Common use of Your Indemnification Clause in Contracts

Your Indemnification. In the event of any registration of any securities under the Securities Act pursuant to this Section 12, such Eligible Holder will (or will furnish the written undertaking of such other Person or Persons as shall be acceptable to the Company to) indemnify and hold harmless the Company and each other Person, if any, who controls the Company within the meaning of the Securities Act, against any losses, claims, damages, or liabilities, joint or several, to which the Company or such controlling Person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such securities were registered under the Securities Act, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent that any such loss, claim, damage, or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in said registration statement, said preliminary prospectus, or said prospectus or said amendment or supplement in reliance upon and in conformity with written information furnished to the Company through an instrument duly executed by such Eligible Holder or any underwriter of such Eligible Holder's securities specifically for use in the preparation thereof, and such Eligible Holder will (or will furnish the written undertaking of such other Person or Persons as shall be acceptable to the Company to) reimburse the Company and each such controlling Person for any legal and any other expenses reasonably incurred by the Company or such controlling Person in connection with investigation or defending any such loss, claim, damage, liability, or action.

Your Indemnification. In the event of any registration of any securities under the Securities Act pursuant to this Section 1213, such Eligible Holder will (or will furnish the written undertaking of such other controlling Person or Persons as shall be acceptable to the Company to) indemnify and hold harmless the Company and each other Person, if any, who controls the Company within the meaning of the Securities Act, against any losses, claims, damages, or liabilities, joint or several, to which the Company or such controlling Person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such securities were registered under the Securities Act, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent that any such loss, claim, damage, or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in said registration statement, said preliminary prospectus, or said prospectus or said amendment or supplement in reliance upon and in conformity with written information furnished to the Company through an instrument duly executed by such Eligible Holder or any underwriter of such Eligible Holder's securities specifically for use in the preparation thereof, and such Eligible Holder will (or will furnish the written undertaking of such other Person or Persons as shall be acceptable to the Company to) reimburse the Company and each such controlling Person for any legal and any other expenses reasonably incurred by the Company or such controlling Person in connection with investigation or defending any such loss, claim, damage, liability, or liability or action.

Your Indemnification. In the event of any registration of any securities under the Securities Act pursuant You agree to this Section 12indemnify, such Eligible Holder will (or will furnish the written undertaking of such other Person or Persons as shall be acceptable to the Company to) indemnify and hold harmless the Company harmless, us and our directors, officers, employees, agents, and each other Personperson, if any, who controls the Company us within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, as follows: (i) against any lossesall loss, claimsliability, damagesclaim, or liabilitiesdamage, and expense whatsoever, as incurred, joint or several, to which the Company or such controlling Person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) arise arising out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in any registration statement under which such securities were registered under the Securities Act, any preliminary prospectus Registration Statement or final prospectus contained therein, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein made therein, in the light of the circumstances under which they were made, not misleading; provided that such statement or omission was made in reliance upon written information provided by you to the Company; (ii) against any and all loss, liability, claim, damage, and expense whatsoever, as incurred, joint or several, to the extent of the aggregate amount paid in each case settlement of any commenced or threatened litigation, investigation, or proceeding by any governmental agency or body or claim whatsoever, based upon any untrue statement or omission or any alleged untrue statement or omission contained in the Registration Statement; provided that any such settlement is effected with your written consent, which will not be unreasonably delayed or withheld; and MacRab LLC Attention: M▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Manager August 5, 2021 (iii) against all expense whatsoever, as expended (including the reasonable fees and disbursements of counsel), reasonably incurred in investigating, preparing, or defending against any commenced or threatened litigation, investigation, or proceeding by any governmental agency or body or claim whatsoever, based upon any untrue statement or omission or any alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement will not apply to any loss, liability, claim, damage, or liability arises expense to the extent arising out of or is based upon an any untrue statement or omission or alleged untrue statement or omission or alleged omission made in said registration statement, said preliminary prospectus, or said prospectus or said amendment or supplement solely in reliance upon and in conformity with written information furnished to you or the Company through an instrument duly executed by such Eligible Holder or any underwriter of such Eligible Holder's securities specifically us expressly for use in the preparation thereof, and such Eligible Holder will Registration Statement (or will furnish the written undertaking of such other Person any amendment or Persons as shall be acceptable to the Company to) reimburse the Company and each such controlling Person for any legal and any other expenses reasonably incurred by the Company or such controlling Person in connection with investigation or defending any such loss, claim, damage, liability, or actionsupplement thereto).