Common use of Representations and Indemnification Clause in Contracts

Representations and Indemnification. a.) The Company shall be deemed to make a representation of the accuracy of any and all material facts, material, information, and data which it supplies to the Consultant as of the date it supplies such information and data to the Consultant and the Company acknowledges its awareness that the Consultant will rely on such representation in disseminating such information and otherwise performing its financial public relations functions hereunder. b.) The Consultant will regularly consult with the Company in order to ensure that it has current materially accurate information pertaining to the Company. The Consultant will not use, disclose, sell, publish or otherwise make available any information pertaining to the Company in any manner or to any person for any purpose other than as expressly provided for herein and will comply in all respects with all applicable federal and state securities laws, rules and regulations in performing its duties hereunder, including but not limited to making appropriate public disclosures concerning its compensation hereunder and concerning its acquisition, if at all, of shares of the Company’s common stock in open market transactions, or otherwise. c.) The Consultant represents and warrants to the Company (as to the acquisition the Company’s restricted stock that may be acquired by the Consultant hereafter) that: (1) the Consultant is an accredited investor, as such term is defined under the Securities Act of 1933, as amended (the “Securities Act”) and/or other otherwise has such knowledge and experience in financial, business and investment matters that the Consultant considers itself a sophisticated investor capable of understanding the risks involved concerning the Company and the shares of the Company’s common stock it may acquire hereafter; (2) such shares are restricted securities within the meaning of the Securities Act and accordingly, cannot be sold or otherwise transferred by the Consultant absent registration under the Securities Act, which the Company has no obligation to so effect, or an exemption therefrom; and (3) that the shares that may be acquired by the Consultant with investment intent and not with a view toward the distribution thereof. d.) The Company hereby agrees to indemnify the Consultant, its officers, directors, employees and agents (collectively, the “Consultant Indemnitees”) from and against, and to hold each of the Consultant Indemnitees harmless from, any claims, demands, suits, loss, damages (including reasonable attorney’s fees and costs) relating to any materially inaccurate information it supplied to the Consultant if it was materially inaccurate at the time it was supplied, provided such information was used by the Consultant in accordance with the express terms hereof. e.) The Consultant will indemnify the Company, its officers, directors, employees and agents (collectively, the “Company Indemnitees”) from and against, and hold each of the company Indemnitees harmless from, any claims, demands, suits, loss, damages (including reasonable attorney’s fees and costs) arising out of or relating to any breach by the Consultant of its obligations hereunder or as a result of its negligence or misconduct in disseminating information regarding the Company or otherwise in its provision of services to the Company.

Representations and Indemnification. a.) The Company shall be deemed to make a representation of the accuracy of any and all All material facts, material, information, and data ["Material Information"] which it supplies to the Consultant as of the date it supplies such information and data to the Consultant Consultant, such Material Information shall be, to the best knowledge of the Company, true and the correct. The Company acknowledges its awareness that the Consultant will rely on such representation in disseminating such information and otherwise performing its financial public relations functions hereunder. b.) The Consultant will regularly consult with the Company in order to ensure that it has current materially and accurate information accurate Material Information pertaining to the Company. The Consultant will not use, disclose, sell, publish or otherwise make available any information pertaining to the Company in any manner or to any person for any purpose other than as expressly provided for herein and will comply in all respects with all applicable federal and state securities laws, rules and regulations in performing perfo1ming its duties hereunder, including but not limited to making appropriate public disclosures concerning its compensation hereunder and concerning its acquisition, if at all, of shares of the Company’s common stock in i n open market transactions, or otherwise. c.) The Consultant represents and warrants to the Company (as to the acquisition the Company’s restricted stock that may be acquired by the Consultant hereafter) that: (1) the Consultant is an accredited investor, as such term is defined under the Securities Act of 1933, as amended (the “Securities Act”) and/or other otherwise has such knowledge and experience in financial, business and investment matters that the Consultant considers itself a sophisticated investor capable of understanding the risks involved concerning the Company and the shares of the Company’s common stock it may acquire hereafter; (2) such shares are restricted securities within the meaning of the Securities Act and accordingly, cannot be sold or otherwise transferred by the Consultant absent registration under the Securities Act, which the Company has no obligation to so effect, or an exemption therefrom; and (3) that the shares that may be acquired by the Consultant with investment intent and not with a view toward the distribution thereof. d.) The Company hereby agrees to indemnify the Consultant, its officers, directors, employees and agents (collectively, the “"Consultant Indemnitees”"') from and against, and to hold each of the Consultant Indemnitees harmless from, any claims, demands, suits, loss, damages (including reasonable attorney’s 's fees and costs) relating to any materially inaccurate information Material Information it supplied to the Consultant if it was materially inaccurate at the time it was supplied, provided such information Material Information was used by the Consultant in accordance with the express terms hereof. e.d.) The Consultant will indemnify the Company, its officers, directors, employees and agents (collectively, the “"Company Indemnitees”"') from and against, and hold each of the company Company Indemnitees harmless from, any claims, demands, suits, loss, damages (including reasonable attorney’s 's fees and costs) arising out of or relating to any breach by the Consultant of its obligations hereunder or as a result of its negligence or misconduct in disseminating information Material Information regarding the Company or otherwise in its provision of services to the Company.

Representations and Indemnification. a.) The Company shall be deemed to make a representation of the accuracy of any and all material facts, material, information, and data which it supplies to the Consultant as of the date it supplies such information and data to the Consultant and the Company acknowledges its awareness that the Consultant will rely on such representation in disseminating such information and otherwise performing its financial public relations functions hereunderduties in preparing the Form S-1. b.) The Consultant will regularly consult with the Company in order to ensure that it has current materially accurate information pertaining to the Company. The Consultant will not use, disclose, sell, publish or otherwise make available any information pertaining to the Company in any manner or to any person for any purpose other than as expressly provided for herein and will comply in all respects with all applicable federal and state securities laws, rules and regulations in performing its duties hereunder, including but not limited to making appropriate public disclosures concerning its compensation hereunder and concerning its acquisition, if at all, of shares of the Company’s common stock in open market transactions, or otherwiseherein. c.) The Consultant represents and warrants to the Company (as to the acquisition the Company’s restricted stock that may be acquired by the Consultant hereafter) that: (1) the Consultant is an accredited investor, as such term is defined under the Securities Act of 1933, as amended (the “Securities Act”) and/or other otherwise has such knowledge and experience in financial, business and investment matters that the Consultant considers itself a sophisticated investor capable of understanding the risks involved concerning the Company and the shares of the Company’s common stock it may acquire hereafter; (2) such shares are restricted securities within the meaning of the Securities Act and accordingly, cannot be sold or otherwise transferred by the Consultant absent registration under the Securities Act, which the Company has no obligation to so effect, or an exemption therefrom; and (3) that the shares that may be acquired by the Consultant with investment intent and not with a view toward the distribution thereof. d.) The Company hereby agrees to indemnify the Consultant, its officers, directors, employees and agents (collectively, the “"Consultant Indemnitees”Indemnities") from and against, and to hold each of the Consultant Indemnitees Indemnities harmless from, any claims, demands, suits, loss, damages (including reasonable attorney’s 's fees and costs) relating to any materially inaccurate information it supplied to the Consultant if it was materially inaccurate at the time it was supplied, provided such information was used by the Consultant in accordance with the express terms hereof. e.d.) The Consultant will indemnify the Company, its officers, directors, employees and agents (collectively, the “"Company Indemnitees”Indemnities") from and against, and hold each of the company Indemnitees Company Indemnities harmless from, any claims, demands, suits, loss, damages (including reasonable attorney’s 's fees and costs) arising out of or relating to any breach by the Consultant of its obligations hereunder or as a result of its negligence or misconduct in disseminating information regarding the Company or otherwise in its provision of services to the Company.

Representations and Indemnification. a.) The Company shall be deemed to make a representation of the accuracy of any and all material facts, material, information, and data which it supplies to the Consultant as of the date it supplies such information and data to the Consultant and the Company acknowledges its awareness that the Consultant will rely on such representation in disseminating such information and otherwise performing its financial public relations functions hereunder. b.) The Consultant will regularly consult with the Company in order to ensure that it has current materially accurate information pertaining to the Company. The Consultant will not use, disclose, sell, publish or otherwise make available any information pertaining to the Company in any manner or to any person for any purpose other than as expressly provided for herein and will comply in all respects with all applicable federal and state securities laws, rules and regulations in performing its duties hereunder, including but not limited to making appropriate public disclosures concerning its compensation hereunder and concerning its acquisition, if at all, of shares of the Company’s 's common stock in open market transactions, or otherwise. c.) The Consultant represents and warrants to the Company (Company, which shall be a continuing representation as to the acquisition each monthly tranche of shares of the Company’s 's restricted stock that may to be acquired by the Consultant hereafter) pursuant hereto that: (1) the Consultant is an accredited investor, as such term is defined under the Securities Act of 1933, as amended (the “"Securities Act”") and/or other otherwise has such knowledge and experience in financial, business and investment matters that the Consultant considers itself a sophisticated investor capable of understanding the risks involved concerning the Company and the shares of the Company’s 's common stock it may acquire hereafteris and will be acquiring pursuant hereto; (2) such shares are restricted securities within the meaning of the Securities Act and accordingly, cannot be sold or otherwise transferred by the Consultant absent registration under the Securities Act, which the Company has no obligation to so effect, or an exemption therefrom; and (3) that the shares that may be are being acquired by the Consultant with investment intent and not with a view toward the distribution thereof. d.) The Company hereby agrees to indemnify the Consultant, its officers, directors, employees and agents (collectively, the “"Consultant Indemnitees”") from and against, and to hold each of the Consultant Indemnitees harmless from, any claims, demands, suits, loss, damages (including reasonable attorney’s 's fees and costs) relating to any materially inaccurate information it supplied to the Consultant if it was materially inaccurate at the time it was supplied, provided such information was used by the Consultant in accordance with the express terms hereof. e.) The Consultant will indemnify the Company, its officers, directors, employees and agents (collectively, the “"Company Indemnitees”") from and against, and hold each of the company Company Indemnitees harmless from, any claims, demands, suits, loss, damages (including reasonable attorney’s 's fees and costs) arising out of or relating to any breach by the Consultant of its obligations hereunder or as a result of its negligence or misconduct in disseminating information regarding the Company or otherwise in its provision of services to the Company.

Representations and Indemnification. a.) a). The Company shall be deemed to make a representation of the accuracy of any and all material facts, material, information, and data which it supplies to the Consultant as of the date it supplies such information and data to the Consultant and the Company acknowledges its awareness that the Consultant will rely on such representation in disseminating such information and otherwise performing its financial public relations functions hereunder. Notwithstanding the foregoing, the Consultant shall have the obligation to receive confirmation in writing from the Company of the accuracy of any information provided by the Company immediately prior to its dissemination. b.) b). The Consultant will regularly consult with the Company in order to ensure that it has current materially accurate information pertaining to the Company. The Consultant will not use, disclose, sell, publish or otherwise make available any information pertaining to the Company in any manner or to any person for any purpose other than as expressly provided for herein and will comply in all respects with all applicable federal and state securities laws, rules and regulations in performing its duties hereunder, including but not limited to making appropriate public disclosures concerning its compensation hereunder and concerning its acquisition, if at all, of shares of the Company’s 's common stock in open market transactions, or otherwise. c.) c). The Consultant represents and warrants to the Company (Company, which shall be a continuing representation as to the acquisition shares of the Company’s 's restricted stock that may to be acquired by the Consultant hereafter) pursuant hereto that: (1) the Consultant is an accredited investor, as such term is defined under the Securities Act of 1933, as amended (the “"Securities Act”") and/or other otherwise has such knowledge and experience in financial, business and investment matters that the Consultant considers itself a sophisticated investor capable of understanding the risks involved concerning the Company and the shares of the Company’s 's common stock it may acquire hereafteris and will be acquiring pursuant hereto; (2) such shares are restricted securities within the meaning of the Securities Act and accordingly, cannot be sold or otherwise transferred by the Consultant absent registration under the Securities Act, which the Company has no obligation to so effect, or an exemption therefrom; and (3) that the shares that may be are being acquired by the Consultant with investment intent and not with a view toward the distribution thereof. d.) d). The Company hereby agrees to indemnify the Consultant, its officers, directors, employees and agents (collectively, the “"Consultant Indemnitees”Indemnities") from and against, and to hold each of the Consultant Indemnitees Indemnities harmless from, any claims, demands, suits, loss, damages (including reasonable attorney’s 's fees and costs) relating to any materially inaccurate information it supplied to the Consultant if it was materially inaccurate at the time it was supplied, provided such information was used by the Consultant in accordance with the express terms hereof. e.) e). The Consultant will indemnify the Company, its officers, directors, employees and agents (collectively, the “"Company Indemnitees”Indemnities") from and against, and hold each of the company Indemnitees Company Indemnities harmless from, any claims, demands, suits, loss, damages (including reasonable attorney’s 's fees and costs) arising out of or relating to any breach by the Consultant of its obligations hereunder or as a result of its negligence or misconduct in disseminating information regarding the Company or otherwise in its provision of services to the Company.