Common use of Indemnification and Claims Clause in Contracts

Indemnification and Claims. We agree to indemnify, hold harmless and reimburse each other Underwriter, their respective affiliates, directors, officers, employees, agents, counsel, representatives, and participants (collectively, "Underwriter Parties") to the extent, and upon the terms that we will agree, as one of the Underwriters, to indemnify, hold harmless and reimburse the Company, the Selling Securityholders, if any, and certain other persons pursuant to the Underwriting Agreement. This indemnity agreement shall remain in full force and effect regardless of any investigation made by or on behalf of such other Underwriter Parties or any statement made to the Commission as to the results thereof. In the event that at any time any person other than an Underwriter Party asserts a claim against one or more of the Underwriters or against you as Representative of the Underwriters arising out of an alleged untrue -8- statement or omission in the Registration Statement, any Preliminary Prospectus or the Prospectus or any amendment or supplement thereto or documents incorporated by reference therein or relating to any transaction contemplated by this Agreement, we authorize you to make such investigation, to retain such counsel for the Underwriters and to take such action in the defense of such claim as you may deem necessary or advisable. You may settle such claim with the approval of a majority in interest of the Underwriters. We will pay our proportionate share (based upon our underwriting obligation) of all expenses incurred by you, including the fees and expenses of counsel for the Underwriters, in investigating and defending against such claim and our proportionate share of the aggregate liability incurred by all Underwriters in respect of such claim after deducting any contribution or indemnification obtained pursuant to the Underwriting Agreement, or otherwise, from persons other than Underwriters, whether such liability is the result of a judgment against one or more of the Underwriters or the result of any such settlement. We and any other Underwriter may retain separate counsel at our own expense. A claim against or liability incurred by a person who controls an Underwriter shall be deemed to have been made against or incurred by such Underwriter. In the event of default by us in respect of our obligations under this Section, each non-defaulting Underwriter shall assume its proportionate share of our obligations without relieving us of our liability hereunder.

Appears in 2 contracts

Samples: Master Agreement (Premium Cigars International LTD), Master Agreement (Premium Cigars International LTD)

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Indemnification and Claims. We agree to indemnify(a) Each of the Warrantors (each, hold harmless an “Indemnifying Party”) shall, jointly and reimburse each severally, indemnify the Investor) from and against all losses and costs (including the fees, disbursements and other Underwritercharges of counsel incurred by the Investor and its Affiliates, their respective affiliatesofficers, directors, officersagents and employees (each an “Indemnified Party”) in any action between the Indemnifying Party and the Indemnified Party or between the Indemnified Party and any third party, employees, agents, counsel, representatives, and participants in connection with any investigation or evaluation of a claim or otherwise) (collectively, "Underwriter Parties"“Losses”) resulting from or arising out of any breach by the Indemnifying Party of any Warranty, covenant or agreement in this Agreement. The amount of any payment to the extent, and Investor shall be sufficient to hold each Indemnified Party harmless from any diminution in value of the Notes or the shares of the Cayman Holdco issuable upon the terms that we will agree, as one exchange of the UnderwritersNotes resulting from such breach. Any indemnity as referred to in this Section 8.1 for breach of a Warranty shall be (i) such as to place the Indemnified Party in the same position as it would have been in had there not been any breach of the Collective Warranty under which the Indemnified Party is to be indemnified and (ii) calculated based on the entire investment made by the Investor and its Affiliates in the Group, including without limitation the purchase of the Notes. In connection with the obligation of the Indemnifying Party to indemnify, hold harmless and reimburse the Companyindemnify for expenses as set forth above, the Selling SecurityholdersIndemnifying Party shall, if anyupon presentation of appropriate receipts containing reasonable detail, and certain other persons pursuant reimburse each Indemnified Party for all such expenses as they are incurred by such Indemnified Party. (b) The Investor seeking indemnification with respect to any Loss incurred by any Indemnified Party shall give written notice to the Underwriting AgreementIndemnifying Party, provided that failure to provide such notice will not relieve the Indemnifying Party of its obligations hereunder unless it is actually prejudiced by such failure to receive such notice. (c) If any claim, demand or Liability is asserted by any third party against any Indemnified Party, the Indemnifying Party shall upon the written request of the Investor, defend any actions or proceedings brought against any Indemnified Party in respect of matters embraced by the indemnity under this Section 8.1. This indemnity agreement shall remain in full force and effect regardless If within ten days after a request to defend any action or proceeding, the Indemnifying Party neglects to defend the Indemnified Party, the Indemnified Party will have the right to undertake the defense, compromise or settlement of any investigation made by or such claim on behalf of such other Underwriter Parties or any statement made to the Commission as to the results thereof. In the event that at any time any person other than an Underwriter Party asserts a claim against one or more of the Underwriters or against you as Representative of the Underwriters arising out of an alleged untrue -8- statement or omission in the Registration Statement, any Preliminary Prospectus or the Prospectus or any amendment or supplement thereto or documents incorporated by reference therein or relating to any transaction contemplated by this Agreement, we authorize you to make such investigation, to retain such counsel and for the Underwriters account and to take such action risk of Indemnifying Party and a recovery against the Indemnified Party suffered by it in the defense of such claim as you may deem necessary or advisable. You may settle such claim with the approval of a majority in interest of the Underwriters. We will pay our proportionate share (based upon our underwriting obligation) of all expenses incurred by you, including the fees and expenses of counsel for the Underwriters, in investigating and defending against such claim and our proportionate share of the aggregate liability incurred by all Underwriters in respect of such claim after deducting any contribution or indemnification obtained pursuant to the Underwriting Agreement, or otherwise, from persons other than Underwriters, whether such liability is the result of a judgment against one or more of the Underwriters or the result of any such settlement. We and any other Underwriter may retain separate counsel at our own expense. A claim against or liability incurred by a person who controls an Underwriter good faith shall be deemed to have been made conclusive in its favor against or incurred by such Underwriter. In the event of default by us in respect of our obligations under this Section, each non-defaulting Underwriter shall assume its proportionate share of our obligations without relieving us of our liability hereunderIndemnifying Party.

Appears in 1 contract

Samples: Note Purchase Agreement (Ascendent Capital Partners II, L.P.)

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Indemnification and Claims. We A. Seller shall, and hereby agree to indemnifyjointly and severally to, indemnify and hold harmless Buyer at all times from or after the Closing against and reimburse each other Underwriter, their respective affiliates, directors, officers, employees, agents, counsel, representatives, and participants (collectively, "Underwriter Parties") in respect to the extent, and upon the terms that we will agreeany Buyer Damages, as one hereinafter defined. Buyer Damages, as used herein, shall include any claims, actions, demands, losses, costs, expenses, liabilities (joint or several), penalties and damages, including attorneys' fees (including appellate proceedings and paralegal fees) incurred in investigating or in attempting to avoid or defend same or oppose the imposition thereof, resulting to Buyer from (a) any inaccurate representation made in or under this Agreement which survives Closing; (b) breach of any of the Underwriters, to indemnify, hold harmless and reimburse warranties made in or under this Agreement which survives Closing; (c) breach or default in the Company, the Selling Securityholders, if any, and certain other persons pursuant to the Underwriting Agreement. This indemnity agreement shall remain in full force and effect regardless performance of any investigation made by or on behalf of such other Underwriter Parties or any statement made to the Commission as to the results thereof. In the event that at any time any person other than an Underwriter Party asserts a claim against one or more of the Underwriters covenants to be performed subsequent to Closing hereunder; (d) any debts, liabilities or against you as Representative obligations of the Underwriters arising out of an alleged untrue -8- statement or omission in the Registration StatementSeller whether accrued, any Preliminary Prospectus or the Prospectus or any amendment or supplement thereto or documents incorporated by reference therein or relating to any transaction contemplated by this Agreementabsolute, we authorize you to make such investigation, to retain such counsel for the Underwriters and to take such action in the defense of such claim as you may deem necessary or advisable. You may settle such claim with the approval of a majority in interest of the Underwriters. We will pay our proportionate share (based upon our underwriting obligation) of all expenses incurred by you, including the fees and expenses of counsel for the Underwriters, in investigating and defending against such claim and our proportionate share of the aggregate liability incurred by all Underwriters in respect of such claim after deducting any contribution or indemnification obtained pursuant to the Underwriting Agreementcontingent, or otherwise, due or to become due; and (e) any claims (relating to the Assets or business of Seller or act or omissions of Seller) of persons or entities based on facts prior to Closing including, but not limited to, environmental matters. Such indemnity shall not apply until an aggregate of Buyer Damages in excess of $5,000.00 has been incurred by Buyer. B. Buyer shall, and hereby agrees to indemnify and hold harmless Seller at all times from persons other than Underwritersor after the Closing against and in respect to any Seller Damages, whether such liability is as hereinafter defined. Seller Damages, as used herein, shall include any claims, actions, demands, losses, costs, expenses, liabilities, penalties and damages, including attorneys' fees (including appellate proceedings and paralegal fees) incurred in investigating or in attempting to avoid or defend same or oppose the result imposition thereof, resulting to Seller from (a) any inaccurate representation made in or under this Agreement which survives Closing (b) breach of a judgment against one or more any of the Underwriters warranties made in or under this Agreement which survives Closing and (c) breach or default in the result performance of any such settlementof the covenants to be performed subsequent to Closing hereunder. We and any other Underwriter may retain separate counsel at our own expense. A claim against or liability Such indemnity shall not apply until an aggregate of Seller Damages in excess of $5,000.00 has been incurred by a person who controls an Underwriter shall be deemed to have been made against or incurred by such Underwriter. In the event of default by us in respect of our obligations under this Section, each non-defaulting Underwriter shall assume its proportionate share of our obligations without relieving us of our liability hereunderSeller.

Appears in 1 contract

Samples: Asset Acquisition Agreement (Earthcare Co)

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