Common use of By Company Clause in Contracts

By Company. Company shall be held to the exercise of reasonable care in carrying out the provisions of this Agreement. Company agrees to indemnify and hold harmless Producer and each officer and director of Producer against any and all losses, claims, damages, or liabilities, joint and several (or actions in respect thereof), to which Producer or such officer or director may become subject, under the Securities Act of 1933, as amended, (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 (i) any untrue statement or alleged untrue statement of a material fact, contained in any registration statement or any post-effective amendment thereto or in the prospectus or any amendment or supplement thereto for the Products, or in any Sales Materials provided by Company or that was required to be stated therein or necessary to make the statements therein not misleading; or (ii) the failure of Company, its officers, employees, or agents to comply with the provisions of this Agreement. Company agrees to reimburse Producer and any director or officer or controlling person of Producer for reasonable legal and other expenses (including attorney’s fees) incurred by Producer and such director, officer, or controlling person in connection with investigating or defending any such losses, claims, damages, liabilities, or actions. This indemnity agreement will be in addition to any liability that Company may otherwise have.

By Company. Company shall be held to the exercise of reasonable care in carrying out the provisions of this Agreement. Company agrees to indemnify and hold harmless Producer and each officer and director of Producer against any and all losses, claims, damages, or liabilities, joint and several (or actions in respect thereof), to which Producer or such officer or director may become subject, under the Securities Act of 1933, as amended, (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 (i) any untrue statement or alleged untrue statement of a material fact, contained in any registration statement or any post-effective amendment thereto or in the prospectus or any amendment or supplement thereto for the Products, or in any Sales Materials provided by Company or that was required to be stated therein or necessary to make the statements therein not misleading; or (ii) the failure of Company, its officers, employees, or agents to comply with the provisions of this Agreement. Company agrees to reimburse Producer and any director or officer or controlling person of Producer for reasonable legal and other expenses (including attorney’s 's fees) incurred by Producer and such director, officer, or controlling person in connection with investigating or defending any such losses, claims, damages, liabilities, or actions. This indemnity agreement will be in addition to any liability that Company may otherwise have.

By Company. Company shall be held to the exercise of reasonable care in carrying out the provisions of this Agreement. Company agrees to indemnify and hold harmless Producer and each officer and director of Producer against any and all losses, claims, damages, or liabilities, joint and several (or actions in respect thereof), to which Producer or such officer or director may become subjectsub ject, under the Securities Act of 1933, as amended, (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 (i) any untrue statement or alleged untrue statement of a material fact, contained in any registration statement or any post-effective amendment thereto or in the prospectus or any amendment or supplement thereto for the Products, or in any Sales Materials provided by Company or that was required to be stated therein or necessary to make the statements therein not misleading; or (ii) the failure of Company, its officers, employees, or agents to comply with the provisions of this Agreement. Company agrees to reimburse Producer and any director or officer or controlling person of Producer for reasonable legal and other expenses (including attorney’s fees) incurred by Producer and such director, officer, or controlling person in connection with investigating or defending any such losses, claims, damages, liabilities, or actions. This indemnity agreement will be in addition to any liability that Company may otherwise have.