Common use of Agents Indemnification Clause in Contracts

Agents Indemnification. a) The Agent likewise agrees to indemnify, defend and hold harmless the Company against any and all losses, claims, damages, expenses and liabilities to which the Company may become subject, arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or in any Blue Sky Application or 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, resulting from the use of written information furnished to the Company by the Agent for use in the preparation of the Registration Statement or in any Blue Sky Application. b) The Company agrees to give the Agent an opportunity to participate in the defense or preparation of the defense of any action brought against the Company to enforce any such claim or liability and the Agent shall have the right to so participate. The Agent's liability under the foregoing indemnity is expressly conditioned upon notice of any such action having been sent by the Company to the Agent by letter or telegram (addressed as provided for in this Agreement), promptly after the receipt by the Company of written notice of such action against the Company, such notice either being accompanied by copies of papers served or filed in connection with such action or by a statement of the nature of the action to the extent known to the Company. Failure to notify the Agent as herein provided shall not relieve the Agent from any liability which the Agent may have to the Company other than on account of the indemnity agreement contained in this paragraph 10. c) The provisions of paragraphs 9 and 10 shall not in any way prejudice any right or rights which the Agent may have against the Company or the Company may have against the Agent under any statute, including the Act, at common law or otherwise. d) The indemnity agreements contained in paragraph 9 and 10 shall survive the termination of this Agreement and shall inure to the benefit of the Company, the Agent, their respective successors and the persons specified in paragraph 16 below, and their respective heirs, personal representatives and successors and shall be valid irrespective of any investigation made by or on behalf of the Agent or the Company.