive right to settle the claim or proceeding, provided that ODB will not settle any such claim or Action without the prior written consent of the Issuer Indemnified Party, which consent shall not be unreasonably withheld. If the Issuer Indemnified Party assumes the defense (with payment of any related costs and expenses by ODB), the Issuer Indemnified Party will have the exclusive right to settle the claim or proceeding, provided that the Issuer Indemnified Party will not settle any claim or Action without the prior written consent of ODB, which consent whichconsent shall not be unreasonably withheld, delayed delayed, or conditioned.

Issuer Indemnification. ODB Issuer agrees to indemnify, defend defend, and hold Issuer LOYAL3 and each of its Affiliates affiliates (including without limitation its parent company), including each director, officer, shareholder, employee, vendor, joint-venturer, and their respective officers, directors, agents and employees agent of each (each an “Issuer Indemnified Party” and, collectively, the “Issuer LOYAL3 Indemnified Parties”) harmless from and against any Action brought by an Investorand all claims, Investordemands, courtsuits, actions, judgments, costs and liabilities (including reasonable attorneys’ fees) arising out of: (i) the breach of any representation, warranty or covenant of Issuer under this Agreement, (ii) the Issuer’s lack of good faith, or regulator asserting jurisdiction over its gross negligence or willful misconduct to the Issuer extent of its lack of good faith, or its gross negligence or willful misconduct; and (iii) the reliance or use by any LOYAL3 Indemnified Parties of any data supplied by the Issuer, including without limitation information, records ,and documents that are received by any LOYAL3 Indemnified Party and furnished to it by or by any other party on behalf of the Issuer. In addition, Issuer agrees to indemnify and hold harmless the LOYAL3 Indemnified Parties from and against any Issuer Indemnified Party relating to ODBand all losses, claims, damages, and liabilities (including, without limitation, any Affiliate of ODB legal or the Services, insofar as the Action arises out of or is based upon (a) the ODB Site; (b) any misstatement or statement about ODB provided by ODB to the Issue other expenses reasonably incurred in connection with this Agreement; (cdefending or investigating any such action or claim) caused by any Material breach untrue statement or alleged Material breach untrue statement of any a material fact, or omission of ODB’s representationsa material fact, warranties, covenants or agreements hereunder and including any representations, warranties, covenants or agreements contained in the Schedules to this Agreement; (d) any breach or alleged breach of confidentiality or privacy IPO CSOP Registration Statement, including without limitation a prospectus, relating to ODB’s failure the IPO CSOP Shares or alleged failure any amendment thereof including the information (if any) deemed to treat any Investor’s personal or identifying information as confidential be part of the registration statement at the time of effectiveness pursuant to Section 5Rule 430A under the Securities Act of 1933, as amended (e) the “Securities Act”), any and all commitmentspreliminary prospectus, representations, warranties or statements of any kind by ODB to any third party regarding the use of preliminary prospectus together with the ODB Site; and (f) infringement or misappropriation by ODB of any third party’s property and/or intellectual property rights, including, but not limited to, patents, trademarks, copyrights, trade secrets and publicity rights. Further, ODB shall indemnify and defend the Issuer Indemnified Parties against all Losses incurred by or levied or brought against the Issuer Indemnified Parties arising out of, or related to, Actions warranting indemnification pursuant to this Section 7.3 as such Losses arise. Promptly after receipt by an Issuer Indemnified Party of notice of any claim or the commencement of any Action with respect to which an Issuer Indemnified Party is entitled to indemnity hereunder, Issuer will notify ODB in free writing of such claim or of the commencement of such Action, and ODBprospectuses, if requested any, provided to LOYAL3 by the Issuer Indemnified Partyfor posting on the IPO CSOP Platform (“Time of Sale Prospectus”), will assume any issuer free writing prospectus as defined in Rule 433(h) under the defense of Securities Act, any Issuer information that the Issuer has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act, or the Prospectus or any amendment or supplement thereto, or caused by 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, except insofar as such Action and will employ counsel reasonably satisfactory losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information relating to LOYAL3 furnished to the Issuer Indemnified Party and will pay the fees and expenses of such counsel provided that any failure to promptly notify ODB shall not affect the indemnification rights of an Issuer Indemnified Party except to the extent that ODB is Materially prejudiced in writing by such failure. Notwithstanding the preceding sentence, the Issuer Indemnified Party will be entitled to employ counsel separate from counsel LOYAL3 expressly for ODB and from any other party in such action if counsel for the Issuer Indemnified Party reasonably determines that it would be inappropriate or ill-advised for the same counsel to represent both parties. In such event, the reasonable fees and disbursements of no more than one such separate counsel will be paid by ODB, in addition to local counsel. If the Issuer Indemnified Party elects ODB to assume the defense of such Action, ODB will have the exclusive right to settle the claim or proceeding, provided that ODB will not settle any such claim or Action without the prior written consent of the Issuer Indemnified Party, which consent shall not be unreasonably withheld. If the Issuer Indemnified Party assumes the defense (with payment of any related costs and expenses by ODB), the Issuer Indemnified Party will have the exclusive right to settle the claim or proceeding, provided that the Issuer Indemnified Party will not settle any claim or Action without the prior written consent of ODB, which consent shall not be unreasonably withheld, delayed or conditioneduse therein.

Issuer Indemnification. ODB Folio agrees to indemnify, defend and hold Issuer and its Affiliates and their respective officers, directors, agents and employees (each an “Issuer Indemnified Party” and, collectively, “Issuer Indemnified Parties”) harmless against any Action brought by an Investor, InvestorFolio Customer, court, or regulator asserting jurisdiction over the Issuer Indemnified Party or by any other party against any Issuer Indemnified Party relating to ODBFolio, any Affiliate of ODB Folio or the Services, insofar as the Action arises out of or is based upon (a) the ODB Folio Site; (b) any misstatement or statement about ODB Folio or its services provided by ODB Folio to the Issue in connection with this AgreementIssuer; (c) any Material breach or alleged Material breach of any of ODBFolio’s representations, warranties, covenants or agreements hereunder and including any representations, warranties, covenants or agreements contained in the Schedules to this Agreement; (d) any breach or alleged breach of confidentiality or privacy relating to ODB’s failure or alleged failure to treat any Investor’s personal or identifying information as confidential pursuant to Section 5, (e) any and all commitments, representations, warranties or statements of any kind by ODB Folio to any third party regarding the use of the ODB Folio Site; and (fe) infringement or misappropriation by ODB Folio of any third party’s property and/or intellectual property rights, including, but not limited to, patents, trademarks, copyrights, trade secrets and publicity rights. Further, ODB Folio shall indemnify and defend the Issuer Indemnified Parties against all Losses incurred by or levied or brought against the Issuer Indemnified Parties arising out of, or related to, Actions warranting indemnification pursuant to this Section 7.3 as such Losses arise. Promptly after receipt by an Issuer Indemnified Party of notice of any claim or the commencement of any Action with respect to which an Issuer Indemnified Party is entitled to indemnity hereunder, Issuer will notify ODB Folio in writing of such claim or of the commencement of such Action, and ODBFolio, if requested by the Issuer Indemnified Party, will assume the defense of such Action and will employ counsel reasonably satisfactory to the Issuer Indemnified Party and will pay the fees and expenses of such counsel provided that any failure to promptly notify ODB shall not affect the indemnification rights of an Issuer Indemnified Party except to the extent that ODB is Materially prejudiced by such failurecounsel. Notwithstanding the preceding sentence, the Issuer Indemnified Party will be entitled to employ counsel separate from counsel for ODB Folio and from any other party in such action if counsel for the Issuer Indemnified Party reasonably determines that it would be inappropriate or ill-advised for the same counsel to represent both parties. In such event, the reasonable fees and disbursements of no more than one such separate counsel will be paid by ODBFolio, in addition to local counsel. If the Issuer Indemnified Party elects ODB Folio to assume the defense of such Action, ODB Folio will have the exclusive right to settle the claim or proceeding, provided that ODB Folio will not settle any such claim or Action without the prior written consent of the Issuer Indemnified Party, which consent shall not be unreasonably withheld. If the Issuer Indemnified Party assumes the defense (with payment of any related costs and expenses by ODBFolio), the Issuer Indemnified Party will have the exclusive right to settle the claim or proceeding, provided that the Issuer Indemnified Party will not settle any claim or Action without the prior written consent of ODBFolio, which consent shall not be unreasonably withheld, delayed or conditioned.

Issuer Indemnification. ODB Folio agrees to indemnify, defend and hold Issuer and its Affiliates and their respective officers, directors, agents and employees (each an “"Issuer Indemnified Party” " and, collectively, “"Issuer Indemnified Parties”") harmless against any Action brought by an Investor, InvestorFolio Customer, court, or regulator asserting jurisdiction over the Issuer Indemnified Party or by any other party against any Issuer Indemnified Party relating to ODBFolio, any Affiliate of ODB Folio or the Services, insofar as the Action arises out of or is based upon (a) the ODB Folio Site; (b) any misstatement or statement about ODB Folio provided by ODB Folio to the Issue in connection with this AgreementIssuer; (c) any Material breach or alleged Material breach of any of ODB’s Folio's representations, warranties, covenants or agreements hereunder and including any representations, warranties, covenants or agreements contained in the Schedules to this Agreement; (d) any breach or alleged breach of confidentiality or privacy relating to ODB’s failure or alleged failure to treat any Investor’s personal or identifying information as confidential pursuant to Section 5, (e) any and all commitments, representations, warranties or statements of any kind by ODB Folio to any third party regarding the use of the ODB Folio Site; and (fe) infringement or misappropriation by ODB Folio of any third party’s 's property and/or intellectual property rights, including, but not limited to, patents, trademarks, copyrights, trade secrets and publicity rights. Further, ODB Folio shall indemnify and defend the Issuer Indemnified Parties against all Losses incurred by or levied or brought against the Issuer Indemnified Parties arising out of, or related to, Actions warranting indemnification pursuant to this Section 7.3 as such Losses arise. Promptly after receipt by an Issuer Indemnified Party of notice of any claim or the commencement of any Action with respect to which an Issuer Indemnified Party is entitled to indemnity hereunder, Issuer will notify ODB Folio in writing of such claim or of the commencement of such Action, and ODBFolio, if requested by the Issuer Indemnified Party, will assume the defense of such Action and will employ counsel reasonably satisfactory to the Issuer Indemnified Party and will pay the fees and expenses of such counsel provided that any failure to promptly notify ODB shall not affect the indemnification rights of an Issuer Indemnified Party except to the extent that ODB is Materially prejudiced by such failurecounsel. Notwithstanding the preceding sentence, the Issuer Indemnified Party will be entitled to employ counsel separate from counsel for ODB Folio and from any other party in such action if counsel for the Issuer Indemnified Party reasonably determines that it would be inappropriate or ill-advised for the same counsel to represent both parties. In such event, the reasonable fees and disbursements of no more than one such separate counsel will be paid by ODBFolio, in addition to local counsel. If the Issuer Indemnified Party elects ODB Folio to assume the defense of such Action, ODB Folio will have the exclusive right to settle the claim or proceeding, provided that ODB Folio will not settle any such claim or Action without the prior written consent of the Issuer Indemnified Party, which consent shall not be unreasonably withheld. If the Issuer Indemnified Party assumes the defense (with payment of any related costs and expenses by ODBFolio), the Issuer Indemnified Party will have the exclusive right to settle the claim or proceeding, provided that the Issuer Indemnified Party will not settle any claim or Action without the prior written consent of ODBFolio, which consent shall not be unreasonably withheld, delayed or conditioned.

Issuer Indemnification. ODB agrees to indemnify, defend and hold Issuer and its Affiliates and their respective officers, directors, agents and employees (each an “Issuer Indemnified Party” and, collectively, “Issuer Indemnified Parties”) harmless against any Action brought by an Investor, Investor, court, or regulator asserting jurisdiction over the Issuer Indemnified Party or by any other party against any Issuer Indemnified Party relating to ODB, any Affiliate of ODB or the Services, insofar as the Action arises out of or is based upon (a) the ODB Site; (b) any misstatement or statement about ODB provided by ODB to the Issue in connection with this Agreement; (c) any Material breach or alleged Material breach of any of ODB’s representations, warranties, covenants or agreements hereunder and including any representations, warranties, covenants or agreements contained in the Schedules to this Agreement; (d) any breach or alleged breach of confidentiality or privacy relating to ODB’s failure or alleged failure to treat any Investor’s personal or identifying information as confidential pursuant to Section 5, (e) any and all commitments, representations, warranties or statements of any kind by ODB to any third party regarding the use of the ODB Site; and (fe) infringement or misappropriation by ODB of any third party’s property and/or intellectual property rights, including, but not limited to, patents, trademarks, copyrights, trade secrets and publicity rights. Further, ODB shall indemnify and defend the Issuer Indemnified Parties against all Losses incurred by or levied or brought against the Issuer Indemnified Parties arising out of, or related to, Actions warranting indemnification pursuant to this Section 7.3 as such Losses arise. Promptly after receipt by an Issuer Indemnified Party of notice of any claim or the commencement of any Action with respect to which an Issuer Indemnified Party is entitled to indemnity hereunder, Issuer will notify ODB in writing of such claim or of the commencement of such Action, and ODB, if requested by the Issuer Indemnified Party, will assume the defense of such Action and will employ counsel reasonably satisfactory to the Issuer Indemnified Party and will pay the fees and expenses of such counsel provided that any failure to promptly notify ODB shall not affect the indemnification rights of an Issuer Indemnified Party except to the extent that ODB is Materially prejudiced by such failure. Notwithstanding the preceding sentence, the Issuer Indemnified Party will be entitled to employ counsel separate from counsel for ODB and from any other party in such action if counsel for the Issuer Indemnified Party reasonably determines that it would be inappropriate or ill-advised for the same counsel to represent both parties. In such event, the reasonable fees and disbursements of no more than one such separate counsel will be paid by ODB, in addition to local counsel. If the Issuer Indemnified Party elects ODB to assume the defense of such Action, ODB will have the exclusive right to settle the claim or proceeding, provided that ODB will not settle any such claim or Action without the prior written consent of the Issuer Indemnified Party, which consent shall not be unreasonably withheld. If the Issuer Indemnified Party assumes the defense (with payment of any related costs and expenses by ODB), the Issuer Indemnified Party will have the exclusive right to settle the claim or proceeding, provided that the Issuer Indemnified Party will not settle any claim or Action without the prior written consent of ODB, which consent shall not be unreasonably withheld, delayed or conditioned.

Issuer Indemnification. ODB agrees to indemnify, defend and hold Issuer and its Affiliates and their respective officers, directors, agents and employees (each an “Issuer Indemnified Party” and, collectively, “Issuer Indemnified Parties”) harmless against any Action brought by an Investor, Investor, court, or regulator asserting jurisdiction over the Issuer Indemnified Party or by any other party against any Issuer Indemnified Party relating to ODB, any Affiliate of ODB or the Services, insofar as the Action arises out of or is based upon (a) the ODB Site; (b) any misstatement or statement about ODB provided by ODB to the Issue in connection with this Agreement; (c) any Material breach or alleged Material breach of any of ODB’s representations, warranties, covenants or agreements hereunder and including any representations, warranties, covenants or agreements contained in the Schedules to this Agreement; (d) any breach or alleged breach of confidentiality or privacy relating to ODB’s failure or alleged failure to treat any Investor’s personal or identifying information as confidential pursuant to Section 5, ; (e) any and all commitments, representations, warranties or statements of any kind by ODB to any third party regarding the use of the ODB Site; and (f) infringement or misappropriation by ODB of any third party’s property and/or intellectual property rights, including, but not limited to, patents, trademarks, copyrights, trade secrets and publicity rights. Further, ODB shall indemnify and defend the Issuer Indemnified Parties against all Losses incurred by or levied or brought against the Issuer Indemnified Parties arising out of, or related to, Actions warranting indemnification pursuant to this Section 7.3 as such Losses arise. Promptly after receipt by an Issuer Indemnified Party of notice of any claim or the commencement of any Action with respect to which an Issuer Indemnified Party is entitled to indemnity hereunder, Issuer will notify ODB in writing of such claim or of the commencement of such Action, and ODB, if requested by the Issuer Indemnified Party, will assume the defense of such Action and will employ counsel reasonably satisfactory to the Issuer Indemnified Party and will pay the fees and expenses of such counsel provided that any failure to promptly notify ODB shall not affect the indemnification rights of an Issuer Indemnified Party except to the extent that ODB is Materially prejudiced by such failure. Notwithstanding the preceding sentence, the Issuer Indemnified Party will be entitled to employ counsel separate from counsel for ODB and from any other party in such action if counsel for the Issuer Indemnified Party reasonably determines that it would be inappropriate or ill-advised for the same counsel to represent both parties. In such event, the reasonable fees and disbursements of no more than one such separate counsel will be paid by ODB, in addition to local counsel. If the Issuer Indemnified Party elects ODB to assume the defense of such Action, ODB will have the exclusive right to settle the claim or proceeding, provided that ODB will not settle any such claim or Action without the prior written consent of the Issuer Indemnified Party, which consent shall not be unreasonably withheld. If the Issuer Indemnified Party assumes the defense (with payment of any related costs and expenses by ODB), the Issuer Indemnified Party will have the exclusive right to settle the claim or proceeding, provided that the Issuer Indemnified Party will not settle any claim or Action without the prior written consent of ODB, which consent shall not be unreasonably withheld, delayed or conditioned.

Issuer Indemnification. ODB Xxxxx agrees to indemnify, defend and hold Issuer and its Affiliates and their respective officers, directors, agents and employees (each an “Issuer Indemnified Party” and, collectively, “Issuer Indemnified Parties”) harmless against any Action brought by an Investor, InvestorXxxxx Customer, court, or regulator asserting jurisdiction over the Issuer Indemnified Party or by any other party against any Issuer Indemnified Party relating to ODBXxxxx, any Affiliate of ODB Xxxxx or the Services, insofar as the Action arises out of or is based upon (a) the ODB Xxxxx Site; (b) any misstatement or statement about ODB Xxxxx provided by ODB Xxxxx to the Issue in Issuein connection with this Agreement; (c) any Material c)any material breach or alleged Material material breach of any of ODB’s Xxxxx’x representations, warranties, covenants or agreements hereunder and including any representations, warranties, covenants or agreements contained in the Schedules to this Agreement; (d) any breach or alleged breach of confidentiality or privacy relating to ODB’s failure or alleged failure to treat any Investor’s personal or identifying information as confidential pursuant to Section 5, (e) any and all commitments, representations, warranties or statements of any kind by ODB Xxxxx to any third party regarding the use of the ODB Xxxxx Site; and (fe) infringement or misappropriation by ODB Xxxxx of any third party’s property and/or intellectual property rights, including, but not limited to, patents, trademarks, copyrights, trade secrets and publicity rights. Further, ODB Xxxxx shall indemnify and defend the Issuer Indemnified Parties against all Losses incurred by or levied or brought against the Issuer Indemnified Parties arising out of, or related to, Actions warranting indemnification pursuant to this Section 7.3 as such Losses arise. Promptly after receipt by an Issuer Indemnified Party of notice of any claim or the commencement of any Action with respect to which an Issuer Indemnified Party is entitled to indemnity hereunder, Issuer will notify ODB Xxxxx in writing of such claim or of the commencement of such Action, and ODBXxxxx, if requested by the Issuer Indemnified Party, will assume the defense of such Action and will employ counsel reasonably satisfactory to the Issuer Indemnified Party and will pay the fees and expenses of such counsel provided that any failure to promptly notify ODB Xxxxx shall not affect the indemnification rights of an Issuer Indemnified Party except to the extent that ODB Xxxxx is Materially materially prejudiced by such failure. Notwithstanding the preceding sentence, the Issuer Indemnified Party will be entitled to employ counsel separate from counsel for ODB Xxxxx and from any other party in such action if counsel for the Issuer Indemnified Party reasonably determines that it would be inappropriate or ill-advised for the same counsel to represent both parties. In such event, the reasonable fees and disbursements of no more than one such separate counsel will be paid by ODBXxxxx, in addition to local counsel. If the Issuer Indemnified Party elects ODB Xxxxx to assume the defense of such Action, ODB Xxxxx will have the exclusive right to settle the claim or proceeding, provided that ODB Xxxxx will not settle any such claim or Action without the prior written consent of the Issuer Indemnified Party, which consent shall not be unreasonably withheld. If the Issuer Indemnified Party assumes the defense (with payment of any related costs and expenses by ODBXxxxx), the Issuer Indemnified Party will have the exclusive right to settle the claim or proceeding, provided that the Issuer Indemnified Party will not settle any claim or Action without the prior written consent of ODBXxxxx, which consent shall not be unreasonably withheld, delayed or conditioned.