Company Indemnities Clause Samples
Company Indemnities. The Company agrees to indemnify, defend and hold the Purchasers and their officers, directors, partners, employees, consultants and agents (the "Purchasers' Indemnitees") harmless from and against any liability, obligation, claim, cost, loss, judgment, damage or expense (including reasonable legal fees and expenses) (collectively, "Liabilities") incurred or suffered by any of the Purchasers' Indemnitees as a result of or arising out of or in connection with the Company's breach of any representation, warranty, covenant or agreement of the Company contained herein.
Company Indemnities. 4.1 JVCo undertakes to indemnify and keep the Customer indemnified from and against all claims, liabilities, obligations, costs, and demands incurred by the Customer arising from or in respect of any claim by any of the Transferring Employees any representative of any of the Transferring Employees and/or any other employee or former employee of JVCo caused by any act, fault or omission of JVCo at any time before, on or after the Transfer Date provided that:
4.1.1 JVCo makes no statement in connection with such claim that is prejudicial to the Customer;
4.1.2 such claim is not caused by acts, faults or omissions of the Customer;
4.1.3 the Customer is allowed to conduct and/or settle all litigation and negotiations resulting from such claims;
4.1.4 JVCo takes reasonable steps to mitigate its losses arising from such claim; and
4.1.5 JVCo gives the Customer all reasonable assistance in connection with such claim.
Company Indemnities. (a) The Company agrees to indemnify and hold harmless the Partnership, the Trust and Paramount Capital, Inc. and each selected dealer selected by Paramount Capital, Inc., if any, and their respective partners, affiliates, shareholders, directors, officers, agents, advisors, representatives, employees, counsel and controlling persons within the meaning of the Securities Act of 1933, as amended, and each person serving as a Director of the Company as a designee of the Purchasers (a "Director Designee") (any of the foregoing, a "Paramount Indemnified Party") against any and all losses, liabilities, claims, damages and expenses whatsoever (and all actions in respect thereof) (including, without limitation, any shareholder lawsuits) and promptly to reimburse any such Paramount Indemnified Party for legal fees and related expenses as incurred (including, but not limited to the costs of giving testimony or furnishing documents in response to a subpoena or otherwise, the costs of investigating, preparing, pursuing or defending any such action or claim whether or not pending or threatened and whether or not Para- mount Capital Inc. or any Paramount Indemnified Party is a party thereto), insofar as such losses, liabilities, claims, damages or expenses arise out of, relate to, are in incurred in connection with, or are in any way a result of, (i) the engagement of Paramount Capital, Inc. pursuant to the Letter of Intent, the Placement Agency Agreement (as defined in the Letter of Intent), Advisory Agreement (as defined in the Letter of Intent), or other offering documents or any of the transactions contemplated by this Agreement and the other offering documents (the "Engagement"), including any modifications or future additions to such engagement and related activities prior to the date hereof, (ii) any act by Paramount Capital, Inc. the Partnership, the Trust or any other Paramount Indemnified Party taken in connection with the Engagement or the transactions contemplated herein or taken by a Director Designee in accordance with, or to ensure compliance by the Company with, the provisions of this Agreement, (iii) a breach of any representation, warranty, covenant, or agreement of the Company contained in this Agreement, the Placement Agency Agreement, the Letter of Intent or any of the other offering documents, (iv) the employment by the Company of any device, scheme or artifice to defraud, or the engaging by the Company in any act, practice or course of business whi...
Company Indemnities. The Company agrees to indemnify, defend and hold Purchasers and their officers, trustees, directors, partners, employees, consultants and agents (the "Purchasers' Indemnitees") harmless from and against any damages or third-party claims incurred or suffered by any of Purchasers' Indemnitees as a result of or arising out of or in connection with the Company's breach of any representation, warranty, covenant or agreement of the Company contained in this Agreement and such indemnity shall survive the execution and delivery of this Agreement. The applicable Purchasers' Indemnities will promptly notify the Company of any potential indemnification claim upon discovery of the facts supporting the potential claim and, if such indemnification is based on a third-party claim, allow the Company to defend, manage and resolve the matter at the Company's cost and with the indemnities' reasonable cooperation.
Company Indemnities. COMPANY SHALL AT ITS OWN COST AND EXPENSE, TO THE FULLEST EXTENT PERMITTED BY LAW, DEFEND, INDEMNIFY, AND HOLD HARMLESS SERVICE PROVIDER GROUP FROM AND AGAINST ANY AND ALL THIRD PARTY CLAIMS TO THE EXTENT ARISING OUT OF, RESULTING FROM, OR RELATING TO: (I) PERSONAL OR BODILY INJURY, INCLUDING DEATH OR DISEASE, CAUSED BY COMPANY’S NEGLIGENCE; (II) LOSS OF OR DAMAGE TO PROPERTY CAUSED BY COMPANY’S NEGLIGENCE; (III) COMPANY’S VIOLATION OF APPLICABLE LAWS; (IV) COMPANY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR FRAUD; AND (V) COMPANY’S INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS, EXCEPT TO THE EXTENT SUCH INFRINGEMENT IS DUE TO SERVICE PROVIDER’S NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF ITS OBLIGATIONS UNDER THIS AGREEMENT WHICH CONTRIBUTED TO THE INFRINGEMENT.