Common use of Indemnification by the Placement Agent Clause in Contracts

Indemnification by the Placement Agent. The Placement Agent agrees to indemnify and hold harmless the Company and each person, if any, who controls the Company within the meaning of the Securities Act and/or the 1934 Act, including all officers and directors of the Company, counsel and accountants from and against any losses, claims, damages or liabilities, joint or several, to which they may become subject, under the Securities Act or otherwise insofar as such losses, claims, damages or liabilities (or action in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained (A) in the Offering Documents, or (B) in any Blue Sky Application, or (ii) the omission or alleged omission by the Company to state in the Offering Documents or in any Blue Sky Application a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; but in each case, only if and to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by the Placement Agent specifically for use with reference to the Placement Agent in the preparation of the Offering Documents or any such Blue Sky Application; or (iii) any other Non- Indemnity Event; and will reimburse the Company and for any legal or other expenses reasonably incurred by the Company in connection with investigating or defending any such loss, claim, damage, liability or action; provided that such loss, claim, damage or liability is found ultimately to arise out of or be based upon the circumstances described in clauses (i), (ii), or (iii) of this Section 8(b).

Indemnification by the Placement Agent. The Placement Agent agrees to indemnify and hold harmless the Company and each person, if any, who controls the Company within the meaning of the Securities Act and/or the 1934 Act, including all officers and directors of the Company, counsel and accountants from and against any losses, claims, damages or liabilities, joint or several, to which they may become subject, under the Securities Act or otherwise insofar as such losses, claims, damages or liabilities (or action in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained (A) in the Offering Documents, or (B) in any Blue Sky Application, or (ii) the omission or alleged omission by the Company to state in the Offering Documents or in any Blue Sky Application a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; but in each case, only if and to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by the Placement Agent specifically for use with reference to the Placement Agent in the preparation of the Offering Documents or any such Blue Sky Application; or (iii) any other Non- Non-Indemnity Event; and will reimburse the Company and for any legal or other expenses reasonably incurred by the Company in connection with investigating or defending any such loss, claim, damage, liability or action; provided that such loss, claim, damage or liability is found ultimately to arise out of or be based upon the circumstances described in clauses (i), (ii), or (iii) of this Section 8(b).

Indemnification by the Placement Agent. The Placement Agent agrees to indemnify and hold harmless the Company and each person, if any, who controls the Company within the meaning of the Securities Act and/or the 1934 Act, including all officers and directors of the Company, counsel and accountants from and Act against any losses, claims, damages or liabilities, joint or several, to which they the Company or such controlling person may become subject, under the Securities Act or otherwise insofar as such losses, claims, damages or liabilities (or action 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 (A) in the Offering Documents, or (B) in any Blue Sky Application, or (ii) the omission or alleged omission by the Company to state in the Offering Documents or in any Blue Sky Application a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; but in each case, only if and to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by the Placement Agent specifically for use with reference to the Placement Agent in the preparation of the Offering Documents or any such Blue Sky Application; , or (iii) any other Non- Non-Indemnity Event; and will reimburse the Company and each such controlling person for any legal or other expenses reasonably incurred by the Company or such controlling person in connection with investigating or defending any such loss, claim, damage, liability or action; provided that such loss, claim, damage or liability which is found ultimately to arise out of or be based upon the circumstances described in clauses (i), (ii), ) or (iii) of this Section 8(b)7.2.

Indemnification by the Placement Agent. The Placement Agent -------------------------------------- agrees to indemnify and hold harmless the Company Company, its directors and officers and each person, if any, who controls the Company within the meaning of the Securities Act and/or and the 1934 Act, including all officers and directors of the Company, counsel and accountants from and Exchange Act against any losses, claims, damages or liabilities, joint or several, to which they the Company or such controlling person may become subject, under the Securities Act or otherwise insofar as to the extent such losses, claims, damages or liabilities (or action actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained (A) in the Offering DocumentsMemorandum, or (B) in any Blue Sky Application, or (ii) the omission or alleged omission by the Company to state in the Offering Documents Memorandum or in any Blue Sky Application a material fact required to be stated therein or necessary to make the statements therein not misleading, or (iii) any untrue statement or alleged untrue statement of a material fact contained in the Memorandum, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; but in each case, only if and 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 reliance upon and in conformity with written information furnished to the Company by the Placement Agent or Blue Sky counsel specifically for use with reference to the Placement Agent in the preparation of the Offering Documents Memorandum or any such Blue Sky Application; or (iii) any other Non- Indemnity Event; and will reimburse the Company and for any legal or other expenses reasonably incurred by the Company in connection with investigating or defending any such loss, claim, damage, liability or action; provided that such loss, claim, damage or liability is found ultimately to arise out of or be based upon the circumstances described in clauses (i), (ii), or (iii) of this Section 8(b).