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, its directors and officers and each person, if any, who controls the Company within the meaning of the Securities Act and the Exchange Act against any losses, claims, damages or liabilities, joint or several, to which the Company or such controlling person may become subject, under the Securities Act or otherwise to the extent 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 (A) in the Memorandum, or (B) in any Blue Sky Application, or (ii) the omission or alleged omission to state in the Memorandum or in any Blue Sky Application 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 reliance upon and in conformity with written information furnished to the Company by the Placement Agent or Blue Sky counsel specifically for use in the preparation of the Memorandum or any such Blue Sky Application.

Indemnification by the Placement Agent. The Placement Agent agrees to indemnify and hold harmless the CompanyAbTech, its directors and officers and each person, if any, who controls the Company AbTech within the meaning of the Securities Act and the Exchange Act against any losses, claims, damages or liabilities, joint or several, to which the Company AbTech or such controlling person may become subject, under the Securities Act or otherwise to the extent 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 (A) in the Memorandum, or (B) in any Blue Sky Application, or (ii) the omission or alleged omission to state in the Memorandum or in any Blue Sky Application a material fact required to be stated therein or necessary to make the statements therein, under the circumstances in which they were made, 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 reliance upon and in conformity with written information furnished to the Company AbTech by the Placement Agent or Blue Sky counsel specifically for use in the preparation of the Memorandum or any such Blue Sky Application.