Common use of Purchaser Indemnity Clause in Contracts

Purchaser Indemnity. In consideration of the Company's execution and delivery of this Agreement and issuing the Common Shares hereunder and in addition to all of the Purchaser's other obligations under the Transaction Documents, the Purchaser shall defend, protect, indemnify and hold harmless the Company and all of its officers, directors and employees (collectively, the "Indemnitees") from and against any and all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and expenses in connection therewith (irrespective of whether any such Indemnitee is a party to the action for which indemnification hereunder is sought), and including all reasonable attorneys' fees and disbursements of one law firm (and local counsel where necessary) (the "Indemnified Liabilities"), incurred by any Indemnitee as a result of, or arising out of, or relating to (a) any misrepresentation or breach of any representation or warranty made by the Purchaser in the Transaction Documents or any other certificate or document contemplated hereby or thereby, (b) any breach of any covenant, agreement or obligation of the Purchaser contained in the Transaction Documents or any other certificate or document contemplated hereby or thereby, (c) any cause of action, suit or claim brought or made against such Indemnitee by a third party and arising out of or resulting from the execution, delivery, performance or breach by the Purchaser or enforcement of the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby, and (d) the enforcement of this Section. Notwithstanding the foregoing, Indemnified Liabilities shall not include any liability of any Indemnitee arising solely out of such Indemnitee's willful misconduct or fraudulent action(s). To the extent that the foregoing undertaking by the Purchaser may be unenforceable for any reason, the Purchaser shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law.

Purchaser Indemnity. In consideration of the Company's execution and delivery of this Agreement and issuing the Common Shares hereunder and in addition to all of the Purchaser's other obligations under the Transaction Documents, the The Purchaser shall defend, protect, indemnify and hold harmless the Company Nexus, any underwriter for Nexus and all of its officerseach person, directors and employees (collectivelyif any, the "Indemnitees") who controls Nexus or such underwriter, from and against any and all actionslosses, causes of action, suitsdamages, claims, liabilities, costs or expenses (including any amounts paid in any settlement effected with the selling shareholder’s consent) to which Nexus, any such underwriter or any such controlling person may become subject under applicable law or otherwise, insofar as such losses, costsdamages, penalties, feesclaims, liabilities and damages(or actions or proceedings in respect thereof), costs or expenses arise out of or are based on (i) Purchaser’s untrue statements of any material fact contained in the Registration Statement or included in the prospectus, as amended or supplemented, or (ii) Purchaser’s omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances in which they were made, not misleading, and the Purchaser will reimburse Nexus, any such underwriter and each such controlling person of Nexus or any such underwriter, promptly upon demand, for any reasonable legal or other expenses incurred by them in connection therewith (irrespective of whether any with investigating, preparing to defend or defending against or appearing as a third-party witness in connection with such Indemnitee is a party loss, claim, damage, liability, action or proceeding; in each case to the action for which indemnification hereunder extent, that such untrue statement or omission is sought), and including all reasonable attorneys' fees and disbursements of one law firm (and local counsel where necessary) (the "Indemnified Liabilities"), incurred by contained in any Indemnitee as a result of, or arising out of, or relating to (a) any misrepresentation or breach of any representation or warranty made information so furnished in writing by the Purchaser to Nexus specifically for inclusion in the Transaction Documents Registration Statement or any other certificate prospectus and that such information was reasonably relied upon by Nexus for use in the Registration Statement, prospectus or document contemplated hereby to the extent that such information related to the Purchaser or therebythe Purchaser’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by the Purchaser expressly for use in the Registration Statement, (b) any breach form of prospectus; provided, however, that the indemnity shall not apply to amounts paid in settlement of any covenant, agreement or obligation losses if such settlement is effected without the prior written consent of the Purchaser. In no event shall the liability of the Purchaser contained hereunder be greater in amount than the Transaction Documents or any other certificate or document contemplated hereby or thereby, (c) any cause dollar amount of action, suit or claim brought or made against such Indemnitee by a third party and arising out of or resulting from the execution, delivery, performance or breach net proceeds received by the Purchaser or enforcement upon the sale of the Transaction Documents or any other certificateRegistrable Securities giving rise to such indemnification obligation; and in case that no sale of Registrable Securities occurred, instrument or document contemplated hereby or thereby, and (d) then the enforcement of this Section. Notwithstanding the foregoing, Indemnified Liabilities liability shall not include any liability of any Indemnitee arising solely out of such Indemnitee's willful misconduct or fraudulent action(s). To exceed the extent that the foregoing undertaking by the Purchaser may be unenforceable for any reason, the Purchaser shall make the maximum contribution to the payment and satisfaction of each average value of the Indemnified Liabilities which is permissible under applicable lawsecurities within the first three months after the registration.

Purchaser Indemnity. In consideration of the Company's execution and delivery of this Agreement and issuing the Common Shares hereunder and in addition to all of the Purchaser's other obligations under the Transaction Documents, the Purchaser shall defend, protect, agrees that it will indemnify and hold harmless the Company Seller and all of its officers, directors directors, managers, partners, shareholders, members, employees, contractors, attorneys, representatives, successors, and employees assigns (collectively, the "“Seller Indemnitees"”) from and against any and all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and expenses Damages to which the Seller Indemnitees may become subject to or which are incurred in connection therewith (irrespective of whether any such Indemnitee is a party to the action for which indemnification hereunder is sought)with, and including all reasonable attorneys' fees and disbursements of one law firm (and local counsel where necessary) (the "Indemnified Liabilities"), incurred by any Indemnitee as a result of, or arising arise out of, result from, or relating are attributable to (a) any misrepresentation material breach of the terms of this Agreement or other document delivered hereunder by Purchaser, including any breach of any representation or warranty made by Purchaser, or the failure by Purchaser to perform any of the covenants or obligations contained in the Transaction Documents this Agreement or other document delivered hereunder or pursuant to this Agreement, or any other certificate use of the Assets after Closing. In addition, Purchaser will indemnify and hold harmless the Seller Indemnitees for any Damages to which the Seller Indemnitees may become subject or document contemplated hereby which are incurred in connection with, arise out of, result from, or thereby, are attributable to: (bi) any breach of any covenant, agreement or obligation use of the Purchaser contained in the Transaction Documents or any other certificate or document contemplated hereby or thereby, Assets after Closing; (cii) any cause fraud or intentional misrepresentation of actionPurchaser; (iii) any and all taxes, suit fines, interest and/or penalties of Purchaser for all taxable periods after Closing; or claim brought (iv) any and all taxes, fines, interest and/or penalties for failure to pay taxes imposed on Purchaser as a transferee or made against such Indemnitee successor, by a third party and arising out of contract or resulting from the executionpursuant to any law, deliveryrule, performance or breach by the Purchaser regulation, which taxes relate to an event or enforcement of the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby, and (d) the enforcement of this Section. Notwithstanding the foregoing, Indemnified Liabilities shall not include any liability of any Indemnitee arising solely out of such Indemnitee's willful misconduct or fraudulent action(s). To the extent that the foregoing undertaking by the Purchaser may be unenforceable for any reason, the Purchaser shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable lawtransaction occurring after Closing.

Purchaser Indemnity. In consideration of the Company's execution and delivery of this Agreement and issuing the Common Shares hereunder and in addition to all of the Purchaser's other obligations under the Transaction Documents, the Each Purchaser shall defend, protect, will indemnify and hold harmless the Company Nexus, any underwriter for Nexus and all of its officerseach person, directors and employees (collectivelyif any, the "Indemnitees") who controls Nexus or such underwriter, from and against any and all actionslosses, causes of action, suitsdamages, claims, liabilities, costs or expenses (including any amounts paid in any settlement effected with such Purchaser’s consent) to which Nexus any such underwriter or any such controlling person may become subject under applicable law or otherwise, insofar as such losses, costsdamages, penalties, feesclaims, liabilities and damages(or actions or proceedings in respect thereof), costs or expenses arise out of or are based on (i) any untrue statement of any material fact contained in the Registration Statement or included in the prospectus, as amended or supplemented, or (ii) the omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances in which they were made, not misleading, and the Purchaser will reimburse Nexus, any such underwriter and each such controlling person of Nexus or any such underwriter, promptly upon demand, for any reasonable legal or other expenses incurred by them in connection therewith (irrespective of whether any with investigating, preparing to defend or defending against or appearing as a third-party witness in connection with such Indemnitee is a party loss, claim, damage, liability, action or proceeding; in each case to the action for which indemnification hereunder extent, that such untrue statement or omission is sought), and including all reasonable attorneys' fees and disbursements of one law firm (and local counsel where necessary) (the "Indemnified Liabilities"), incurred by contained in any Indemnitee as a result of, or arising out of, or relating to (a) any misrepresentation or breach of any representation or warranty made information so furnished in writing by the Purchaser to Nexus specifically for inclusion in the Transaction Documents Registration Statement or any other certificate such prospectus and that such information was reasonably relied upon by Nexus for use in the Registration Statement, such prospectus or document contemplated hereby such form of prospectus or therebyto the extent that such information related to the Purchaser or the Purchaser’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by the Purchaser expressly for use in the Registration Statement, (b) any breach such prospectus or such form of prospectus; provided, however, that the indemnity agreement contained in this Section 5.11 shall not apply to amounts paid in settlement of any covenant, agreement or obligation losses if such settlement is effected without the prior written consent of the Purchaser. In no event shall the liability of the Purchaser contained hereunder be greater in amount than the Transaction Documents or any other certificate or document contemplated hereby or thereby, (c) any cause dollar amount of action, suit or claim brought or made against such Indemnitee by a third party and arising out of or resulting from the execution, delivery, performance or breach net proceeds received by the Purchaser or enforcement upon the sale of the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby, and (d) the enforcement of this Section. Notwithstanding the foregoing, Indemnified Liabilities shall not include any liability of any Indemnitee arising solely out of Registrable Securities giving rise to such Indemnitee's willful misconduct or fraudulent action(s). To the extent that the foregoing undertaking by the Purchaser may be unenforceable for any reason, the Purchaser shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable lawindemnification obligation.

Purchaser Indemnity. In consideration The Purchaser agrees and covenants to hold harmless and indemnify Company, including any director, officer, employee, agent, investment advisor, or controlling person of any of the Company's execution foregoing and delivery of this Agreement and issuing the Common Shares hereunder and in addition to all of the Purchaser's other obligations under the Transaction Documents, the Purchaser shall defend, protect, indemnify and hold harmless the Company and all of its officers, directors and employees their legal counsel (collectively, the "Company Indemnitees") ), from and against any and all actions, causes of action, suitsout-of-pocket losses, claims, losses, costs, penalties, feesdamages, liabilities and damages, and expenses in connection therewith (irrespective of whether any such Indemnitee is a party to the action for which indemnification hereunder is sought), and including all reasonable attorneys' fees and disbursements expenses of one law firm (investigation) incurred and local counsel where necessary) (the "Indemnified Liabilities"), incurred actually paid by any Indemnitee as a result of, or such Person arising out of, of or relating to based upon (a) any misrepresentation untrue statement of any material fact made by the Purchaser contained in this Agreement or any document provided by the Purchaser in connection herewith or with the purchase of the Shares, (b) arising out of or based upon the omission or the Purchaser to state herein or therein a material fact required to be stated or necessary to make the statements herein or therein, in light of the circumstances under which they were made, not misleading or (c) any breach by the Purchaser of any of the Purchaser's representations, warranties, covenants or agreements contained in this Agreement or in any other agreement, certificate, instrument or document delivered pursuant hereto; provided, however, that the Purchaser shall not be liable under this paragraph for any amounts paid in settlement of claims without their consent, which consent shall not be unreasonably withheld, or to any Company Indemnitee to the extent that it is finally judicially determined that such losses, claims, damages or liabilities arose out of the negligence or willful misconduct of such Company Indemnity or out of the material breach by such Company Indemnitee of any representation or warranty made by such Company Indemnitee in Article III of this Agreement. The Purchaser also agrees that the indemnification, contribution and reimbursement commitment set forth in this Article IX shall apply whether or not Company Indemnitees are a formal party to any such lawsuit, claim or other proceeding. The Purchaser further agrees promptly upon demand by Company Indemnitees to reimburse Company Indemnitees for any legal or other expenses as they are incurred in the Transaction Documents connection with investigating, preparing to defend or defending any lawsuits, claims or other certificate proceedings or document contemplated hereby or thereby, (b) investigations arising in any breach of any covenant, agreement or obligation of the Purchaser contained in the Transaction Documents or any other certificate or document contemplated hereby or thereby, (c) any cause of action, suit or claim brought or made against such Indemnitee by a third party and arising manner out of or resulting from the execution, delivery, performance or breach by in connection with any manner as to which the Purchaser or enforcement of is liable to Company Indemnitees under the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby, and (d) the enforcement of this Section. Notwithstanding the foregoing, Indemnified Liabilities shall not include any liability of any Indemnitee arising solely out of such Indemnitee's willful misconduct or fraudulent action(s). To the extent that the foregoing undertaking by the Purchaser may be unenforceable for any reason, the Purchaser shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable lawindemnities set forth above.

Purchaser Indemnity. In consideration of the Company's execution and delivery of this Agreement and issuing the Common Shares hereunder and in addition Purchaser hereby agrees to all of the Purchaser's other obligations under the Transaction Documents, the Purchaser shall defend, protect, indemnify and hold harmless each of the Company and all of its directors, officers, directors controlling persons (within the meaning of Section 15 of the 1933 Act or Section 20(a) of the 1934 Act), agents, including without limitation Xxxxxx Xxxxxxx, and employees (collectively, the "Indemnitees") from and against any and all actionsclaims, causes of action, suits, claimsliabilities, losses, costs, penalties, fees, liabilities and damages, damages and expenses in connection therewith incurred by such Indemnified Person (irrespective of whether any such Indemnitee is a party to the action for which indemnification hereunder is sought), and including all reasonable attorneys' fees and disbursements disbursements) which shall be caused by or related to or arise out of one law firm (and local counsel where necessary) (the "Indemnified Liabilities"), incurred by any Indemnitee as a result of, or arising out of, or relating to (a) any misrepresentation or such Purchaser's material breach of any representation representation, warranty, covenant or warranty made by the Purchaser in the Transaction Documents or any other certificate or document contemplated hereby or thereby, (b) any breach agreement of any covenant, agreement or obligation of the such Purchaser contained in the Transaction Documents this Agreement, and shall reimburse such Indemnified Person for all costs and expenses (including reasonable attorneys' fees and disbursements) as they shall be incurred, in connection with investigating, preparing for, or defending any action, claim, investigation, inquiry or other proceeding, whether or not in connection with pending or threatened litigation, which shall be caused by or related to or arise out of such breach, whether or not such Indemnified Person shall be named as a party thereto and whether or not any liability results therefrom. Purchaser shall not, however, be respon- sible for any claims, liabilities, losses, damages, or expenses pursuant to this Section 6.3 or otherwise which shall be finally judicially determined to have resulted primarily from an Indemnified Person's bad faith, willful misconduct or gross negligence, or any other certificate material breach by the Company of this Agreement. Purchaser further agrees that it shall not, without the prior written consent of the Company, settle or document contemplated hereby compromise or therebyconsent to the entry of any judgment in any pending or threatened claim, (c) any cause of action, suit or claim brought proceeding in respect of which indemnification may be sought hereunder unless such settlement, compromise or made against such Indemnitee by a third party and consent shall include an unconditional release of each Indemnified Person hereunder from all liability arising out of such claim, action, suit or resulting from the execution, delivery, performance or breach by the Purchaser or enforcement of the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby, and (d) the enforcement of this Section. Notwithstanding the foregoing, Indemnified Liabilities shall not include any liability of any Indemnitee arising solely out of such Indemnitee's willful misconduct or fraudulent action(s). To the extent that the foregoing undertaking by the Purchaser may be unenforceable for any reason, the Purchaser shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable lawproceeding.

Purchaser Indemnity. In consideration of the Company's execution Purchaser hereby agrees to indemnify Seller, its respective affiliates and delivery of this Agreement and issuing the Common Shares hereunder and in addition to all of the Purchaser's other obligations under the Transaction Documents, the Purchaser shall defend, protect, indemnify and hold harmless the Company and all of its officers, directors and employees directors, employees, stockholders (collectivelyeach a “Seller Indemnified Party”) for any amounts constituting an Assumed Liability. Promptly after the receipt by the Seller of any notification of any pending or threatened claim, the "Indemnitees") from and against any and all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and expenses in connection therewith (irrespective of whether any such Indemnitee is a party to the action for which indemnification hereunder is sought), and including all reasonable attorneys' fees and disbursements of one law firm (and local counsel where necessary) (the "Indemnified Liabilities"), incurred by any Indemnitee as a result of, or arising out of, or relating to (a) any misrepresentation or breach of any representation or warranty made by the Purchaser in the Transaction Documents or any other certificate or document contemplated hereby or thereby, (b) any breach of any covenant, agreement or obligation of the Purchaser contained in the Transaction Documents or any other certificate or document contemplated hereby or thereby, (c) any cause of action, arbitration proceeding or suit (in contract, tort or claim brought otherwise) ( a “Claim”) for an amount constituting an Assumed Liability, the Seller shall give Purchaser written notice thereof in reasonable detail in light of the circumstances then known to Seller; provided, however, that the failure to provide such notice shall not affect the indemnification provided herein, except to the extent such failure shall have actually materially prejudiced the Purchaser’s ability to defend such Claim. Purchaser shall have the right to defend such Claim, at its own expense and with counsel of its choice, unless the Seller has been advised by counsel that an actual or made against such Indemnitee by a third party potential conflict exists between the Seller and arising out of or resulting from the execution, delivery, performance or breach by the Purchaser or enforcement in connection with the defense of the Transaction Documents or any other certificateThird Party Claim. If the Purchaser assumes the defense of such claim, instrument or document contemplated hereby or thereby, the Seller agrees to: (i) reasonably cooperate in such defense so long as the Seller is not materially prejudiced thereby and (dii) agrees not to enter into any settlement with respect to such Claim (provided the enforcement of Purchaser is diligently pursuing the defense thereof). The Purchaser’s obligations under this Section. Notwithstanding the foregoing, Indemnified Liabilities Section 17.2 shall not include apply in the event the Seller enters into any liability settlement with respect to such claim (except where the Seller has entered into a settlement under circumstances described in the parenthetical set forth in clause (ii) of the immediately preceding sentence). Purchaser shall not consent to the entry of any Indemnitee arising solely out judgment or enter into any settlement with respect to such Claim without the prior written consent of such Indemnitee's willful misconduct the other Party, which consent will not be unreasonably withheld or fraudulent action(s). To the extent delayed, except that the foregoing undertaking by the Purchaser may be unenforceable for any reason, enter into a settlement with respect to such Claim without the Purchaser shall make the maximum contribution to the payment and satisfaction of each consent of the Indemnified Liabilities which is permissible under applicable lawSeller, so long as the settlement gives the Seller a complete release from such Claim.