Indemnification by Atlantic Sample Clauses

Indemnification by Atlantic. ATLANTIC will indemnify and --------------------------- hold harmless the Agent, each of the Agent's directors and officers, and each person, if any, who controls the Agent within the meaning of the Securities Act against any loss, claim, damage or liability, joint or several, to which the Agent or any such controlling person may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage or liability (or action in respect thereof) arises out of or is based upon (a) an untrue statement or alleged untrue statement made by ATLANTIC in Article II hereof or (b) an untrue statement or alleged untrue statement of a material fact contained (i) in the Registration Statement or any preliminary prospectus or the Prospectus or any amendment or supplement thereto or (ii) in any blue sky application or other document executed by ATLANTIC specifically for that purpose or based upon written information furnished by ATLANTIC filed in any state or other jurisdiction in order to qualify any or all of the Shares under the securities laws thereof (any such application, document or information being hereinafter called a "Blue Sky Application") or (c) the omission or alleged omission to -------------------- state in the Registration Statement or any preliminary prospectus or the Prospectus or any amendment or supplement thereto or in any Blue Sky Application a material fact required to be stated therein or necessary to make the statements therein not misleading; and will reimburse the Agent and each such controlling person for any legal or other expenses reasonably incurred by the Agent or such controlling person in connection with investigating or defending against or appearing as a third party witness in connection with any such loss, claim, damage, liability or action; provided, however, that ATLANTIC will not be liable in any such case to the extent, but only to the extent, that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to ATLANTIC through the Agent or by or on behalf of the Agent specifically for use in the preparation of the Registration Statement or any such preliminary prospectus or the Prospectus or any such amendment or supplement thereto or any such Blue Sky Application; and provided, further, that the foregoing indemnity agreement is subject to the cond...
Sample 1Sample 2See All (4)
AutoNDA by SimpleDocs
Indemnification by Atlantic. Subject to the provisions of this ARTICLE IX, from and after the Closing, Atlantic will, severally and not jointly, indemnify and hold Sellers, SeqLL, and their Related Parties and permitted assigns (collectively, the “Seller/SeqLL Indemnified Parties”) harmless from and against, and pay to the applicable Seller/SeqLL Indemnified Parties the amount of, any Damages based upon, resulting from or related to:
Sample 1
Indemnification by Atlantic. Atlantic shall indemnify, defend and hold ATM harmless from any claims, demands, liabilities, losses, damages, judgments or settlements, including all reasonable costs and expenses related thereto including attorney's fees, directly or indirectly resulting from any claimed infringement or violation of any copyright, patent or other intellectual property right with respect to their Products and Services, so long as the are used in accordance with this Agreement and any documentation or specifications provided by Atlantic.
Sample 1
Indemnification by Atlantic. ATLANTIC shall indemnify, defend and hold harmless DigiTarLLP and its directors, officers, employees, agents, Partners and affiliates from and against all costs, claims, suits, liabilities, expenses (including reasonable attorneys' fees) and damages arising out of or resulting from conduct by ATLANTIC of the Business, except to the extent that such cost, claim, suit, expense or damage arose or resulted from any willful or negligent act or omission by DigiTarLLP. Atlantic's indemnification obligations hereunder shall be conditioned upon DigiTarLLP (i) giving reasonable notice to ATLANTIC of any such claim or action, (ii) tendering the defense of such claim or action to ATLANTIC, (iii) reasonably assisting ATLANTIC (at ATLANTIC's expense) in investigating and defending such claim or action, and (iv) not compromising or settling such claim or action without ATLANTIC's prior consent.
Sample 1
Indemnification by Atlantic. ATLANTIC shall indemnify, defend and hold harmless DigiTarLLP and its directors, officers, employees, agents, Partners and affiliates from and against all costs, claims, suits, liabilities, expenses (including reasonable attorneys' fees) and damages arising out of or resulting from conduct by ATLANTIC of the Business, except to the extent that such cost, claim, suit, expense or damage arose or resulted from any willful or negligent act or omission by DigiTarLLP. Atlantic's indemnification obligations hereunder shall be conditioned upon DigiTarLLP (i) giving reasonable notice to ATLANTIC of any such claim or action, (ii) tendering the defense of such claim or action to ATLANTIC, (iii) reasonably assisting ATLANTIC (at ATLANTIC's expense) in investigating and defending such claim or action, and (iv) not compromising or settling such claim or action without ATLANTIC's prior consent. 6.3 Indemnification by DigiTarLLP. DigiTarLLP shall indemnify, defend and hold harmless ATLANTIC and its directors, officers, employees, agents and affiliates from and against all costs, claims, suits, liabilities, expenses (including reasonable attorneys' fees) and damages arising out of or resulting from the use or sale by ATLANTIC of any Licensed Technology, except to the extent that such cost, claim, suit, expense or damage arose or resulted from any willful or negligent act or omission by ATLANTIC. DigiTarLLP's indemnification obligations hereunder shall be conditioned upon ATLANTIC: (i) giving reasonable notice to DigiTarLLP of any such claim or action, (ii) tendering the defense of such claim or action to DigiTarLLP, (iii) reasonably assisting DigiTarLLP (at DigiTarLLP's expense) in investigating and defending such claim or action, and (iv) not compromising or settling such claim or action without DigiTarLLP's prior consent. ARTICLE 7.0
Sample 1

Related to Indemnification by Atlantic

  • Indemnification by Xxxxxx Holder shall indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely upon: any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading (i) to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished in writing by Holder to the Company expressly for inclusion in such Registration Statement or such Prospectus or (ii) to the extent, but only to the extent, that such information relates to Holder’s information provided in the Selling Shareholder Questionnaire or the proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by Holder expressly for use in a Registration Statement, such Prospectus or in any amendment or supplement thereto. In no event shall the liability of a selling Holder be greater in amount than the dollar amount of the proceeds (net of all expenses paid by Holder in connection with any claim relating to this Section 5 and the amount of any damages Holder has otherwise been required to pay by reason of such untrue statement or omission) received by Holder upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.

  • Indemnification by Fund Subject to the limitations set forth in this Agreement, each Fund agrees to indemnify and hold harmless the Custodian and its nominees from all losses, damages and expenses (including attorneys' fees) suffered or incurred by the Custodian or its nominee caused by or arising from actions taken by the Custodian, its employees or agents in the performance of its duties and obligations under this Agreement, including, but not limited to, any indemnification obligations undertaken by the Custodian under any relevant subcustodian agreement; provided, however, that such indemnity shall not apply to the extent the Custodian is liable under Sections 6 or 7 hereof. If any Fund requires the Custodian to take any action with respect to Securities, which action involves the payment of money or which may, in the opinion of the Custodian, result in the Custodian or its nominee assigned to such Fund being liable for the payment of money or incurring liability of some other form, such Fund, as a prerequisite to requiring the Custodian to take such action, shall provide indemnity to the Custodian in an amount and form satisfactory to it.

  • Indemnification by Seller Seller shall, indemnify, defend, save and hold Purchaser, any assignee of Purchaser and their respective officers, directors, employees, agents and Affiliates (collectively, "Purchaser Indemnitees") harmless from and against all demands, claims, allegations, assertions, actions or causes of action, assessments, losses, damages, deficiencies, liabilities, costs and expenses (including reasonable legal fees, interest, penalties, and all reasonable amounts paid in investigation, defense or settlement of any of the foregoing and whether or not any such demands, claims, allegations, etc., of third parties are meritorious; collectively, "Purchaser Damages") asserted against, imposed upon, resulting to, required to be paid by, or incurred by any Purchaser Indemnitees, directly or indirectly, in connection with, arising out of, which could result in, or which would not have occurred but for, a breach of any representation or warranty made by Seller in this Agreement, in any certificate or document furnished at Closing pursuant hereto by Seller or any Ancillary Agreement to which Seller is or is to become a party, a breach or nonfulfillment of any covenant or agreement made by any Seller in this Agreement or in any Ancillary Agreement to which Seller is or is to become a party, and any and all liabilities of Seller of any nature whatsoever, whether due or to become due, whether accrued, absolute, contingent or otherwise, existing on the Closing Date or arising out of any transaction entered into, or any state of facts existing, prior to the Closing Date, except for any Assumed Liability. To the extent any Purchaser Indemnitee is entitled to collect Purchaser Damages, Purchaser shall, at its option and subject to the terms of the Escrow Agreement, be entitled to withdraw sufficient funds from the Escrow Fund pursuant to the Escrow Agreement in lieu of payment directly from Seller, and to the extent the amount due any Purchaser Indemnitee exceeds the balance of the funds held under the Escrow Agreement, Purchaser shall be entitled to collect such balance owned to Purchaser Indemnitee directly from Seller.

Time is Money Join Law Insider Premium to draft better contracts faster.