Due Diligence Indemnification Sample Clauses
The 'Due Diligence; Indemnification' clause requires one or both parties to conduct thorough investigations and assessments before entering into an agreement, and establishes responsibility for compensating the other party if certain losses or damages occur. In practice, this means a party must take reasonable steps to verify information, assess risks, or confirm compliance, and if a breach or misrepresentation is discovered, the responsible party must cover resulting costs or liabilities. This clause ensures that parties act responsibly and provides a mechanism for financial protection if due diligence is not properly performed or if issues arise after the agreement is made.
Due Diligence Indemnification. (a) In connection with the preparation and filing of any prospectus in connection with a Piggyback Registration as herein contemplated, the Company will give the Investor, the underwriter or underwriters of such Distribution, if any, and their respective counsel, auditors and other representatives, the opportunity to fully participate in the preparation of such documents and each amendment thereof or supplement thereto, and will insert therein such material furnished to the Company in writing, which in the reasonable judgment of the Company and its counsel should be included, and will give each of them such reasonable and customary access to the Company's books and records and such reasonable and customary opportunity to discuss the business of the Company with its officers and auditors, and to conduct all reasonable and customary due diligence which the Investor and the underwriters or underwriter, if any, and their respective counsel may reasonably require in order to conduct a reasonable investigation in order to enable such underwriters to execute any certificate required to be executed by them in Canada for inclusion in such documents, provided that the Investor and the underwriters agree to maintain the confidentiality of such information.
(b) In connection with any Piggyback Registration, the Company will indemnify and hold harmless the Investor and its Affiliates and each of their respective directors, officers, employees and agents, shareholders, limited partners and underwriters, from and against any loss (excluding loss of profits), liability, claim, damage and expense whatsoever (including reasonable legal fees and expenses), including any amounts paid in settlement of any investigation, order, litigation, proceeding or claim, joint or several, incurred, arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any prospectus, or any amendment or supplement thereto, including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading or as incurred, arising out of or based upon any failure to comply with Applicable Securities Laws (other than any failure to comply with Applicable Securities Laws by the Investor); provided that the Company will not be liable under this Section 1.6(b) of this Sch...
Due Diligence Indemnification. Preparation; Reasonable Investigation 23 Section 7.2 Indemnification by the Company 23 Section 7.3 Defence of Claim by Company 24 Section 7.4 Contribution 25 Section 7.5 Survival 25 Section 7.6 Demand Shareholder and Piggyback Shareholder as Trustee 25
Due Diligence Indemnification. 9.1 Preparation; Reasonable Investigation 17 9.2 Indemnification 17
Due Diligence Indemnification. PUEBLO HOLDINGS SHALL PROTECT, DEFEND, INDEMNIFY AND HOLD THE SELLER INDEMNITEES HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS AND LOSSES CAUSED DIRECTLY OR INDIRECTLY BY THE ACTS OR OMISSIONS OF PUEBLO HOLDINGS, PUEBLO HOLDINGS’ AFFILIATES OR ANY PERSON ACTING ON PUEBLO HOLDINGS’ OR ITS AFFILIATE’S BEHALF IN CONNECTION WITH ANY DUE DILIGENCE CONDUCTED PURSUANT TO OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING ANY SITE VISITS AND ENVIRONMENTAL SAMPLING; PROVIDED, HOWEVER, THAT THIS PROVISION SHALL NOT APPLY TO ANY ENVIRONMENTAL CLAIM OR LIABILITY OF ANY PUEBLO COMPANY DISCOVERED BY BUYERS THROUGH DUE DILIGENCE. Pueblo Holdings shall comply fully with all rules, regulations, policies and instructions issued by either Pueblo Company or any Third Person operator and provided to Pueblo Holdings regarding Pueblo Holdings’ actions while upon, entering or leaving any property, including any insurance requirements that any Pueblo Company reasonably may impose on contractors authorized to perform work on any property owned or operated by either Pueblo Company.
Due Diligence Indemnification. Purchaser agrees to indemnify, protect, defend and hold Seller and its direct and indirect partners, trustees, beneficiaries, shareholders, members, managers, officers, directors, employees, advisors and other agents (collectively, the “Indemnified Parties”) harmless from and against any and all actual and reasonable liabilities, demands, actions, causes of action, suits, claims, losses, damages, costs and expenses (including, without limitation, reasonable attorneys’ fees, court costs and litigation expenses) suffered or incurred by any of the Indemnified Parties as a result of damage to property or injury to person or property at the Property resulting from any activities of Purchaser, and Purchaser’s employees, consultants, contractors or other agents, at the Property in connection with Purchaser’s access rights (“Costs”), excluding Costs to the extent resulting from Purchaser’s mere discovery of pre-existing conditions or to the extent caused by the acts, omissions or gross negligence of any Indemnified Party, and Purchaser shall have no liability therefor. The provisions of this paragraph shall survive Closing.
Due Diligence Indemnification. (a) THE PARTNERSHIP AND BUYER SHALL PROTECT, DEFEND, INDEMNIFY AND HOLD THE SELLER INDEMNITEES HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS AND LOSSES CAUSED DIRECTLY OR INDIRECTLY BY THE ACTS OR OMISSIONS OF BUYER, BUYER’S AFFILIATES OR ANY PERSON ACTING ON BUYER’S OR ITS AFFILIATE’S BEHALF IN CONNECTION WITH ANY DUE DILIGENCE CONDUCTED PURSUANT TO OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING ANY SITE VISITS, REGARDLESS OF WHETHER SUCH CLAIM OR LOSS WAS CAUSED OR CONTRIBUTED TO BY THE NEGLIGENCE, STRICT LIABILITY, OR OTHER FAULT OF, SELLERS, SELLER INDEMNITEES, OR ANY OF THEIR AGENTS OR EMPLOYEES. Buyer shall comply fully with all rules, regulations, policies and instructions issued by Crude JV or any Third Person operator and provided to Buyer regarding Buyer’s actions while upon, entering or leaving any property, including any insurance requirements that Crude JV reasonably may impose on contractors authorized to perform work on any property owned or operated by Crude JV.
(b) Buyer will provide to Sellers copies of any and all written materials prepared prior to Closing by any Third Person for or on behalf of Buyer in respect of any environmental matters with respect to the Assets or the operation of the business of Crude JV (including Phase I Environmental Assessments and environmental consultant reports, as applicable, delivered to Buyer or the Partnership or its advisors, but excluding any written materials prepared by counsel to Buyer or the Partnership) within three (3) Business Days of Buyer’s request therefor (but in any event prior to Closing).
Due Diligence Indemnification. 17 4.1 Establishment; reasonable investigation ........................................................................ 17 4.2 Indemnification by the Corporation ............................................................................... 17 4.3 Indemnification by the Selling Shareholder .................................................................. 18 4.4 Contestation of action by Indemnifying Parties............................................................. 19 4.5 Survival .......................................................................................................................... 20 4.6 Status as trustee .............................................................................................................. 20 ARTICLE 5
Due Diligence Indemnification. Section 7.1 Preparation; Reasonable Investigation. 24 Section 7.2 Indemnification by the Company. 24 Section 7.3 Defence of Claim. 25 Section 7.4 Contribution. 26 Section 7.5 Survival. 26 Section 7.6 Participating Shareholder as Trustee. 26
Due Diligence Indemnification