Covenants Regarding Indemnification Sample Clauses
The Covenants Regarding Indemnification clause establishes the obligations of one or both parties to compensate the other for certain losses, damages, or liabilities arising from specified events or actions. Typically, this clause outlines the scope of indemnification, such as covering third-party claims, legal fees, or damages resulting from breaches of contract or negligence. By clearly defining who is responsible for indemnifying whom and under what circumstances, this clause allocates risk between the parties and provides a mechanism for financial protection against unforeseen liabilities.
Covenants Regarding Indemnification. Each party hereto agrees to indemnify, hold harmless, reimburse and defend the other party and the other party’s officers, directors, agents, counsel, affiliates, members, managers, control persons, and principal shareholders, as applicable, against any claim, cost, expense, liability, obligation, loss or damage (including reasonable legal fees) of any nature, incurred by or imposed upon the indemnified party or any such person which results, arises out of or is based upon (i) any breach of any representation or warranty by the indemnifying party in this Agreement or (ii) any breach or default in performance by the indemnifying party of any covenant or undertaking to be performed by the indemnifying party.
Covenants Regarding Indemnification. Each party hereto agrees to indemnify, hold harmless, reimburse and defend the other party and the other party’s officers, directors, agents, counsel, affiliates, members, managers, control persons, and principal shareholders, as applicable, against any claim, cost, expense, liability, obligation, loss or damage (including reasonable legal fees) of any nature, incurred by or imposed upon the indemnified party or any such person which results, arises out of or is based upon (i) any breach of any representation or warranty by the indemnifying party in this Agreement or (ii) any breach or default in performance by the indemnifying party of any covenant or undertaking to be performed by the indemnifying party. Any party entitled to indemnification hereunder shall (a) give prompt notice to the indemnifying party of any claim with respect to which it seeks indemnification and (b) permit the indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party; provided that any indemnified party entitled to indemnification hereunder shall have the right to employ separate counsel and to participate in the defense of such claim, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party has agreed to pay such fees or expenses, or (ii) the indemnifying party shall have failed to assume the defense of such claim and employ counsel reasonably satisfactory to such indemnified party, or (iii) in the reasonable judgment of any such indemnified party, based upon written advice of its counsel, a conflict of interest exists between such indemnified party and the indemnifying party with respect to such claims; and provided, further, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations hereunder, except to the extent that such failure to give notice shall materially adversely affect the indemnifying party in the defense of any such claim or litigation. The indemnifying party shall not, except with the consent of the indemnified party, which consent shall not be unreasonably withheld, conditioned or delayed, consent to entry of any judgment or enter into any settlement arising under this Section 5 that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect of such claim or litiga...
Covenants Regarding Indemnification. (a) By the Company. The Company agrees to indemnify, hold harmless, reimburse and defend each Purchaser and such Purchaser’s officers, directors, agents, counsel, affiliates, members, managers, control persons, and principal shareholders (each, together with such Purchaser, a “Purchaser Party”), as applicable, against any claim, cost, expense, liability, obligation, loss or damage (including reasonable legal fees) of any nature, incurred by or imposed upon the Purchaser Party which results, arises out of or is based upon (i) any breach of any representation or warranty by the Company in this Agreement or the Private Placement Memorandum or (ii) any breach or default in performance by the Company of any covenant or undertaking to be performed by the Company (unless, in each case, such claim, cost, expense, liability, obligation, loss or damage results, arises out of or is based upon a breach of such Purchaser’s representations, warranties or covenants in this Agreement or the Private Placement Memorandum, any violations by a Purchaser Party of state or federal securities laws, or any conduct by a Purchaser Party which constitutes fraud, gross negligence, willful misconduct or malfeasance).
Covenants Regarding Indemnification