Common use of Indemnification by Purchasers Clause in Contracts

Indemnification by Purchasers. In consideration of the Company’s execution and delivery of this Agreement and sale of the Securities hereunder and in addition to all of a Purchaser’s other obligations under the Transaction Documents to which it is a party, each Purchaser shall severally, and not jointly, indemnify and hold harmless the Company, each of its directors, officers, stockholders, employees, representatives, agents and advisors (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding the lack of such title or any other title), each Person, if any, who controls the Company (within the meaning of Section 15 of the 1933 Act or Section 20(a) of the 1934 Act), and the respective directors, officers, shareholders, members, partners, employees, representatives, agents and advisors (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding the lack of such title or any other title) of such controlling Persons (each, a “Company Party”), from and against all Damages in an amount not to exceed the aggregate purchase price paid by such Purchaser for Securities pursuant to this Agreement that such Company Party may suffer or incur as a result of or relating to any breach of any of the representations, warranties, covenants or agreements made by such Purchaser in this Agreement or in the other Transaction Documents to which it is a party, other than claims for indemnification within the scope of Section 5 of the Registration Rights Agreement; provided, however, that the indemnity provided by this Section 9.2 and in the Registration Rights Agreement shall not apply to any Damages to the extent, but only to the extent, that such Damages resulted directly and primarily from a breach of any of the Company’s representations, warranties, covenants or agreements contained in this Agreement or the Registration Rights Agreement. To the extent that the foregoing undertakings by such Purchaser set forth in this Section 9.2 may be unenforceable for any reason, such Purchaser shall make the maximum contribution to the payment and satisfaction of each of the Damages which is permissible under applicable law.

Indemnification by Purchasers. In consideration Except as otherwise provided in ----------------------------- this Article 7, each of the Company’s execution and delivery of this Agreement and sale of the Securities hereunder and in addition to all of a Purchaser’s other obligations under the Transaction Documents to which it is a partyPurchasers, each Purchaser shall severally, severally and not jointlyjointly (each, indemnify a "Purchaser Indemnifying Party"), agrees to indemnify, defend and hold harmless the CompanyCompany and its officers, each of its directors, officersshareholders, stockholdersagents, employees, representatives, agents and advisors (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding the lack of such title or any other title), each Person, if any, who controls the Company (within the meaning of Section 15 of the 1933 Act or Section 20(a) of the 1934 Act), and the respective directors, officers, shareholders, memberssubsidiaries, partners, employees, representatives, agents members and advisors (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding the lack of such title or any other title) of such controlling Persons persons (each, a “Company "Purchaser Indemnified Party”), ") to the fullest extent permitted by law from and against any and all Damages in an amount not to exceed the aggregate purchase price paid by such Purchaser for Securities pursuant to this Agreement that such Company Party may suffer or incur as a result Losses resulting from, arising out of or relating to any breach of any of the representationsrepresentation or warranty set forth in Sections 4.5, warranties4.6 or 4.7 herein; provided, covenants or agreements made that the Purchaser Indemnifying Party shall not be liable under this -------- Section 7.2 to a Purchaser Indemnified Party to the extent that it is finally judicially determined that such Losses resulted primarily from the material breach by such Purchaser in this Agreement or in the other Transaction Documents to which it is a party, other than claims for indemnification within the scope of Section 5 of the Registration Rights Agreement; provided, however, that the indemnity provided by this Section 9.2 and in the Registration Rights Agreement shall not apply to any Damages to the extent, but only to the extent, that such Damages resulted directly and primarily from a breach Indemnified Party of any representation, warranty, covenant or other agreement of the Company’s representations, warranties, covenants or agreements such Purchaser Indemnified Party contained in this Agreement or the Registration Rights Agreement. To other Transaction Documents; and provided, further, that -------- ------- if and to the extent that the foregoing undertakings by such Purchaser set forth in this Section 9.2 may be indemnification is unenforceable for any reason, such the Purchaser Indemnifying Party shall make the maximum contribution to the payment and satisfaction of each of the Damages such Losses which is shall be permissible under applicable lawlaws. The aggregate amount of indemnification payments payable to the Purchaser Indemnified Party shall not exceed the aggregate purchase price paid by such Purchaser Indemnifying Party for its Purchased Shares hereunder.

Indemnification by Purchasers. In consideration Except as otherwise provided in this Article 7, each of the Company’s execution and delivery of this Agreement and sale of the Securities hereunder and in addition to all of a Purchaser’s other obligations under the Transaction Documents to which it is a partyPurchasers, each Purchaser shall severally, severally and not jointlyjointly (each, indemnify a "Purchaser Indemnifying Party"), agrees to indemnify, defend and hold harmless the Company, each of its officers, directors, officers, stockholdersagents, employees, representatives, agents subsidiaries and advisors (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding the lack of such title or any other title), each Person, if any, who controls the Company (within the meaning of Section 15 of the 1933 Act or Section 20(a) of the 1934 Act), and the respective directors, officers, shareholders, members, partners, employees, representatives, agents and advisors (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding the lack of such title or any other title) of such controlling Persons persons (each, a “Company "Purchaser Indemnified Party”), ") to the fullest extent permitted by law from and against any and all Damages in an amount not to exceed the aggregate purchase price paid by such Purchaser for Securities pursuant to this Agreement that such Company Party may suffer or incur as a result Losses resulting from, arising out of or relating to any breach of any of representation or warranty set forth in Article 4 hereto; provided, that the representations, warranties, covenants or agreements made Purchaser Indemnifying Party shall not be liable under this Section 7.2 to the Purchaser Indemnified Party to the extent that it is finally judicially determined that such Losses resulted primarily from the material breach by such Purchaser in this Agreement or in the other Transaction Documents to which it is a party, other than claims for indemnification within the scope of Section 5 of the Registration Rights Agreement; provided, however, that the indemnity provided by this Section 9.2 and in the Registration Rights Agreement shall not apply to any Damages to the extent, but only to the extent, that such Damages resulted directly and primarily from a breach Indemnified Party of any representation, warranty, covenant or other agreement of the Company’s representations, warranties, covenants or agreements such Purchaser Indemnified Party contained in this Agreement or the Registration Rights Agreement. To ; and provided, further, that if and to the extent that the foregoing undertakings by such Purchaser set forth in this Section 9.2 may be indemnification is unenforceable for any reason, such the Purchaser Indemnifying Party shall make the maximum contribution to the payment and satisfaction of each of the Damages such Losses which is shall be permissible under applicable lawlaws. The aggregate amount of indemnification payments payable to the Purchaser Indemnified Party shall not exceed the aggregate purchase price paid by such Purchaser Indemnifying Party for its Purchased Shares hereunder.

Indemnification by Purchasers. In consideration of the Company’s execution and delivery of Except as otherwise provided in ----------------------------- this Agreement and sale of the Securities hereunder and in addition to all of a Purchaser’s other obligations under the Transaction Documents to which it is a party, each Purchaser shall severally, and not jointly, indemnify and hold harmless the CompanyArticle 9, each of its directorsthe Purchasers, officers, stockholders, employees, representatives, agents severally and advisors (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding the lack of such title or any other title), each Person, if any, who controls the Company (within the meaning of Section 15 of the 1933 Act or Section 20(a) of the 1934 Act), and the respective directors, officers, shareholders, members, partners, employees, representatives, agents and advisors (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding the lack of such title or any other title) of such controlling Persons not jointly (each, a “Company "Purchaser Indemnifying Party”"), agrees to indemnify, defend and hold harmless each of the Selling Stockholders (each, a "Purchaser Indemnified Party") to the fullest extent permitted by law from and against any and all Damages in an amount not to exceed the aggregate purchase price paid by such Purchaser for Securities pursuant to this Agreement that such Company Party may suffer or incur as a result Losses resulting from, arising out of or relating to any breach of any of the representationsrepresentation or warranty set forth in Sections 6.6 or 6.7 herein; provided, warranties, covenants or agreements made that the Purchaser -------- Indemnifying Party shall not be liable under this Section 9.2 to a Purchaser Indemnified Party to the extent that it is finally judicially determined that such Losses resulted primarily from the material breach by such Purchaser in this Agreement or in the other Transaction Documents to which it is a party, other than claims for indemnification within the scope of Section 5 of the Registration Rights Agreement; provided, however, that the indemnity provided by this Section 9.2 and in the Registration Rights Agreement shall not apply to any Damages to the extent, but only to the extent, that such Damages resulted directly and primarily from a breach Indemnified Party of any representation, warranty, covenant or other agreement of the Company’s representations, warranties, covenants or agreements such Purchaser Indemnified Party contained in this Agreement or the Registration Rights Agreement. To other Transaction Documents; and provided, further, that if and to the extent that the foregoing undertakings by -------- ------- such Purchaser set forth in this Section 9.2 may be indemnification is unenforceable for any reason, such the Purchaser Indemnifying Party shall make the maximum contribution to the payment and satisfaction of each of the Damages such Losses which is shall be permissible under applicable lawlaws. The aggregate amount of indemnification payments payable to the Purchaser Indemnified Party shall not exceed the aggregate purchase price paid by such Purchaser Indemnifying Party for its Purchased Shares hereunder.

Indemnification by Purchasers. In consideration of the Company’s execution and delivery of this Agreement and sale of the Securities hereunder and in addition to all of a Purchaser’s other obligations under the Transaction Documents to which it is a partyEach Purchaser agrees, each Purchaser shall severally, severally and not jointly, to indemnify the Partnership, the General Partner and their respective Representatives (collectively, “Partnership Related Parties”) from, and hold harmless the Company, each of its directorsthem harmless against, officersany and all actions, stockholderssuits, employeesproceedings (including any investigations, representativeslitigation, agents and advisors (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding the lack of such title or any other titleinquiries), each Persondemands and causes of action and, if any, who controls the Company (within the meaning of Section 15 of the 1933 Act or Section 20(a) of the 1934 Act)in connection therewith, and promptly upon demand, pay or reimburse each of them for all costs, losses, liabilities, damages, or expenses of any kind or nature whatsoever, including, without limitation, the respective directorsreasonable fees and disbursements of counsel and all other reasonable expenses incurred in connection with investigating, officers, shareholders, members, partners, employees, representatives, agents and advisors (and defending or preparing to defend any other Persons with a functionally equivalent role such matter that may be incurred by them or asserted against or involve any of a Person holding such titles notwithstanding the lack of such title or any other title) of such controlling Persons (each, a “Company Party”), from and against all Damages in an amount not to exceed the aggregate purchase price paid by such Purchaser for Securities pursuant to this Agreement that such Company Party may suffer or incur them as a result of of, arising out of, or relating in any way related to any the breach of any of the representations, warranties, warranties or covenants of such Purchaser contained herein or agreements made in any certificate or instrument delivered by such Purchaser in this Agreement or in the other Transaction Documents to which it is a party, other than claims hereunder; provided that such claim for indemnification within the scope of Section 5 of the Registration Rights Agreement; provided, however, that the indemnity provided by this Section 9.2 and in the Registration Rights Agreement shall not apply relating to any Damages to the extent, but only to the extent, that such Damages resulted directly and primarily from a breach of a representation or warranty is made prior to the expiration of such representation or warranty; and provided further, that no Partnership Related Party shall be entitled to recover special, consequential (including lost profits) or punitive damages under this Section 7.02 (other than any of the Company’s representations, warranties, covenants or agreements contained in this Agreement or the Registration Rights Agreement. To such damages to the extent that such damages (x) are in the foregoing undertakings by form of diminution in value or (y) arise from Third Party Claims); provided further, that in no event will such Purchaser set forth in be liable under this Section 9.2 may be unenforceable 7.02 for any reason, such Purchaser shall make the maximum contribution to the payment and satisfaction of each amount in excess of the Damages which is permissible under applicable lawsum total of its Aggregate Purchase Price on Initial Closing Date plus its Aggregate Purchase Price on Second Closing Date.