Common use of Indemnification of Investor Clause in Contracts

Indemnification of Investor. The Company will indemnify and hold the Investor and its respective directors, officers, shareholders, partners, employees and agents (each, an “Indemnified Person”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, and court costs that any such Indemnified Person may suffer or incur as a result of or relating to any misrepresentation, breach or inaccuracy, of any of the representations, warranties, covenants or agreements made by the Company in this Agreement (other than the covenants and agreements set forth in Section 6(c) and Section 9) . In any such proceeding, any Indemnified Person shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless: (i) the Company and the Indemnified Person shall have mutually agreed to the retention of such counsel; (ii) the Company shall have failed promptly to assume the defense of such proceeding and to employ counsel reasonably satisfactory to such Indemnified Person in such proceeding; or (iii) in the reasonable judgment of counsel to such Indemnified Person, representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them, in which case of (i), (ii) or (iii), the Company shall pay for such fees and expenses. The Company shall not be liable for any settlement of any proceeding effected without its written consent, which consent shall not be unreasonably withheld, delayed or conditioned.

Indemnification of Investor. The Company will hereby agrees to indemnify and hold harmless each of the Investor Investors and its each Person, if any, who controls the Investors within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and their respective directors, officers, shareholders, partners, employees directors and agents officers (each, an “"Investor Indemnified Person”") harmless from and against and to pay any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid damages or liabilities (or actions or proceedings in settlements, and court costs that any respect thereof) ("Damages") to which such Investor Indemnified Person may suffer or incur become subject as a the result of or relating to any misrepresentation, material breach or inaccuracy, of any representation or warranty or covenant made or to be performed on the part of the representationsCompany under this Agreement, warrantiesand will reimburse any Investor Indemnified Person for all expenses (including, covenants or agreements made without limitation, reasonable counsel and expert fees) as they are incurred by the Company in this Agreement (other than the covenants and agreements set forth in Section 6(c) and Section 9) . In any such proceeding, any Indemnified Person shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless: (i) the Company and the Indemnified Person shall have mutually agreed to the retention of such counsel; (ii) the Company shall have failed promptly to assume the defense of such proceeding and to employ counsel reasonably satisfactory to such Investor Indemnified Person in connection with any such misrepresentation or breach of warranty or covenant or investigating, preparing or defending any such action or proceeding; , whether pending or (iii) in threatened, and whether or not such Investor Indemnified Person is a party hereto. Notwithstanding the reasonable judgment of counsel to such Indemnified Person, representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them, in which case of (i), (ii) or (iii)foregoing, the Company shall pay for such fees and expenses. The Company shall will not be liable responsible for any settlement Damages or expenses to the extent that a court of any proceeding effected without its written consent, which consent competent jurisdiction shall not be unreasonably withheld, delayed have finally determined that such Damages or conditionedexpenses resulted primarily from such Investor Indemnified Person's bad faith or gross negligence or material breach of this Agreement or other documents delivered pursuant hereto.

Indemnification of Investor. The Company will indemnify and hold the Investor and its respective directors, officers, shareholders, partners, employees and agents (each, an “Indemnified Person”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, and court costs that any such Indemnified Person may suffer or incur as a result of or relating to any misrepresentation, breach or inaccuracy, of any of the representations, warranties, covenants or agreements made by the Company in this Agreement (other than the covenants and agreements set forth in Section 6(c) and Section 9) . In any such proceeding, any Indemnified Person shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless: (i) the Company and the Indemnified Person shall have mutually agreed to the retention of such counsel; (ii) the Company shall have failed promptly to assume the defense of such proceeding and to employ counsel reasonably satisfactory to such Indemnified Person in such proceeding; or (iii) in the reasonable judgment of counsel to such Indemnified Person, representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them, in which case of (i), (ii) or (iii), the Company shall pay for such fees and expenses. The Company shall not be liable for any settlement of any proceeding effected without its written consent, which consent shall not be unreasonably withheld, delayed or conditioned.

Indemnification of Investor. The In consideration of the Investor’s execution and delivery of this Agreement and acquiring the Shares hereunder and in addition to all of the Company’s other obligations hereunder, subject to the provisions of this Section 8.1, the Company will shall indemnify and hold harmless the Investor from and its respective directors, officers, shareholders, partners, employees and agents (each, an “Indemnified Person”) harmless from any and against all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, expenses (including all judgments, amounts paid in settlementssettlement, court costs, reasonable attorneys’ fees and court costs of defense and investigation)(collectively, “Damages”) that any such Indemnified Person the Investor may suffer or incur as a result of or relating to (a) any misrepresentation, breach or inaccuracy, of any of the representations, warranties, covenants or agreements made by the Company in this Agreement or (other than b) any action, suit, claim or proceeding instituted against the covenants and agreements set forth in Section 6(c) and Section 9) . In any such proceedingInvestor arising out of or resulting from the execution, any Indemnified Person shall have the right to retain its own counseldelivery, but the fees and expenses performance or enforcement of such counsel shall be at the expense of such Indemnified Person unless: this Agreement; provided, however, that (i) the Company and the Indemnified Person foregoing indemnity shall have mutually agreed not apply to any Damages to the retention extent, but only to the extent, that such Damages resulted directly and primarily from a breach of such counsel; any of the Investor’s representations, warranties, covenants or agreements contained in this Agreement, and (iiy) the Company shall have failed promptly to assume the defense of such proceeding and to employ counsel reasonably satisfactory to such Indemnified Person in such proceeding; or (iii) in the reasonable judgment of counsel to such Indemnified Person, representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them, in which case of (i), (ii) or (iii), the Company shall pay for such fees and expenses. The Company shall not be liable under subsection (b) of this Section 8.1 to the extent, but only to the extent, that a court of competent jurisdiction shall have determined by a final judgment (from which no further appeals are available) that such Damages resulted directly and primarily from any acts or failures to act, undertaken or omitted to be taken by the Investor through its fraud, bad faith, gross negligence, or willful or reckless misconduct. Damages shall be limited to the amount that the Investor paid for the Shares less any settlement profit that it shall have recognized from its disposition of any proceeding effected without its written consent, which consent shall not be unreasonably withheld, delayed or conditionedof them.