Indemnification and Exculpation. Sublessee agrees to indemnify and hold Sublessor and Master Lessor, and their respective partners, members, shareholders, officers, directors and employees, harmless from and against any and all liabilities, losses, costs, expenses, fines, penalties and claims of any kind whatsoever, including, without limitation, any loss or damage to property of Master Lessor, Sublessor, Sublessee or any other person or any claim or liability arising from any injury to or death of any person, which arises from or is in any way related to: (a) the Subleased Premises; (b) the use and occupancy of the Subleased Premises by Sublessee and Sublessee’s employees, contractors, agents, invitees and licensees or any other party; (c) any activity, work or other thing done, permitted or suffered by Sublessee in or about the building in which the Subleased Premises exists, including, but not limited to, the handling of hazardous materials; (d) any breach or default by Sublessee of any of Sublessee’s obligations under this Sublease or the Master Lease; or (e) any acts, omissions or negligence of Sublessee, Sublessee’s agents, employees, invitees, licensees or contractors. Sublessee shall, at Sublessee’s expense, and by counsel satisfactory to Sublessor and Master Lessor, defend Sublessor and Master Lessor in any action or proceeding arising from any such claim and shall indemnify Sublessor and Master Lessor against all costs, attorneys’ fees, expert witness fees and any other expenses incurred in such action or proceeding. This Sublease is made on the express condition that Sublessor shall not be liable for, or suffer loss or incur any liability by reason of, injury to or death of any person or persons or damage to or loss of use of property, from whatever cause in any way connected with the condition or use of the Subleased Premises or personal property or fixtures therein or thereon or connected with activities of Sublessee or any of Sublessee’s employees, agents, invitees, contractors or licensees, including, without limitation, any and all liability for injury to or death of, or damage to or loss of the use of the property of, Sublessee or any of Sublessee’s employees, agents, invitees, contractors or licensees, except to the extent caused solely by the gross negligence or willful misconduct of Sublessor. Without limiting the generality of the foregoing, Sublessor shall not be liable for injury or damage that may be sustained by the person or property of Sublessee, Sublessee’s employees, invitees or customers or any other person in or about the Subleased Premises, that is caused by or results from fire, steam, electricity, gas, water, rain, that may leak or flow from or into any part of the Subleased Premises, or from the breakage, leakage, obstruction or other defects of pipes, sprinklers, wires, appliances, plumbing, air conditioning or lighting fixtures, whether such damage or injury results from conditions arising upon the Subleased Premises, from the roof, street or subsurface or from any other sources. Sublessor further shall not be liable for injury to Sublessee’s business or any loss of income therefrom or any damages arising from any act or omission of any other tenant, occupant or user of the building in which the Subleased Premises exists. In the event that any of the foregoing events or situations occurs, Sublessee agrees to look solely to Master Lessor for recovery pursuant to the terms and provisions of the Master Lease and not to Sublessor. The provisions of this Section 26 shall survive the expiration or earlier termination of this Sublease.
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Indemnification and Exculpation. Sublessee 8. The Company (the "INDEMNIFYING PARTY") agrees to indemnify and hold Sublessor harmless the Placement Agents, their affiliates and Master Lessortheir parents and their affiliates, and their the respective partners, members, shareholdersdirectors, officers, directors agents and employeesemployees of the Placement Agents, harmless their affiliates and their parents and their affiliates, and each person, if any, who controls either of the Placement Agents within the meaning of the Act or the Exchange Act from and against any and all liabilities, losses, costsclaims, expensesdamages, finesjudgments, penalties assessments, costs and claims other liabilities (or actions or proceedings in respect thereof) to which the Placement Agents or such entity or person may become subject related to or arising out of any kind whatsoever, (i) the Placement Agents' engagement hereunder including, without limitation, the use or content of the Registration Statement, any loss preliminary prospectus or damage to property of Master Lessorthe Prospectus, Sublessor, Sublessee or any amendment or supplement thereto, or (ii) the activities of the Company in connection with the Offerings, and will reimburse the Placement Agents and each such entity or person for all reasonable legal and other person expenses as incurred in connection with investigating, preparing, pursuing or defending any such loss, claim, damage, judgment, assessment, cost, liability, action, investigation or proceeding whether or not in connection with pending or threatened litigation in which either the Placement Agents or any claim such entity or liability arising from any injury to or death of any person, which arises from or person is in any way related to: (a) the Subleased Premises; (b) the use and occupancy of the Subleased Premises by Sublessee and Sublessee’s employees, contractors, agents, invitees and licensees or any other a party; (c) any activityprovided, work or other thing donehowever, permitted or suffered by Sublessee in or about that the building in which the Subleased Premises exists, including, but not limited to, the handling of hazardous materials; (d) any breach or default by Sublessee of any of Sublessee’s obligations under this Sublease or the Master Lease; or (e) any acts, omissions or negligence of Sublessee, Sublessee’s agents, employees, invitees, licensees or contractors. Sublessee shall, at Sublessee’s expense, and by counsel satisfactory to Sublessor and Master Lessor, defend Sublessor and Master Lessor in any action or proceeding arising from any such claim and shall indemnify Sublessor and Master Lessor against all costs, attorneys’ fees, expert witness fees and any other expenses incurred in such action or proceeding. This Sublease is made on the express condition that Sublessor Company shall not be liable forin the case of clause (i) for losses, claims, damages, judgments, assessments, costs, liabilities or suffer loss expenses that (x) a court of competent jurisdiction shall have found in a final judgment which is no longer subject to appeal or incur any liability by reason of, injury further review to or death of any person or persons or damage to or loss of use of property, have arisen solely from whatever cause in any way connected with the condition or use of the Subleased Premises or personal property or fixtures therein or thereon or connected with activities of Sublessee or any of Sublessee’s employees, agents, invitees, contractors or licensees, including, without limitation, any and all liability for injury to or death of, or damage to or loss of the use of the property of, Sublessee or any of Sublessee’s employees, agents, invitees, contractors or licensees, except to the extent caused solely by the gross negligence or willful misconduct of Sublessor. Without limiting the generality either of the foregoingPlacement Agents or (y) are caused by any untrue statement or omission or alleged untrue statement or omission based upon information relating to the Placement Agents furnished in writing to the Company by the Placement Agents specifically for use in the Registration Statement, Sublessor any preliminary prospectus or any Prospectus or any amendment or supplement thereto. In case any proceeding shall be instituted involving any person in respect to whom indemnity may be sought, such person (the "INDEMNIFIED PARTY") shall promptly notify the indemnifying party in writing; provided, however, that failure to so notify the indemnifying party shall not relieve the indemnifying party from any liability the indemnifying party may have on account of this indemnity or otherwise, except to the extent the indemnifying party shall have been materially prejudiced by such failure. The indemnifying party, upon the request of the indemnified party, shall retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others the indemnifying party may reasonably designate in such proceedings and shall pay as incurred the fees and expenses of such counsel related to such proceeding. In any such proceeding, any indemnified party shall have the right to retain its own counsel at its own expense, except that the indemnifying party shall pay as incurred the reasonable fees and expenses of counsel retained by the indemnified party in the event that (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel, (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of all such parties by the same counsel would constitute a real or perceived conflict of interest in the reasonable opinion of the indemnified party, due to actual or potential differing interests between them or (iii) the indemnifying party has failed to assume the defense and employ counsel. The indemnifying party shall not be liable for injury or damage that may be sustained by the person or property any settlement of Sublessee, Sublessee’s employees, invitees or customers or any other person in or about the Subleased Premises, that is caused by or results from fire, steam, electricity, gas, water, rain, that may leak or flow from or into any part of the Subleased Premises, or from the breakage, leakage, obstruction or other defects of pipes, sprinklers, wires, appliances, plumbing, air conditioning or lighting fixtures, whether such damage or injury results from conditions arising upon the Subleased Premises, from the roof, street or subsurface or from any other sources. Sublessor further proceeding effected without its written consent (which consent shall not be liable unreasonably withheld), but if settled with such consent or if there be a final judgment for injury the plaintiff, the indemnifying party agrees to Sublessee’s business indemnify the indemnified party to the extent set forth in this Agreement. The indemnifying party will not, without the prior written consent of the indemnified party, settle, compromise or consent to the entry of any loss judgment in or otherwise seek to terminate any pending or threatened action or proceeding in respect of income therefrom which indemnification or any damages arising contribution may be sought hereunder unless such settlement, compromise, consent or termination includes an unconditional release of the indemnified party from any act and all liability with respect to such action or omission of any other tenant, occupant or user of the building in which the Subleased Premises existsproceeding. In the event that any a claim for indemnification as described herein is unavailable or insufficient, then the Company shall contribute to the aggregate losses, claims, damages or liabilities to which the Placement Agents, their affiliates and their parents and their affiliates, and the respective directors, officers, agents, employees or controlling persons may be subject in such amount as is appropriate to reflect the relative benefits received by the Company on the one hand and the party seeking contribution on the other and the relative fault of the foregoing events or situations occursCompany on the one hand and the party seeking contribution on the other, Sublessee agrees as well as any relevant equitable contributions; provided, however, that in no event shall the Company contribute less than the amount necessary to look solely ensure that the Placement Agents and such entities and persons, in the aggregate, are not liable for any losses, claims, damages, judgments, assessments, costs and other liabilities in excess of the amount of the Placement Fee actually received by the Placement Agents hereunder. The relative benefits received by the Company and on the one hand and the Placement Agents on the other shall be deemed to Master Lessor for recovery pursuant be in the same proportion as the total net proceeds from the Concurrent Offering (before deducting expenses) received by the Company bear to the terms and provisions of Placement Fee paid to the Master Lease and not to SublessorPlacement Agents by the Company. The provisions of this Section 26 Agreement relating to reimbursement, indemnification and contribution shall survive termination, modification or completion of the expiration engagement of the Placement Agents and shall be binding upon any successors or earlier termination assigns of this Subleasethe Company.
Appears in 2 contracts
Samples: Placement Agency Agreement (Florida Panthers Holdings Inc), Placement Agency Agreement (Florida Panthers Holdings Inc)
Indemnification and Exculpation. Sublessee (a) The Company (in such capacity, the “Indemnifying Party”) agrees to indemnify and hold Sublessor and Master Lessorharmless the Investors, and each of their Affiliates and each of the Investors’ and their Affiliates’ respective officers, directors, partners, shareholders, members, shareholderstrustees, officerscontrolling persons, directors and employees, harmless agents, advisors, attorneys and representatives (each, an “Indemnified Party”) from and against any and all losses, claims, damages, liabilities, losses, costs, expenses, fines, penalties and claims of any kind whatsoever, costs and expenses (including, without limitation, reasonable and documented fees and disbursements of outside counsel), to which any loss Indemnified Party may become subject arising out of or damage in connection with or relating to property of Master Lessorthis Equity Commitment Agreement or the transaction documents and the transactions contemplated hereby, Sublessor, Sublessee or any other person breach by the Company of this Equity Commitment Agreement or any claim Plan Support Agreement, or liability arising from any injury claim, litigation, investigation or proceeding relating to or death of any person, which arises from or is in any way related to: (a) the Subleased Premises; (b) the use and occupancy of the Subleased Premises by Sublessee and Sublessee’s employeesforegoing, contractors, agents, invitees and licensees or regardless of whether any other party; (c) any activity, work or other thing done, permitted or suffered by Sublessee in or about the building in which the Subleased Premises exists, including, but not limited to, the handling of hazardous materials; (d) any breach or default by Sublessee of any of Sublessee’s obligations under this Sublease or the Master Lease; or (e) any acts, omissions or negligence of Sublessee, Sublessee’s agents, employees, invitees, licensees or contractors. Sublessee shall, at Sublessee’s expenseIndemnified Party is a party thereto, and by counsel satisfactory to Sublessor the Company shall reimburse each Indemnified Party upon demand for all reasonable and Master Lessor, defend Sublessor documented out-of-pocket legal and Master Lessor in any action or proceeding arising from any such claim and shall indemnify Sublessor and Master Lessor against all costs, attorneys’ fees, expert witness fees and any other expenses incurred by it in such action connection with investigating, preparing to defend or proceeding. This Sublease is made on the express condition that Sublessor shall not be liable fordefending, or suffer loss providing evidence in or incur preparing to serve or serving as a witness with respect to, any liability by reason oflawsuit, injury investigation, claim or other proceeding relating to or death of any person or persons or damage to or loss of use of property, from whatever cause in any way connected with the condition or use of the Subleased Premises or personal property or fixtures therein or thereon or connected with activities of Sublessee or any of Sublessee’s employees, agents, invitees, contractors or licensees, foregoing (including, without limitation, any and all liability for injury to or death of, or damage to or loss in connection with the enforcement of the use indemnification obligations set forth herein), irrespective of whether the property of, Sublessee or any of Sublessee’s employees, agents, invitees, contractors or licenseestransactions contemplated hereby are consummated, except to the extent caused solely such cost or expense is found in a final non-appealable judgment by the a court of competent jurisdiction to have resulted from an Indemnified Party’s bad faith, gross negligence or willful misconduct of Sublessor. Without limiting the generality or from such Indemnified Party’s breach of the foregoingrelevant Plan Support Agreement, Sublessor as applicable, or this Equity Commitment Agreement; provided, that the Indemnifying Party shall not have to reimburse the legal fees and expenses of more than one outside counsel (and any local counsel) for all Indemnified Persons with respect to any specific matter for which indemnification is sought unless, as reasonably determined by any such Indemnified Person or its counsel, representation of all such Indemnified Persons would be liable for injury inappropriate or damage that may be sustained by the person impracticable or property create an actual or potential conflict of Sublessee, Sublessee’s employees, invitees or customers or any other person in or about the Subleased Premises, that is caused by or results from fire, steam, electricity, gas, water, rain, that may leak or flow from or into any part of the Subleased Premises, or from the breakage, leakage, obstruction or other defects of pipes, sprinklers, wires, appliances, plumbing, air conditioning or lighting fixtures, whether such damage or injury results from conditions arising upon the Subleased Premises, from the roof, street or subsurface or from any other sources. Sublessor further shall not be liable for injury to Sublessee’s business or any loss of income therefrom or any damages arising from any act or omission of any other tenant, occupant or user of the building in which the Subleased Premises exists. In the event that any of the foregoing events or situations occurs, Sublessee agrees to look solely to Master Lessor for recovery pursuant to the terms and provisions of the Master Lease and not to Sublessor. The provisions of this Section 26 shall survive the expiration or earlier termination of this Subleaseinterest.
Appears in 2 contracts
Indemnification and Exculpation. Sublessee agrees (a) Each of Parent, Merger Sub and the Company agree that, to indemnify the fullest extent permitted under applicable Law, all rights to indemnification, advancement and hold Sublessor exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors, officers and Master Lessoremployees of the Company, Parent and its Subsidiaries, and the fiduciaries currently indemnified under benefit plans of the Company, Parent and/or its Subsidiaries, or any Person who comes to serve in such capacity prior to the Effective Time, as provided in each of their respective partnerscertificates of incorporation, membersby-laws (or comparable organizational document) or other agreements providing indemnification, shareholdersadvancement or exculpation, shall survive the Merger and shall continue in full force and effect in accordance with their terms, and no such provision in any certificate of incorporation, by-law (or comparable organizational document) or other agreement shall be amended, modified or repealed in any manner that would adversely affect the rights or protections thereunder to any such individual with respect to acts or omissions occurring at or prior to the Effective Time. In addition, from and after the Effective Time, all directors, officers and employees of the Parent and its Subsidiaries, and all fiduciaries currently indemnified under benefit plans of the Company, Parent and/or its Subsidiaries who become directors, officers, directors and employees, harmless from and against any and all liabilities, losses, costs, expenses, fines, penalties and claims employees of any kind whatsoever, including, without limitation, any loss Parent and/or its Subsidiaries or damage to property of Master Lessor, Sublessor, Sublessee or any other person or any claim or liability arising from any injury to or death of any person, which arises from or is in any way related to: (a) the Subleased Premises; (b) the use and occupancy fiduciaries under benefit plans of the Subleased Premises by Sublessee Parent and/or its Subsidiaries will be entitled to the indemnity, advancement and Sublessee’s employeesexculpation rights and protections afforded to directors, contractors, agents, invitees officers and licensees or any other party; (c) any activity, work or other thing done, permitted or suffered by Sublessee in or about the building in which the Subleased Premises exists, including, but not limited to, the handling employees of hazardous materials; (d) any breach or default by Sublessee of any of Sublessee’s obligations Parent and/or its Subsidiaries and to fiduciaries under this Sublease or the Master Lease; or (e) any acts, omissions or negligence of Sublessee, Sublessee’s agents, employees, invitees, licensees or contractors. Sublessee shall, at Sublessee’s expense, and by counsel satisfactory to Sublessor and Master Lessor, defend Sublessor and Master Lessor in any action or proceeding arising from any such claim and shall indemnify Sublessor and Master Lessor against all costs, attorneys’ fees, expert witness fees and any other expenses incurred in such action or proceeding. This Sublease is made on the express condition that Sublessor shall not be liable for, or suffer loss or incur any liability by reason of, injury to or death of any person or persons or damage to or loss of use of property, from whatever cause in any way connected with the condition or use benefit plans of the Subleased Premises Parent and/or its Subsidiaries. From and after the Effective Time, Parent and its Subsidiaries will continue to honor and fulfill all obligations pursuant to any written indemnification agreements with any present and former director or personal property or fixtures therein or thereon or connected with activities officer of Sublessee or any of Sublessee’s employeesCompany, agents, invitees, contractors or licensees, including, without limitation, any and all liability for injury to or death of, or damage to or loss Parent and/or its Subsidiaries in effect as of the use date hereof. From and after the Effective Time, Parent shall cause the Surviving Entity to honor and perform, in accordance with their respective terms, each of the property of, Sublessee or any of Sublessee’s employees, agents, invitees, contractors or licensees, except to the extent caused solely by the gross negligence or willful misconduct of Sublessor. Without limiting the generality of the foregoing, Sublessor shall not be liable for injury or damage that may be sustained by the person or property of Sublessee, Sublessee’s employees, invitees or customers or any other person covenants contained in or about the Subleased Premises, that is caused by or results from fire, steam, electricity, gas, water, rain, that may leak or flow from or into any part of the Subleased Premises, or from the breakage, leakage, obstruction or other defects of pipes, sprinklers, wires, appliances, plumbing, air conditioning or lighting fixtures, whether such damage or injury results from conditions arising upon the Subleased Premises, from the roof, street or subsurface or from any other sources. Sublessor further shall not be liable for injury to Sublessee’s business or any loss of income therefrom or any damages arising from any act or omission of any other tenant, occupant or user of the building in which the Subleased Premises exists. In the event that any of the foregoing events or situations occurs, Sublessee agrees to look solely to Master Lessor for recovery pursuant to the terms and provisions of the Master Lease and not to Sublessor. The provisions of this Section 26 shall survive the expiration or earlier termination of this Sublease5.1 without limit as to time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Renewable Innovations, Inc.), Agreement and Plan of Merger (Tiger X Medical, Inc.)
Indemnification and Exculpation. Sublessee agrees No Manager, or his, her or its Affiliates, or any officer of the Company, or any SC Member, or the Tax Matters Representative shall have any liability to indemnify and hold Sublessor and Master Lessor, and their respective partners, members, shareholders, officers, directors and employees, harmless from and against the Company or to any and all liabilities, losses, costs, expenses, fines, penalties and claims of any kind whatsoever, including, without limitation, Member for any loss or damage to property of Master Lessor, Sublessor, Sublessee or any other person or any claim or liability arising from any injury to or death of any person, which arises from or is in any way related to: (a) the Subleased Premises; (b) the use and occupancy of the Subleased Premises by Sublessee and Sublessee’s employees, contractors, agents, invitees and licensees or any other party; (c) any activity, work or other thing done, permitted or suffered by Sublessee in or about the building in which the Subleased Premises exists, including, but not limited to, the handling Company that arises out of hazardous materials; (d) any breach or default by Sublessee of any of Sublessee’s obligations under this Sublease or the Master Lease; or (e) any acts, omissions or negligence of Sublessee, Sublessee’s agents, employees, invitees, licensees or contractors. Sublessee shall, at Sublessee’s expense, and by counsel satisfactory to Sublessor and Master Lessor, defend Sublessor and Master Lessor in any action or proceeding arising from any such claim and shall indemnify Sublessor and Master Lessor against all costs, attorneys’ fees, expert witness fees and any other expenses incurred in such action or proceeding. This Sublease is made on the express condition that Sublessor shall not be liable for, or suffer loss or incur any liability by reason of, injury to or death inaction of any person Manager or persons his, her or damage to its Affiliates or loss officer or SC Member or the Tax Matters Representative, if such Manager or his, her or its Affiliates or officer or SC Member or the Tax Matters Representative, as the case may be, in good faith, determined that such course of use of property, from whatever cause conduct was in any way connected with the condition or use best interests of the Subleased Premises or personal property or fixtures therein or thereon or connected with activities Company and if such course of Sublessee or any of Sublessee’s employees, agents, invitees, contractors or licensees, including, without limitation, any and all liability for injury to or death of, or damage to or loss of the use of the property of, Sublessee or any of Sublessee’s employees, agents, invitees, contractors or licensees, except to the extent caused solely by the conduct did not constitute gross negligence or willful misconduct of Sublessorsuch Manager or his, her or its Affiliates or officer or SC Member or the Tax Matters Representative. Each Manager and his, her or its Affiliates, each officer, each SC Member and the Tax Matters Representative shall be indemnified by the Company against any losses, judgments, liabilities, expenses and amounts paid in settlement of any claims sustained by it with respect to actions taken by such Manager or his, her or its Affiliates or officer or SC Member or the Tax Matters Representative on behalf of the Company, provided that the Company shall not indemnify any Person with respect to any matter as to which such Person shall have been adjudicated in any proceeding to have acted with gross negligence or willful misconduct. Without limiting the generality foregoing, such indemnification may include payment by the Company of expenses incurred in defending a civil or criminal action or proceeding in advance of the foregoingfinal disposition of such action or proceeding, Sublessor upon receipt of an undertaking by the Person indemnified to repay such payment if such Person shall be adjudicated not to be entitled to indemnification under this Section 5.11, which undertaking may be accepted without reference to the financial ability of such Person to make repayment. Any indemnification to be provided hereunder may be provided although the Person to be indemnified is no longer a Manager or an Affiliate of a Manager or an officer or a SC Member or the Tax Matters Representative. Any indemnity under this Section 5.11 shall be paid from, and only to the extent of, Company assets, and no Member shall have any personal liability on account thereof. The indemnification provided for herein shall not be liable for injury or damage that may be sustained by the person or property of Sublessee, Sublessee’s employees, invitees or customers or any other person in or about the Subleased Premises, that is caused by or results from fire, steam, electricity, gas, water, rain, that may leak or flow from or into any part of the Subleased Premises, or from the breakage, leakage, obstruction or other defects of pipes, sprinklers, wires, appliances, plumbing, air conditioning or lighting fixtures, whether such damage or injury results from conditions arising upon the Subleased Premises, from the roof, street or subsurface or from any other sources. Sublessor further shall not be liable for injury to Sublessee’s business or any loss of income therefrom or any damages arising from any act or omission deemed exclusive of any other tenantrights to which those indemnified may be entitled under any agreement, occupant vote of Members or user disinterested Managers or otherwise, both as to action in their official capacity and as to action in another capacity while holding such office, and shall continue as to a Person who has ceased to be a Manager (or an Affiliate of a Person who has ceased to be a Manager) or officer or SC Member or the Tax Matters Representative and shall inure to the benefit of the building in which the Subleased Premises existsheirs, executors and administrators of such a Person. In the event that any Any repeal or modification of the foregoing events or situations occurs, Sublessee agrees to look solely to Master Lessor for recovery pursuant to the terms and provisions of the Master Lease and not to Sublessor. The provisions of this Section 26 5.11 by the Members shall survive not adversely affect any right or protection of a Manager or officer or SC Member or the expiration Tax Matters Representative existing at the time of, or earlier termination increase the liability of this Subleaseany Manager or officer or SC Member or the Tax Matters Representative with respect to any acts or omissions of such Manager or officer or SC Member or Tax Matters Representative occurring prior to, such repeal or modification.
Appears in 1 contract
Indemnification and Exculpation. Sublessee agrees to indemnify and hold Sublessor and Master Lessor, and their respective partners, members, shareholders, officers, directors and employees, harmless from and against any and all liabilities, losses, costs, expenses, fines, penalties and claims of any kind whatsoever, including, without limitation, any loss or damage to property of Master Lessor, Sublessor, Sublessee or any other person or any claim or liability arising from any injury to or death of any person, which arises from or is in any way related to: (a) the Subleased Premises; (b) the use and occupancy of the Subleased Premises by Sublessee and Sublessee’s employees, contractors, agents, invitees and licensees or any other party; (c) From and after the Closing Date, Buyer shall cause each IPG Entity to indemnify, defend and hold harmless to the fullest extent such IPG Entity is permitted to indemnity, defend and hold harmless its directors, officers or employees in the Organizational Documents of the applicable IPG Entity and indemnification agreements, in each case, as in effect as of the date of this Agreement, the individuals who on or prior to the Closing Date were directors, officers or employees of such IPG Entity (collectively, the “D&O Indemnitees”), as applicable, with respect to all acts or omissions by them in their capacities as such or taken at the request of such IPG Entity at any activitytime prior to the Closing Date only to the extent such act or omission was in respect of the Business. Xxxxx agrees that all rights of the D&O Indemnitees to indemnification and exculpation from Liabilities for acts or omissions occurring at or prior to the Closing Date pursuant to any Organizational Documents, work indemnification agreements or other thing done, permitted or suffered by Sublessee arrangements of each IPG Entity shall survive the Closing Date and shall continue in or about the building full force and effect in which the Subleased Premises exists, including, but not limited to, the handling of hazardous materials; (d) any breach or default by Sublessee of any of Sublessee’s obligations under this Sublease or the Master Lease; or (e) any acts, omissions or negligence of Sublessee, Sublessee’s agents, employees, invitees, licensees or contractors. Sublessee shall, at Sublessee’s expenseaccordance with their terms, and otherwise to the fullest extent permitted by counsel satisfactory to Sublessor and Master Lessor, defend Sublessor and Master Lessor in any action or proceeding arising from any such claim and shall indemnify Sublessor and Master Lessor against all costs, attorneys’ fees, expert witness fees and any other expenses incurred in such action or proceedingLaw. This Sublease is made on the express condition that Sublessor Such rights shall not be liable foramended, or suffer loss or incur otherwise modified in any liability manner that would adversely affect the rights of the D&O Indemnitees, unless such modification is required by reason ofapplicable Law. In addition, injury from and after the Closing Date, Buyer shall cause each IPG Entity to or death advance and pay any expenses of any person or persons or damage D&O Indemnitee under this Section 5.17 to or loss of use of propertythe fullest extent permitted under Law, from whatever cause in any way connected with the condition or use Organizational Documents of the Subleased Premises or personal property or fixtures therein or thereon or connected with activities of Sublessee or any of Sublessee’s employees, agents, invitees, contractors or licensees, including, without limitation, any applicable IPG Entity and all liability for injury to or death of, or damage to or loss indemnification agreements in effect as of the use date of this Agreement, provided that the property of, Sublessee or any of Sublessee’s employees, agents, invitees, contractors or licensees, except Person to whom expenses are advanced provides an undertaking to repay such advances to the extent caused solely required by the gross negligence or willful misconduct of Sublessor. Without limiting the generality of the foregoing, Sublessor shall not be liable for injury or damage that may be sustained by the person or property of Sublessee, Sublessee’s employees, invitees or customers or any other person in or about the Subleased Premises, that is caused by or results from fire, steam, electricity, gas, water, rain, that may leak or flow from or into any part of the Subleased Premises, or from the breakage, leakage, obstruction or other defects of pipes, sprinklers, wires, appliances, plumbing, air conditioning or lighting fixtures, whether such damage or injury results from conditions arising upon the Subleased Premises, from the roof, street or subsurface or from any other sources. Sublessor further shall not be liable for injury to Sublessee’s business or any loss of income therefrom or any damages arising from any act or omission of any other tenant, occupant or user of the building in which the Subleased Premises exists. In the event that any of the foregoing events or situations occurs, Sublessee agrees to look solely to Master Lessor for recovery pursuant to the terms and provisions of the Master Lease and not to Sublessor. The provisions of this Section 26 shall survive the expiration or earlier termination of this SubleaseLaw.
Appears in 1 contract
Samples: Stock Purchase Agreement
Indemnification and Exculpation. Sublessee agrees to indemnify and hold Sublessor and Master Lessor, and their respective partners, members, shareholders, officers, directors and employees, harmless from and against any and all liabilities, losses, costs, expenses, fines, penalties and claims of any kind whatsoever, including, without limitation, any loss or damage to property of Master Lessor, Sublessor, Sublessee or any other person or any claim or liability arising from any injury to or death of any person, which arises from or is in any way related to: (a) Subject to the Subleased Premises; provisions of Sections 23 and 24, and to the extent not covered by insurance required to be carried by Landlord, Tenant shall indemnify, protect, defend and hold Landlord harmless from all loss, cost, liability, damage or expense (b) the use and occupancy of the Subleased Premises by Sublessee and Sublessee’s employees, contractors, agents, invitees and licensees or any other party; (c) any activity, work or other thing done, permitted or suffered by Sublessee in or about the building in which the Subleased Premises exists, including, but not limited to, penalties, fines, reasonable attorneys' fees or costs (but not lost profits or consequential damages)) (collectively, "Claims") to any person, property or entity arising from Tenant's use of the handling Premises or the conduct of hazardous materials; (d) its business therein or from any activity, work or thing done or permitted to be done by Tenant, or any of Tenant's agents, employees or contractors in or about the Premises, the Building or Common Areas. Tenant shall further indemnify, protect, defend and hold Landlord harmless from all claims arising from any breach or default by Sublessee in the performance of any obligation to be performed by Tenant under the express terms of Sublessee’s obligations this Lease for which Tenant has received the prior written notice of such default by Tenant required under this Sublease Lease and has had a reasonable period of time within which to cure such default pursuant to the provisions hereof, or arising from the Master Lease; or (e) any acts, omissions willful misconduct or negligence of Sublessee, Sublessee’s Tenant or of its agents, employeescontractors, inviteesinvitees or employees and from and against all costs, licensees reasonable attorneys' fees, expenses and liabilities (but not lost profits or contractors. Sublessee shall, at Sublessee’s expense, and by counsel satisfactory to Sublessor and Master Lessor, defend Sublessor and Master Lessor consequential damages) incurred in or about such claim or any action or proceeding arising from brought thereon. In case any action or proceeding shall be brought against Landlord by reason of any such claim and claim, Tenant, upon notice from Landlord, shall indemnify Sublessor and Master Lessor against all costs, attorneys’ fees, expert witness fees and defend the same at Tenant's expense by counsel approved in writing by Landlord. Notwithstanding any other expenses incurred in such action or proceeding. This Sublease is made on the express condition that Sublessor shall not be liable for, or suffer loss or incur any liability by reason of, injury to or death of any person or persons or damage to or loss of use of property, from whatever cause in any way connected with the condition or use of the Subleased Premises or personal property or fixtures therein or thereon or connected with activities of Sublessee or any of Sublessee’s employees, agents, invitees, contractors or licensees, including, without limitation, any and all liability for injury to or death of, or damage to or loss of the use of the property of, Sublessee or any of Sublessee’s employees, agents, invitees, contractors or licensees, except to the extent caused solely by the gross negligence or willful misconduct of Sublessor. Without limiting the generality of the foregoing, Sublessor however, in no event whatsoever shall not Tenant be liable for injury Landlord's lost profits or damage that may be sustained Landlord's consequential damages beyond the rent payable by Tenant under this Lease or rent payable by other tenants in the person or property of Sublessee, Sublessee’s employees, invitees or customers or any other person in or about the Subleased Premises, that is caused by or results from fire, steam, electricity, gas, water, rain, that may leak or flow from or into any part of the Subleased Premises, or from the breakage, leakage, obstruction or other defects of pipes, sprinklers, wires, appliances, plumbing, air conditioning or lighting fixtures, whether such damage or injury results from conditions arising upon the Subleased Premises, from the roof, street or subsurface or from any other sources. Sublessor further shall not be liable for injury to Sublessee’s business or any loss of income therefrom or any damages arising from any act or omission of any other tenant, occupant or user of the building in which the Subleased Premises exists. In the event that any of the foregoing events or situations occurs, Sublessee agrees to look solely to Master Lessor for recovery pursuant to the terms and provisions of the Master Lease and not to Sublessor. The provisions of this Section 26 shall survive the expiration or earlier termination of this SubleaseProject.
Appears in 1 contract
Samples: Lease and Option Agreement (Amwest Insurance Group Inc)
Indemnification and Exculpation. Sublessee agrees to indemnify After the Closing, Sponsor shall indemnify, reimburse and hold Sublessor and Master Lessor, and their respective partners, members, shareholders, officers, directors and employees, harmless from and against any and the Acquirer for all liabilities, losses, damages, costs (including legal costs), expenses, finesclaims, interest, awards, judgments and penalties (collectively, “Damages”) suffered or incurred by the Acquirer or its affiliates arising out of or in connection with (1) a breach of the representations and claims warranties provided in Sections 8 and 9 of this Agreement and the covenants provided in Sections 5 and 6, and (2) any kind whatsoeveractions, includingsuits, without limitationor proceedings brought or initiated by the public shareholders of SPAC against SPAC or Sponsor in connection with the delay in making the Specified Extension Payments (the “Shareholders Litigation”). After the Closing, Acquirer shall indemnify, reimburse and hold harmless the Sponsor for all Damages suffered or incurred by the Sponsor or its affiliates arising out of or in connection with a breach of the representations and warranties provided in Section 10 of this Agreement and the covenants provided in this Agreement. Notwithstanding the foregoing, (I) Acquirer shall not be entitled to receive any loss or damage indemnification from Sponsor unless the total Damages incurred by Acquirer exceeds the amount of the Cash Excess Amount, and then the recoverable amount shall be limited to property only the amount of Master LessorDamages that exceeds the Cash Excess Amount, Sublessor, Sublessee or any other person or and (II) any claim or liability arising from for indemnification with respect to any injury Shareholders Litigation shall only be satisfied by a transfer to or death Acquirer of any personthe applicable portion of the Relevant Shares, which arises from or is in any way related to: with the value assigned to each of the Relevant Shares being (a) $10, in the Subleased Premises; case of a claim made prior to the closing of Business Combination or (b) the use and occupancy closing price reported on Bloomberg of each Relevant Share (or share into which each Relevant Share is converted) on the last trading day before the date of the Subleased Premises claim, in each case, of a claim made after the closing of a Business Combination; provided that, this limitation shall not apply to a claim for indemnification by Sublessee and Sublessee’s employees, contractors, agents, invitees and licensees Acquirer against Sponsor with respect to any Shareholders Litigation if all of the Relevant Shares have been transferred to Acquirer in accordance with Section 6(g). The Cash Excess Amount shall only be used to pay bona fide expenses of the SPAC in pursuit of or any other party; (c) any activity, work or other thing done, permitted or suffered by Sublessee in or about the building in which the Subleased Premises exists, including, but not limited to, the handling of hazardous materials; (d) any breach or default by Sublessee of any of Sublessee’s obligations under this Sublease or the Master Lease; or (e) any acts, omissions or negligence of Sublessee, Sublessee’s agents, employees, invitees, licensees or contractors. Sublessee shall, at Sublessee’s expenseconnection with a Business Combination, and by counsel satisfactory to Sublessor and Master Lessorin connection with any claim hereunder, defend Sublessor and Master Lessor in any action or proceeding arising from any such claim and shall indemnify Sublessor and Master Lessor against all costs, attorneys’ fees, expert witness fees and any other expenses incurred in such action or proceeding. This Sublease is made on the express condition that Sublessor shall not be liable for, or suffer loss or incur any liability by reason of, injury to or death of any person or persons or damage to or loss of use of property, from whatever cause in any way connected with the condition or use of the Subleased Premises or personal property or fixtures therein or thereon or connected with activities of Sublessee or any of Sublessee’s employees, agents, invitees, contractors or licensees, including, without limitation, any and all liability for injury to or death of, or damage to or loss of the use of the property ofCash Excess Account shall be subject to reasonable review of the Sponsor. The indemnification provisions set forth in this Section 12 shall be the sole and exclusive post-Closing remedy available to any Party in respect of the Transactions and the other transactions contemplated by this Agreement, Sublessee including with respect to any breach of any representation, warranty, covenant or agreement in this Agreement. SPAC shall renew or otherwise extend its current directors’ and officers’ liabilities insurance policy to the expiration date of SPAC, if and to the extent extended. All rights to exculpation or indemnification for acts or omissions occurring through the date hereof now existing in favor of any of Sublessee’s employees, agents, invitees, contractors the officers and directors of SPAC prior to the consummation of the Transactions will survive the execution of this Agreement and the Closing and will continue in full force and effect in accordance with their terms and will not be amended by SPAC to eliminate or licensees, reduce such rights except to the extent caused solely required by the gross negligence or willful misconduct of Sublessor. Without limiting the generality of the foregoing, Sublessor shall not be liable for injury or damage that may be sustained by the person or property of Sublessee, Sublessee’s employees, invitees or customers or any other person in or about the Subleased Premises, that is caused by or results from fire, steam, electricity, gas, water, rain, that may leak or flow from or into any part of the Subleased Premises, or from the breakage, leakage, obstruction or other defects of pipes, sprinklers, wires, appliances, plumbing, air conditioning or lighting fixtures, whether such damage or injury results from conditions arising upon the Subleased Premises, from the roof, street or subsurface or from any other sources. Sublessor further shall not be liable for injury to Sublessee’s business or any loss of income therefrom or any damages arising from any act or omission of any other tenant, occupant or user of the building in which the Subleased Premises exists. In the event that any of the foregoing events or situations occurs, Sublessee agrees to look solely to Master Lessor for recovery pursuant to the terms and provisions of the Master Lease and not to Sublessor. The provisions of this Section 26 shall survive the expiration or earlier termination of this Subleaselaw.
Appears in 1 contract
Indemnification and Exculpation. Sublessee agrees to indemnify Tenant will indemnify, defend and hold Sublessor and Master Lessorsave Landlord and its officers, and their respective partners, membersdirectors, shareholders, officers, directors partners and employees, agents (each an "Indemnitee") harmless from and against any and all liabilitiesfines, suits, losses, costs, expenses, finesliabilities, penalties claims, demands, actions, damages and claims judgments ("Liabilities") suffered by or recovered from the Indemnitee, of any every kind whatsoeverand character, including, without limitation, any loss or damage to property of Master Lessor, Sublessor, Sublessee or any other person or any claim or liability arising resulting from any injury to or death of any person, which arises from or is in any way related to: (ai) the Subleased Premises; (b) the operation, condition, maintenance, use and or occupancy of the Subleased Premises by Sublessee and Sublessee’s employeesPremises, contractors, agents, invitees and licensees or any other party; (cii) any activitybodily injury, work death or other thing done, permitted or suffered by Sublessee property damage occurring in or about the building in which the Subleased Premises existsPremises, including(iii) Tenant's or Tenant's agent's negligence or willful misconduct, but not limited to, the handling of hazardous materials; or (div) any breach or default in the performance in a timely manner of any obligation on Tenant's part to be performed under this Lease. Tenant, as a material part of the consideration to Landlord, hereby assumes all risk of damage to property or injury to persons, in, upon or about the Premises arising from any cause, and Tenant hereby waives all claims in respect thereof against Landlord; provided, however, that Tenant does not assume the risk of and does not waive any claims for Liabilities resulting from Landlord's negligence or willful misconduct, or from any breach or default by Sublessee Landlord in its obligations under this Lease. If any proceeding is brought wherein Tenant is required to indemnify and defend an Indemniteee, Tenant shall retain counsel reasonably satisfactory to the indemnified party to defend the indemnified party at the indemnifying party's sole cost and expense. All such costs and expenses, including attorneys' fees and court costs, shall be a demand obligation owing by the indemnifying party to the indemnified party. The indemnifying party's obligations under this Paragraph 13 shall survive the termination or expiration of this Lease. Landlord shall indemnify, defend and hold and save Tenant and its, officers, directors, shareholders, partners and agents (each a "Tenant Indemnitee") harmless from all fines, suits, losses, costs, expenses, liabilities, claims, demands, actions, damages and judgments, suffered by or recovered from the Tenant Indemnitees, or every kind and character, resulting from (i) Landlord's breach or default in the performance in a timely manner of any of Sublessee’s Landlord's obligations under this Sublease or the Master Lease; or (e) any acts, omissions or negligence of Sublessee, Sublessee’s agents, employees, invitees, licensees or contractors. Sublessee shall, at Sublessee’s expensehereunder, and by counsel satisfactory to Sublessor and Master Lessor, defend Sublessor and Master Lessor in any action (ii) Landlord's or proceeding arising from any such claim and shall indemnify Sublessor and Master Lessor against all costs, attorneys’ fees, expert witness fees and any other expenses incurred in such action or proceeding. This Sublease is made on the express condition that Sublessor shall not be liable for, or suffer loss or incur any liability by reason of, injury to or death of any person or persons or damage to or loss of use of property, from whatever cause in any way connected with the condition or use of the Subleased Premises or personal property or fixtures therein or thereon or connected with activities of Sublessee or any of Sublessee’s employees, agents, invitees, contractors or licensees, including, without limitation, any and all liability for injury to or death of, or damage to or loss of the use of the property of, Sublessee or any of Sublessee’s employees, agents, invitees, contractors or licensees, except to the extent caused solely by the gross Landlord's agent's negligence or willful misconduct of Sublessor. Without limiting the generality of the foregoing, Sublessor shall not be liable for injury or damage that may be sustained by the person or property of Sublessee, Sublessee’s employees, invitees or customers or any other person in or about the Subleased Premises, that is caused by or results from fire, steam, electricity, gas, water, rain, that may leak or flow from or into any part of the Subleased Premises, or from the breakage, leakage, obstruction or other defects of pipes, sprinklers, wires, appliances, plumbing, air conditioning or lighting fixtures, whether such damage or injury results from conditions arising upon the Subleased Premises, from the roof, street or subsurface or from any other sources. Sublessor further shall not be liable for injury to Sublessee’s business or any loss of income therefrom or any damages arising from any act or omission of any other tenant, occupant or user of the building in which the Subleased Premises exists. In the event that any of the foregoing events or situations occurs, Sublessee agrees to look solely to Master Lessor for recovery pursuant to the terms and provisions of the Master Lease and not to Sublessor. The provisions of this Section 26 shall survive the expiration or earlier termination of this Subleasemisconduct.
Appears in 1 contract
Samples: Lease (Intuitive Surgical Inc)
Indemnification and Exculpation. Sublessee 8. The Company (the "INDEMNIFYING PARTY") agrees to indemnify and hold Sublessor harmless the Placement Agents, their affiliates and Master Lessortheir parents and their affiliates, and their the respective partners, members, shareholdersdirectors, officers, directors agents and employeesemployees of the Placement Agents, harmless their affiliates and their parents and their affiliates, and each person, if any, who controls any of the Placement Agents within the meaning of the Act or the Exchange Act from and against any and all liabilities, losses, costsclaims, expensesdamages, finesjudgments, penalties assessments, costs and claims other liabilities (or actions or proceedings in respect thereof) to which the Placement Agents or such entity or person may become subject related to or arising out of any kind whatsoever, (i) the Placement Agents' engagement hereunder including, without limitation, the use or content of the Registration Statement, any loss preliminary prospectus or damage to property of Master Lessorthe Prospectus, Sublessor, Sublessee or any amendment or supplement thereto, or (ii) the activities of the Company in connection with the Offerings, and will reimburse the Placement Agents and each such entity or person for all reasonable legal and other person expenses as incurred in connection with investigating, preparing, pursuing or defending any such loss, claim, damage, judgment, assessment, cost, liability, action, investigation or proceeding whether or not in connection with pending or threatened litigation in which either the Placement Agents or any claim such entity or liability arising from any injury to or death of any person, which arises from or person is in any way related to: (a) the Subleased Premises; (b) the use and occupancy of the Subleased Premises by Sublessee and Sublessee’s employees, contractors, agents, invitees and licensees or any other a party; (c) any activityprovided, work or other thing donehowever, permitted or suffered by Sublessee in or about that the building in which the Subleased Premises exists, including, but not limited to, the handling of hazardous materials; (d) any breach or default by Sublessee of any of Sublessee’s obligations under this Sublease or the Master Lease; or (e) any acts, omissions or negligence of Sublessee, Sublessee’s agents, employees, invitees, licensees or contractors. Sublessee shall, at Sublessee’s expense, and by counsel satisfactory to Sublessor and Master Lessor, defend Sublessor and Master Lessor in any action or proceeding arising from any such claim and shall indemnify Sublessor and Master Lessor against all costs, attorneys’ fees, expert witness fees and any other expenses incurred in such action or proceeding. This Sublease is made on the express condition that Sublessor Company shall not be liable forin the case of clause (i) for losses, claims, damages, judgments, assessments, costs, liabilities or suffer loss expenses that (x) a court of competent jurisdiction shall have found in a final judgment which is no longer subject to appeal or incur any liability by reason of, injury further review to or death of any person or persons or damage to or loss of use of property, have arisen solely from whatever cause in any way connected with the condition or use of the Subleased Premises or personal property or fixtures therein or thereon or connected with activities of Sublessee or any of Sublessee’s employees, agents, invitees, contractors or licensees, including, without limitation, any and all liability for injury to or death of, or damage to or loss of the use of the property of, Sublessee or any of Sublessee’s employees, agents, invitees, contractors or licensees, except to the extent caused solely by the gross negligence or willful misconduct of Sublessor. Without limiting the generality either of the foregoingPlacement Agents or (y) are caused by any untrue statement or omission or alleged untrue statement or omission based upon information relating to the Placement Agents furnished in writing to the Company by the Placement Agents specifically for use in the Registration Statement, Sublessor any preliminary prospectus or any Prospectus or any amendment or supplement thereto. In case any proceeding shall be instituted involving any person in respect to whom indemnity may be sought, such person (the "INDEMNIFIED PARTY") shall promptly notify the indemnifying party in writing; provided, however, that failure to so notify the indemnifying party shall not relieve the indemnifying party from any liability the indemnifying party may have on account of this indemnity or otherwise, except to the extent the indemnifying party shall have been materially prejudiced by such failure. The indemnifying party, upon the request of the indemnified party, shall retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others the indemnifying party may reasonably designate in such proceedings and shall pay as incurred the fees and expenses of such counsel related to such proceeding. In any such proceeding, any indemnified party shall the right to retain its own counsel at its own expense, except that the indemnifying party shall pay as incurred the reasonable fees and expenses of counsel retained by the indemnified party in the event that (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel, (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of all such parties by the same counsel would constitute a real or perceived conflict of interest in the reasonable opinion of the indemnified party, due to actual or potential differing interests between them or (iii) the indemnifying party has failed to assume the defense and employ counsel. The indemnifying party shall not be liable for injury or damage that may be sustained by the person or property any settlement of Sublessee, Sublessee’s employees, invitees or customers or any other person in or about the Subleased Premises, that is caused by or results from fire, steam, electricity, gas, water, rain, that may leak or flow from or into any part of the Subleased Premises, or from the breakage, leakage, obstruction or other defects of pipes, sprinklers, wires, appliances, plumbing, air conditioning or lighting fixtures, whether such damage or injury results from conditions arising upon the Subleased Premises, from the roof, street or subsurface or from any other sources. Sublessor further proceeding effected without its written consent (which consent shall not be liable unreasonably withheld), but if settled with such consent or if there be a final judgment for injury the plaintiff, the indemnifying party agrees to Sublessee’s business indemnify the indemnified party to the extent set forth in this Agreement. The indemnifying party will not, without the prior written consent of the indemnified party, settle, compromise or consent to the entry of any loss judgment in or otherwise seek to terminate any pending or threatened action or proceeding in respect of income therefrom which indemnification or any damages arising contribution may be sought hereunder unless such settlement, compromise, consent or termination includes an unconditional release of the indemnified party from any act and all liability with respect to such action or omission of any other tenant, occupant or user of the building in which the Subleased Premises existsproceeding. In the event that any a claim for indemnification as described herein is unavailable or insufficient, then the Company shall contribute to the aggregate losses, claims, damages or liabilities to which the Placement Agents, their affiliates and their parents and their affiliates, and the respective directors, officers, agents, employees or controlling persons may be subject in such amount as is appropriate to reflect the relative benefits received by the Company on the one hand and the party seeking contribution on the other and the relative fault of the foregoing events or situations occursCompany on the one hand and the party seeking contribution on the other, Sublessee agrees as well as any relevant equitable contributions; provided, however, that in no event shall the Company contribute less than the amount necessary to look solely ensure that the Placement Agents and such entities and persons, in the aggregate, are not liable for any losses, claims, damages, judgments, assessments, costs and other liabilities in excess of the amount of the Placement Fee actually received by the Placement Agents hereunder. The relative benefits received by the Company and on the one hand and the Placement Agents on the other shall be deemed to Master Lessor for recovery pursuant be in the same proportion as the total net proceeds from the Concurrent Offering (before deducting expenses) received by the Company bear to the terms and provisions of Placement Fee paid to the Master Lease and not to SublessorPlacement Agents by the Company. The provisions of this Section 26 Agreement relating to reimbursement, indemnification and contribution shall survive termination, modification or completion of the expiration engagement of the Placement Agents and shall be binding upon any successors or earlier termination assigns of this Subleasethe Company.
Appears in 1 contract
