Indemnification by BTIG Sample Clauses

Indemnification by BTIG. BTIG agrees to indemnify and hold harmless the Company and its directors and each officer of the Company who signed the Registration Statement, and each person, if any, who (i) controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act or (ii) is controlled by or is under common control with the Company against any and all losses, liabilities, claims, damages and expenses described in the indemnity contained in Section 10(a), as and when incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), any “issuer free writing prospectus” (as defined in Rule 433 under the Securities Act) or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information relating to BTIG that has been furnished to the Company by BTIG expressly for inclusion in any document as described in clause (i) of Section 10(a).
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Indemnification by BTIG. BTIG agrees to indemnify and hold harmless the Company, its directors, each of the Company’s officers who signed the Registration Statement, and each person who controls the Company within the meaning of either the Securities Act or the Exchange Act, to the same extent as the foregoing indemnity from the Company to BTIG, but only with reference to written information relating to BTIG furnished to the Company by or on behalf of BTIG specifically for inclusion in the documents referred to in the foregoing indemnity. This indemnity agreement will be in addition to any liability which BTIG may otherwise have. The Company acknowledges that the following statements set forth in the Prospectus Supplement constitute the only information furnished in writing by or on behalf of BTIG for inclusion in the Prospectus or any Issuer Free Writing Prospectus: (i) BTIG’s name appearing on the front and back cover pages of the Prospectus Supplement and (ii) the second sentence of the second paragraph under the heading “Plan of Distribution” in the Prospectus Supplement.
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Indemnification by BTIG. BTIG agrees to indemnify and hold harmless the Company and its directors, each officer of the Company who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 10(a), as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement, any free writing prospectus, or the Prospectus (or any amendment or supplement to the foregoing) in reliance upon and in conformity with information relating to BTIG and furnished to the Company in writing by BTIG expressly for use therein. The Company hereby acknowledges that the only information that BTIG has furnished to the Company expressly for use in the Registration Statement, any free writing prospectus or the Prospectus (or any amendment or supplement to the foregoing) are the statements set forth in the third sentence of the eighth paragraph and the tenth paragraph under the caption “Plan of Distribution” in the Prospectus (the “Agent Information”).
Sample 1
Indemnification by BTIG. BTIG agrees to indemnify and hold harmless the Company, its officers, directors, employees and agents and each Person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, together with each such Person’s respective officers, directors, employees and agents, and each affiliate of the Company (within the meaning of Rule 405 under the Securities Act Regulations), from and against any losses, claims, damages or liabilities, and any action or proceeding in respect thereof, to which the Company, its officers, directors, employees or agents, any such controlling Person and any officer, director, employee or agent of such controlling Person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as losses, claims, damages or liabilities (or action or proceeding in respect thereof) arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus or any other prospectus relating to the Common Shares, or any amendment or supplement thereto, or any preliminary prospectus, or any Issuer Free Writing Prospectus, or arise out of, or are based upon, any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of the Prospectus or any other prospectus relating to the Common Shares, or any amendment or supplement thereto or any preliminary prospectus, or any Issuer Free Writing Prospectus, in light of the circumstances in which they were made) not misleading in each case to the extent, but only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made therein in reliance upon and in conformity with written information related to BTIG or its plan of distribution furnished to the Company by or on behalf of BTIG expressly for use therein.
Sample 1
Indemnification by BTIG. BTIG agrees to indemnify and hold harmless the Company, its trustees, each of its officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 10, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with information furnished to the Company in writing by BTIG expressly for use therein, it being understood and agreed that the only such information furnished by BTIG as of the date hereof consists of the Agent Information.
Sample 1

Related to Indemnification by BTIG

  • Indemnification by Xxxxx Xxxxx agrees to indemnify and hold harmless each of the Fund and the Manager, each of their directors, trustees, members, each of their officers who signed the Registration Statement, and each person, if any, who controls the Fund or the Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Fund or the Manager within the meaning of Rule 405 under the Securities Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 10, as incurred, but only with respect to (i) any failure by Xxxxx to comply with the prospectus delivery requirements applicable to Placement Shares and (ii) any untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), any sales material, or any Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Fund or the Manager by Xxxxx expressly for use in the Registration Statement (or any amendment thereto), any sales material, or any Prospectus (or any amendment or supplement thereto). The Fund and the Manager acknowledge that Xxxxx has not furnished any information to the Fund for inclusion in the Prospectus.

  • Indemnification by Buyer Buyer unconditionally, absolutely and irrevocably agrees to and shall defend, indemnify and hold harmless Seller, Kilat, the Shareholders and the successors, assigns, heirs and legal and personal representatives of Seller, Kilat and the Shareholders (Seller, Kilat, the Shareholders and such persons are collectively referred to as the "SELLER'S INDEMNIFIED PERSONS") from and against, and shall reimburse Seller's Indemnified Persons for, each and every Loss paid, imposed on or incurred by Seller's Indemnified Persons, directly or indirectly, relating to, resulting from or arising out of any inaccuracy in any representation or warranty of Buyer under the Option Agreement, the Transaction Agreements or the Exhibits thereto or any agreement, certificate or other document delivered or to be delivered by Buyer pursuant hereto in any respect, or any breach or nonfulfillment of any covenant, agreement or other obligation of Buyer under the Option Agreement, the Transaction Agreements, the Exhibits thereto or any agreement, certificate or document to be delivered by Buyer pursuant hereto. With respect to matters not involving Proceedings brought or asserted by third parties against Seller's Indemnified Persons, within thirty (30) days after notification from Seller's Indemnified Persons supported by reasonable documentation setting forth the nature of the circumstances entitling Seller's Indemnified Persons to indemnity hereunder, the Buyer, at no cost or expense to Seller's Indemnified Persons, shall diligently commence resolution of such matters in a manner reasonably acceptable to Seller's Indemnified Persons and shall diligently and timely prosecute such resolution to completion; PROVIDED, HOWEVER, with respect to those valid claims that may be satisfied by payment of a liquidated sum of money and which are not disputed reasonably and in good faith by Buyer, Buyer shall promptly pay the amount so claimed. If litigation or any other Proceeding is commenced or threatened, the provisions of SECTION 7.3 shall control over the immediately preceding sentence.

  • Indemnification by Xxxxxx Xxxxxx agrees to indemnify and hold ------------------------- harmless RTI, each of RTI's directors and officers, and each person, if any, who controls RTI within the meaning of the Securities Act or the Exchange Act, from and against any losses, claims, damages or liabilities (or actions or proceedings in respect thereof) to which they may become subject (under the Securities Act or otherwise) insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of, or are based upon: (a) either an untrue statement made in or the omission of a material fact from such Registration Statement in reliance upon and in conformity with written information furnished to RTI by or on behalf of Abbott specifically for use in preparation of the Registration Statement, (b) the failure of Abbott to comply with the covenants or agreements contained in Section 2.6 hereof, or (c) any untrue statement or omission in any prospectus that is corrected in any subsequent prospectus that was delivered to Abbott prior to the pertinent sale or sales by Abbott, and Abbott will, as incurred, reimburse RTI and such persons for any legal or other expenses reasonably incurred in investigating, defending, or preparing to defend any such action, proceeding, or claim; provided, however, that in no event shall Xxxxxx'x cumulative aggregate liability under this Section 3.2, or under Section 3.4, or under Sections 3.2 and 3.4 together, exceed the net amount received by Abbott from the sale of the Shares to which such loss relates minus the amount of any damages which Abbott has otherwise been required to pay by reason of such untrue or allegedly untrue statement or omission or alleged omission. RTI - Reg. Rights Agmt May 2, 2000 -9-

  • Indemnification by Seller (a) Following the Closing, Seller shall defend, indemnify and hold harmless Purchaser and its Affiliates and, if applicable, their respective directors, officers, agents, employees, representatives, successors and assignees (a “Purchaser Indemnified Party”), from and against any and all damages, liabilities obligations, losses, Taxes, fines, penalties, fees, costs (including costs of investigation, defense and enforcement of this Agreement), expenses or amounts paid in settlement (in each case, including reasonable attorney’s and experts’ fees and expenses) (collectively, the “Losses”) whether or not involving a Third-Party Claim incurred by such Purchaser Indemnified Party to the extent arising from or relating to: (i) any breach of or inaccuracy in any representation or warranty of Seller set forth in this Agreement (ignoring for this purpose any materiality qualifiers set forth in such representation or warranty for determining (A) whether there has been a breach of or inaccuracy in any representations or warranty set forth in this Agreement; and (B) the amount of Losses with respect to any such breach of or inaccuracy in any such representation or warranty set forth in this Agreement); (ii) any claim for fraud or intentional misrepresentation; (iii) any nonfulfillment or breach of any covenant or agreement on the part of Seller set forth in this Agreement; (iv) any Taxes (A) that are the responsibility of Seller, (B) attributable to a Pre-Closing Tax Period, or (C) required to be withheld by Purchaser with respect to any payment made under this Agreement that were not withheld pursuant to Section 3.8; (v) any Excluded Liability or Excluded Asset; and (vi) any of the items listed on Exhibit E.

  • 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.