Common use of Agents Indemnification Clause in Contracts

Agents Indemnification. The Agents agree to indemnify and hold harmless the Company, each of its directors, 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 or Section 20 of the Exchange Act, against any losses, claims, damages or liabilities to which 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 Agents), 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 Agents specifically for use in the preparation thereof, it being understood and agreed that the only information furnished by the Agents for use in the Registration Statement and the Prospectus consists of the statements set forth in the sixth paragraph under the caption “Plan of Distribution” in the Prospectus (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.

Appears in 2 contracts

Samples: Equity Distribution Agreement (Arvinas, Inc.), Equity Distribution Agreement (Arvinas, Inc.)

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Agents Indemnification. The Agents agree to Agents, severally and not jointly, will indemnify and hold harmless the Company, each of its directors, 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 or Section 20 of the Exchange Act, against any losses, claims, damages or liabilities to which such party 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 Agents), 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 Agents specifically for use in the preparation thereof, it being understood and agreed that the only information furnished by the Agents for use in the Registration Statement and or the Prospectus consists of the statements set forth in the sixth seventh paragraph under the caption “Plan of Distribution” in the Prospectus (the “Agent Information”)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.

Appears in 2 contracts

Samples: Equity Distribution Agreement (Prothena Corp Public LTD Co), Equity Distribution Agreement (Prothena Corp Public LTD Co)

Agents Indemnification. The Agents agree to Agents, severally and not jointly, will indemnify and hold harmless the Company, each of its directors, 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 or Section 20 of the Exchange Act, against any losses, claims, damages or liabilities to which such party 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 Agents), 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 Agents specifically for use in the preparation thereof, it being understood and agreed that the only information furnished by the Agents for use in the Registration Statement and or the Prospectus consists of the statements set forth in the fifth and sixth paragraph paragraphs under the caption “Plan of Distribution” in the Prospectus (the “Agent Information”)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.

Appears in 1 contract

Samples: Equity Distribution Agreement (Aptose Biosciences Inc.)

Agents Indemnification. The Agents agree to Agents, severally and not jointly, will indemnify and hold harmless the Company, each of its directors, 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 or Section 20 of the Exchange Act, against any losses, claims, damages or liabilities to which such party 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 Agents), 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 Agents specifically for use in the preparation thereof, it being understood and agreed that the only information furnished by the Agents for use in the Registration Statement and or the Prospectus consists of the statements set forth in the sixth last sentence of the second paragraph, the fourth paragraph and the fifth paragraph under the caption “Plan of Distribution” in the Prospectus (the “Agent Information”)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.

Appears in 1 contract

Samples: Equity Distribution Agreement (Aptose Biosciences Inc.)

Agents Indemnification. The Agents agree to Agent will indemnify and hold harmless the Company, each of its directors, 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 or Section 20 of the Exchange Act, against any losses, claims, damages or liabilities to which such party 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 AgentsAgent), 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 Agents Agent specifically for use in the preparation thereof, it being understood and agreed that the only information furnished by the Agents Agent for use in the Registration Statement and or the Prospectus consists of the statements set forth in the fifth and sixth paragraph paragraphs under the caption “Plan of Distribution” in the Prospectus (the “Agent Information”)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.

Appears in 1 contract

Samples: Equity Distribution Agreement (Aptose Biosciences Inc.)

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Agents Indemnification. The Agents agree to Agent will indemnify and hold harmless the Company, each of its directors, 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 or Section 20 of the Exchange Act, against any losses, claims, damages or liabilities to which such party 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 AgentsAgent), 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 Agents Agent specifically for use in the preparation thereof, it being understood and agreed that the only information furnished by the Agents Agent for use in the Registration Statement and or the Prospectus consists of the statements set forth in the sixth seventh paragraph under the caption “Plan of Distribution” in the Prospectus (the “Agent Information”)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.

Appears in 1 contract

Samples: Equity Distribution Agreement (Skye Bioscience, Inc.)

Agents Indemnification. The Agents agree to Agents, severally and not jointly, will indemnify and hold harmless the Company, each of its directors, 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 or Section 20 of the Exchange Act, against any losses, claims, damages or liabilities to which such party 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 Agents), 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 Agents specifically for use in the preparation thereof, it being understood and agreed that the only information furnished by the Agents for use in the Registration Statement and or the Prospectus consists of the statements set forth in the sixth paragraph and ninth paragraphs under the caption “Plan of Distribution” in the Prospectus (the “Agent Information”)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.

Appears in 1 contract

Samples: Equity Distribution Agreement (Dynatronics Corp)

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