Common use of Agent Indemnification Clause in Contracts

Agent Indemnification. The Agent will indemnify and hold harmless the Company, its affiliates, directors and officers and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act, against any losses, claims, damages or liabilities to which the Company may become subject, under the Securities Act or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Agent), but only insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus, 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, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in conformity with written information furnished to the Company by the Agent specifically for use in the preparation thereof, it being understood and agreed that the only information furnished by the Agent for use in the Registration Statement or the Prospectus consists of the statements set forth in the second paragraph under the caption “Plan of Distribution” in the Prospectus, and will reimburse such party for any legal or other expenses reasonably incurred by such party in connection with investigating or defending against any such loss, claim, damage, liability or action.

Agent Indemnification. The Agent will Each Agent, severally and not jointly, agrees to indemnify and hold harmless the Company, Company and its affiliates, directors and officers each officer of the Company that signed the Registration Statement, and each person, if any, who (i) controls the Company within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange ActAct or (ii) is controlled by or is under common control with the Company (each, a “Company Affiliate”) from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, any and all reasonable investigative, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c)) of, any action, suit or liabilities proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which the any such Company Affiliate, may become subject, subject under the Securities Act, the Exchange Act or otherwise (including in settlement of any litigationother federal or state statutory law or regulation, if such settlement is effected with the written consent of the Agent)at common law or otherwise, but only insofar as such losses, claims, liabilities, expenses or damages or liabilities (or actions in respect thereof) arise out of or are based upon an (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Statement or the Prospectus, Prospectus or any amendment or supplement thereto, or arise out of or are based upon (y) the omission or alleged omission to state therein in any such document a material fact required to be stated therein in it or necessary to make the statements therein in it not misleading; provided, in each case to the extenthowever, but that this indemnity agreement shall apply only to the extent, extent that such untrue statement loss, claim, liability, expense or alleged damage is caused directly by an untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information relating to such Agent and furnished to the Company by such Agent expressly for inclusion in any document as described in clause (x) of this Section 9(b), which the Agent specifically for use in the preparation thereof, it being understood and agreed that the only information furnished by the Agent for use in the Registration Statement or the Prospectus Company acknowledges consists solely of the statements set forth material referred to in the second paragraph under the caption “Plan of Distribution” in the ProspectusSchedule 5 hereto, and will reimburse such party for any legal or other expenses reasonably incurred by such party in connection with investigating or defending against any such loss, claim, damage, liability or actionas updated from time to time.

Agent Indemnification. The Agent will indemnify and hold harmless the Company, its affiliates, Company and the directors and officers of the Company, and each person, if any, person who controls the Company within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act, Act against any losses, claims, damages or liabilities to which the Company may become subject, under the Securities Act or otherwise (including in settlement of any litigationotherwise, if such settlement is effected with the written consent of the Agent), but only insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Base Prospectus, the Prospectus Supplement, the Prospectus, or any amendment or supplement theretothereto or any Issuer Free Writing Prospectus, 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, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in conformity with written information furnished to Registration Statement, the Company by the Agent specifically for use in the preparation thereofBase Prospectus, it being understood and agreed that the only information furnished by the Agent for use in the Registration Statement or the Prospectus consists of the statements set forth in the second paragraph under the caption “Plan of Distribution” in Supplement, the Prospectus, or any amendment or supplement thereto or any Issuer Free Writing Prospectus, in reliance upon and in conformity with the Agent Information; and will reimburse such party the Company for any documented legal or other expenses reasonably incurred by such party the Company in connection with investigating or defending against any such loss, claim, damage, liability action or actionclaim as such expenses are incurred.

Agent Indemnification. The Agent will indemnify and hold harmless the Company, its affiliates, Company and the directors and officers of the Company, and each person, if any, person who controls the Company within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act, Act against any losses, claims, damages or liabilities to which the Company may become subject, under the Securities Act or otherwise (including in settlement of any litigationotherwise, if such settlement is effected with the written consent of the Agent), but only insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Base Prospectus, the Prospectus Supplement, the Prospectus, or any amendment or supplement theretothereto or any Issuer Free Writing Prospectus, 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, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in conformity with written information furnished to Registration Statement, the Company by the Agent specifically for use in the preparation thereofBase Prospectus, it being understood and agreed that the only information furnished by the Agent for use in the Registration Statement or the Prospectus consists of the statements set forth in the second paragraph under the caption “Plan of Distribution” in Supplement, the Prospectus, or any amendment or supplement thereto or any Issuer Free Writing Prospectus, in reliance upon and in conformity with Agent Information; and will reimburse such party the Company for any documented legal or other expenses reasonably incurred by such party the Company in connection with investigating or defending against any such loss, claim, damage, liability action or actionclaim as such expenses are incurred.

Agent Indemnification. The Agent will agrees to indemnify and hold harmless the Company, each of its affiliatesdirectors, directors and officers each officer of the Company who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act, against any losses, claims, damages or liabilities to which the Company such party may become subject, under the Securities Act or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Agent), but only insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus, 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, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in conformity with written information furnished to the Company by the Agent specifically for use in the preparation thereof, it being understood and agreed that the only information furnished by the Agent for use in the Registration Statement or the Prospectus consists of the statements set forth in the second paragraph under the caption “Plan of Distribution” in the Prospectus, and will reimburse such party for any legal or other expenses reasonably incurred by such party in connection with investigating or defending against any such loss, claim, damage, liability or action.

Agent Indemnification. The Agent will indemnify and hold harmless the Company, its affiliatesdirectors, directors and its officers who sign the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act, Act against any losses, claims, damages or liabilities to which the Company may become subject, under the Securities Act or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Agent), but only insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus, 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, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in conformity with written information furnished to the Company by the Agent specifically for use in the preparation thereof, it being understood and agreed that the only information furnished by the Agent for use in the Registration Statement or the Prospectus consists of the statements set forth in the second tenth paragraph under the caption “Plan of Distribution” in the Prospectus, and will reimburse such party the Company for any legal or other expenses reasonably incurred by such party the Company in connection with investigating or defending against any such loss, claim, damage, liability or actionaction (whether or not the Company is a party thereto), whether threatened or commenced, as such expenses are incurred.

Agent Indemnification. The Agent will indemnify and hold harmless the Company, its affiliates, directors and officers and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act, against any losses, claims, damages or liabilities to which the Company may become subject, under the Securities Act or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Agent), but only insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise from the sale of the Shares pursuant to this Agreement or arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus, 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, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in conformity with written information furnished to the Company by the Agent specifically for use in the preparation thereof, it being understood and agreed that the only information furnished by the Agent for use in the Registration Statement or the Prospectus consists of the statements relating to stabilization and market making activities set forth in the second paragraph under the caption “Plan of Distribution” section in the Prospectus, and will reimburse such party the Company for any legal or other expenses reasonably incurred and documented by such party the Company in connection with investigating or defending against any such loss, claim, damage, liability or action.. ​

Agent Indemnification. The Agent will indemnify and hold harmless the Company, its affiliates, directors directors, officers and officers employees, and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act, against any losses, claims, damages or liabilities to which the Company may become subject, under the Securities Act or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Agent), but only insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus, 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, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in conformity with written information furnished to the Company by the Agent specifically for use in the preparation thereof, it being understood and agreed that the only information furnished by the Agent for use in the Registration Statement or the Prospectus consists of the statements set forth in the second first sentence of the seventh paragraph under the caption “Plan of Distribution” in the ProspectusProspectus Supplement, and will reimburse such party the Company for any legal or other expenses reasonably incurred by such party the Company in connection with investigating or defending against any such loss, claim, damage, liability or action.

Agent Indemnification. The Agent will indemnify and hold harmless the Company, each of its affiliatesdirectors, directors and officers each officer of the Company who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act, against any losses, claims, damages or liabilities to which the Company such party may become subject, under the Securities Act or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Agent), but only insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus, 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, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in conformity with written information furnished to the Company by the Agent specifically for use in the preparation thereof, it being understood and agreed that the only information furnished by the Agent for use in the Registration Statement or the Prospectus consists of the statements set forth in the second seventh paragraph under the caption “Plan of Distribution” in the Prospectus, and will reimburse such party for any legal or other expenses reasonably incurred by such party in connection with investigating or defending against any such loss, claim, damage, liability or action.

Agent Indemnification. The Agent will agrees to indemnify and hold harmless the Company, each of its affiliatesdirectors, directors and officers each officer of the Company who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act, against any losses, claims, damages or liabilities to which the Company such party may become subject, under the Securities Act or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Agent), but only insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus, 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, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in conformity with written information furnished to the Company by the Agent specifically for use in the preparation thereof, it being understood and agreed that the only information furnished by the Agent for use in the Registration Statement or and the Prospectus consists of the statements set forth in the second sixth paragraph under the caption “Plan of Distribution” in the ProspectusProspectus (the “Agent Information”), and will reimburse such party for any legal or other expenses reasonably incurred by such party in connection with investigating or defending against any such loss, claim, damage, liability or action.

Agent Indemnification. The Agent will indemnify and hold harmless the Company, its affiliates, directors Company and officers and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act, Zevia LLC against any losses, claims, damages or liabilities to which the Company and Zevia LLC may become subject, under the Securities Act or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Agent), but only insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus, 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, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in conformity with written information furnished to the Company and Zevia LLC by the Agent specifically for use in the preparation thereof, it being understood and agreed that the only information furnished by the Agent for use in the Registration Statement or the Prospectus consists of the statements set forth in the second seventh paragraph under the caption “Plan of Distribution” in the Prospectus, and will reimburse such party the Company and Zevia LLC for any legal or other expenses reasonably incurred by such party the Company and Zevia LLC in connection with investigating or defending against any such loss, claim, damage, liability or action.

Agent Indemnification. The Agent will indemnify and hold harmless the Company, its affiliates, directors and officers and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act, against any losses, claims, damages or liabilities to which the Company may become subject, under the Securities Act or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Agent), but only insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus, 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 therein, in the light of the circumstances in which they were made (solely with respect to the Prospectus), not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in conformity with written information furnished to the Company by the Agent specifically for use in the preparation thereof, it being understood and agreed that the only information furnished by the Agent for use in the Registration Statement or the Prospectus consists of the statements set forth in the second seventh paragraph under the caption “Plan of Distribution” in the Prospectus, and will reimburse such party the Company for any legal or other expenses reasonably incurred by such party the Company in connection with investigating or defending against any such loss, claim, damage, liability or action.

Agent Indemnification. The Agent will indemnify and hold harmless the Company, its affiliatesdirectors, directors and its officers who signs the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act, Act against any losses, claims, damages or liabilities to which the Company may become subject, under the Securities Act or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Agent), but only insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus, 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, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in conformity with written information furnished to the Company by the Agent specifically for use in the preparation thereof, it being understood and agreed that the only information furnished by the Agent for use in the Registration Statement or the Prospectus consists of the statements set forth in the second ninth paragraph under the caption “Plan of Distribution” in the Prospectus, and will reimburse such party the Company for any legal or other expenses reasonably incurred by such party the Company in connection with investigating or defending against any such loss, claim, damage, liability or actionaction (whether or not the Company is a party thereto), whether threatened or commenced, as such expenses are incurred.

Agent Indemnification. The Agent will indemnify and hold harmless the Company, each of its affiliates, directors and each of its officers who signs the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act, Act against any losses, claims, damages or liabilities to which the Company such party may become subject, under the Securities Act or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Agent), but only insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus, 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, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in conformity with written information furnished to the Company by the Agent specifically for use in the preparation thereof, it being understood and agreed that the only information furnished by the Agent for use in the Registration Statement or the Prospectus consists of the statements set forth in the second sixth paragraph under the caption “Plan of Distribution” in the Prospectus, and will reimburse such party for any legal or other expenses reasonably incurred by such party in connection with investigating or defending against any such loss, claim, damage, liability or action.

Agent Indemnification. The Agent will indemnify and hold harmless the Company, its affiliatesdirectors, directors and its officers who sign the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act, Act against any losses, claims, damages or liabilities to which the Company may become subject, under the Securities Act or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Agent), but only insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus, 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, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in conformity with written information furnished to the Company by the Agent specifically for use in the preparation thereof, it being understood and agreed that the only information furnished by the Agent for use in the Registration Statement or the Prospectus consists of the statements set forth in the second eighth paragraph under the caption “Plan of Distribution” in the Prospectus, and will reimburse such party the Company for any legal or other expenses reasonably incurred by such party the Company in connection with investigating or defending against any such loss, claim, damage, liability or action.

Agent Indemnification. The Agent will indemnify and hold harmless the CompanyCompany each of its directors, its affiliateseach officer of the Company who signed the Registration Statement, directors and officers and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act, Act against any losses, claims, damages or liabilities to which the Company such party may become subject, under the Securities Act or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Agent), but only insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus, 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, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in conformity with written information furnished to the Company by the Agent specifically for use in the preparation thereof, it being understood and agreed that the only information furnished by the Agent for use in the Registration Statement or the Prospectus consists of the statements set forth in the second fifth paragraph under the caption “Plan of Distribution” in the Prospectus, and will reimburse such party for any legal or other expenses reasonably incurred by such party in connection with investigating or defending against any such loss, claim, damage, liability or action.

Agent Indemnification. The Agent Agents, severally and not jointly, will indemnify and hold harmless the Company, its affiliates, directors and officers and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act, against any losses, claims, damages or liabilities to which the Company may become subject, under the Securities Act or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the AgentAgents), but only insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus, 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, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in conformity with written information furnished to the Company by the Agent Agents specifically for use in the preparation thereof, it being understood and agreed that the only information furnished by the Agent Agents for use in the Registration Statement or the Prospectus consists of the statements set forth in the second sixth paragraph and the first sentence of the seventh paragraph under the caption “Plan of Distribution” in the Prospectus, and will reimburse such party the Company for any legal or other expenses reasonably incurred by such party the Company in connection with investigating or defending against any such loss, claim, damage, liability or action.

Agent Indemnification. The Agent will indemnify and hold harmless the Company, its affiliatesdirectors, directors officers and officers employees, and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act, Act against any losses, claims, damages or liabilities to which the Company such person may become subject, under the Securities Act or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Agent), but only insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon upon, in whole or in part, an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus, 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, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in conformity with written information furnished to the Company by the Agent specifically for use in the preparation thereof, it being understood and agreed that the only information furnished by the Agent for use in the Registration Statement or the Prospectus consists of the statements set forth in the second sixth paragraph under the caption “Plan of Distribution” in the Prospectus, and will reimburse such party person for any legal or other expenses reasonably incurred by such party person in connection with investigating or defending against any such loss, claim, damage, liability or action.

Agent Indemnification. The Agent will indemnify and hold harmless the Company, its affiliatesdirectors, directors and officers its officers, who sign the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act, Act against any losses, claims, damages or liabilities to which the Company may become subject, under the Securities Act or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Agent), but only insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus, 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, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in conformity with written information furnished to the Company by the Agent specifically for use in the preparation thereof, it being understood and agreed that the only information furnished by the Agent for use in the Registration Statement or the Prospectus consists of the statements set forth in the second ninth paragraph under the caption “Plan of Distribution” in the Prospectus, and will reimburse such party the Company for any legal or other expenses reasonably incurred by such party the Company in connection with investigating or defending against any such loss, claim, damage, liability or action.

Agent Indemnification. The Agent Each Agent, severally but not jointly, will indemnify and hold harmless the Company, its affiliates, directors and officers and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act, against any losses, claims, damages or liabilities to which the Company may become subject, under the Securities Act or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the AgentAgents), but only insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus, 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, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in conformity with written information furnished to the Company by the Agent Agents specifically for use in the preparation thereof, it being understood and agreed that the only information furnished by the Agent Agents for use in the Registration Statement or the Prospectus consists of the statements set forth in the second eighth paragraph under the caption “Plan of Distribution” in the ProspectusProspectus (the “Agent Information”), and will reimburse such party the Company for any legal or other expenses reasonably incurred by such party the Company in connection with investigating or defending against any such loss, claim, damage, liability or action.