By Issuer Sample Clauses
By Issuer. The Issuer shall indemnify each Agent against any loss, liability, cost, claim, action, demand or expense (including, but not limited to, all reasonable costs, charges and expenses paid or incurred in disputing or defending any of the foregoing) that it may incur or that may be made against it arising out of or in relation to or in connection with its appointment or the exercise of its functions, except such as may result from a breach by it of this Agreement or its own negligence, bad faith or wilful default or that of its officers, employees or agents.
By Issuer. (1) Resolution of the Board of Directors authorizing the issuance of certificates for the number of shares to be delivered to Shareholders pursuant to Schedule 6(i)(1).
(2) Schedule for the number of Issuer shares registered in the name of Shareholders pursuant to schedule 6(i)(1).
(3) Certificates for the number of Issuer shares registered in the name of Issuer pursuant to Schedule 6(i)(1).
(4) Such other resolutions of Issuer’s stockholders and/or directors as may reasonably be required by Company and Shareholders.
(5) Such other agreements relating to the transaction as may reasonably be required by the Company or Shareholders.
(6) Certificate of Good Standing from the State of Arizona.
(7) Copy of the 8K to be filed with the SEC, if applicable.
(8) Copy of a draft press release for review and approval.
(9) Warrant for 200,000 shares of Issuer common stock.
(10) Employment Agreement, Xxxx Xxxxxxx (11) Consulting agreement, Xxxxx Xxxxxx
By Issuer. At any time during the Warrant Term, Issuer may redeem then then-outstanding portion of the Warrant, in whole but not in part, by written notice to Holder (a “Call Notice”). Upon receiving a Call Notice or the expiration of the Warrant Term, as the case may be, Holder promptly shall tender to Issuer the original of this Warrant Agreement. Within 15 days after the date on which Issuer actually receives the original Warrant Agreement at its address for notice specified in Section 11.01 hereof, Issuer shall repurchase the Warrant from Holder for an amount equal to 110% of the then-current Purchase Price of the Warrant, payable in cash or collected funds (the “Redemption Price”).
By Issuer. Without prejudice to Clause 11.2, the Issuer shall indemnify each Agent, on an after tax basis, against any loss, liability, fee, cost, claim, action, demand or expense (including, but not limited to, all proper costs, charges, fees and expenses paid or incurred in disputing or defending any of the foregoing) that it may incur or that may be made against it arising out of or in relation to or in connection with its appointment or the exercise of its functions, except such as may result from its own negligence, wilful default or fraud.
By Issuer. Upon the occurrence and during the continuance of a breach by Issuer of any of its agreements, representations, warranties or covenants set forth herein (each a “Issuer Event of Default”), then Distributor shall have the right to terminate this Agreement and to seek any and all remedies available at law and in equity. Notwithstanding the foregoing, Distributor shall not have the right to withhold and reserve from any monies whatsoever payable to Issuer or its designee hereunder, other than amounts relating to any Issuer Obligations.
By Issuer. The Issuer will indemnify each Agent and its directors, officers and employees, on an after tax basis, against any loss, liability, cost, claim, action, demand or expense (including, but not limited to, all costs, charges and expenses paid or properly incurred in disputing or defending any of the foregoing) which it may incur or which may be made against it arising out of or in relation to or in connection with its appointment or the exercise of its functions, except such as may result from such Agent’s wilful default, gross negligence or fraud or that of its directors, officers or employees.
By Issuer. The Issuer, failing whom, the Guarantor, will indemnify the Agent against any actual direct loss, liability, cost, claim, action, demand or expense (including, but not limited to, all costs, charges and expenses paid or incurred in disputing or defending any of the foregoing) which it may incur or which may be made against it arising out of or in relation to or in connection with its appointment or the exercise of its functions, except such as may result from a material breach by it of this Agreement or its wilful default, negligence or bad faith or that of its officers or employees.
By Issuer. The Issuer hereby unconditionally and irrevocably covenants and undertakes on demand to indemnify and hold harmless each of the Agents and their respective directors, officers, employees and Delegates (each an “indemnified party”) in full at all times, on an after tax basis, against all fees, all costs, expenses and disbursements (including without limitation the costs and expenses of legal advisers and other experts) properly incurred and all losses, liabilities, actions, proceedings, claims, demands, penalties, damages and other liabilities whatsoever, which may be suffered or brought against or may be incurred by such indemnified party (all such fees, costs, expenses, disbursements, losses, liabilities, actions, proceedings, claims, demands, penalties, damages and other liabilities whatsoever, collectively “Losses”) as a result of or in connection with (i) their appointment or involvement hereunder or the exercise or non-exercise of any of their powers, discretions, functions or duties hereunder or the taking of any acts in accordance with or in connection with the terms of this Agreement and/or the Conditions or its usual practice; or (ii) this Agreement, the Trust Deed, the Bonds and any other transaction documents relating to the transactions herein or therein contemplated; or (iii) any instruction, certificate, communication, direction or other document upon which the relevant Agent may rely under or in connection with this Agreement and/or the Bonds, as well as the costs and expenses incurred by an indemnified party in defending itself against or investigating or disputing any claim or liability in respect of the foregoing, provided that this indemnity shall not apply in respect of an indemnified party to the extent that a court of competent jurisdiction determines that any such Losses incurred or suffered by or brought against such indemnified party arise directly from the fraud, wilful default or gross negligence of such indemnified party. The Contracts (Rights of Third Parties) Xxx 0000 applies to this Clause 16.1.
By Issuer. The Issuer shall indemnify each Agent, on an after tax basis, against any direct loss, liability, cost, claim, action, demand or expense (together, Losses) (including, but not limited to, all reasonable costs, legal fees, charges and expenses (together, Expenses) paid or incurred in disputing or defending any Losses properly and accurately documented) which it may incur or which may be made against it arising out of or in relation to or in connection with its appointment or the exercise of its functions, except for any Losses or Expenses resulting from its own gross negligence, bad faith or wilful default or that of its directors, officers, employees or agents.
By Issuer. The Issuer shall indemnify each Agent against any loss, liability, cost, claim, action, demand or expense (including, but not limited to, all reasonable and appropriately documented costs, charges and expenses paid or incurred in disputing or defending any of the foregoing) that it may incur or that may be made against it as a direct result of or in connection with its appointment or the exercise of its functions as Agent under this Agreement, except such as may result from such Agent's own gross negligence, bad faith or wilful default or that of its officers or employees. Under no circumstances will the Issuer be liable to any Agent or any other party to this Agreement for any consequential loss or damage (including but not limited to, loss of business, goodwill, opportunity or profit), even if advised of the possibility of such loss or damage.