Indemnification by Pubco Sample Clauses
The "Indemnification by Pubco" clause requires Pubco to compensate or protect another party from losses, damages, or liabilities arising from specific actions or claims. Typically, this clause applies if a third party sues or makes a claim against the indemnified party due to Pubco's conduct, breaches of contract, or violations of law. Its core function is to allocate risk by ensuring that the indemnified party is not financially harmed by issues attributable to Pubco's actions or omissions.
Indemnification by Pubco. Subject to the provisions of this Section 4.1 below, Pubco agrees to indemnify and hold harmless each Investor, and each Investor’s officers, employees, affiliates, directors, partners, members, attorneys and agents, and each Person, if any, who controls an Investor (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) (each, an “Investor Indemnified Party”), from and against any expenses, losses, judgments, claims, damages or liabilities, whether joint or several, arising out of or based upon any untrue statement of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statement, or any amendment or supplement to such Registration Statement, or arising out of or based upon any omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by Pubco of the Securities Act or any rule or regulation promulgated thereunder applicable to Pubco and relating to action or inaction required of Pubco in connection with any such registration (provided, however, that the indemnity agreement contained in this Section 4.1 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or action if such settlement is effected without the consent of Pubco, such consent not to be unreasonably withheld, delayed or conditioned); and Pubco shall promptly reimburse the Investor Indemnified Party for any legal and any other expenses reasonably incurred by such Investor Indemnified Party in connection with investigating and defending any such expense, loss, judgment, claim, damage, liability or action; provided, however, that Pubco will not be liable in any such case to the extent that any such expense, loss, claim, damage or liability arises out of or is based upon any untrue statement or omission made in such Registration Statement, preliminary prospectus, final prospectus, or summary prospectus, or any such amendment or supplement, in reliance upon and in conformity with information furnished to Pubco, in writing, by such selling holder or Investor Indemnified Party expressly for use therein. Pubco also shall indemnify any Underwriter of the Registrable Securities, their officers, affiliates, directors, partners, members and agents and each Person who...
Indemnification by Pubco. Subject to the other terms and conditions of this ARTICLE VIII, from and after Closing, PubCo shall indemnify and defend the Seller (including the Company if before the Closing) and their respective Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
(a) any inaccuracy in or breach of any of the representations or warranties of PubCo contained in ARTICLE IV of this Agreement or in any certificate or instrument delivered by or on behalf of PubCo pursuant to this Agreement; or
(b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by PubCo pursuant to this Agreement.
Indemnification by Pubco. Pubco shall, for a period of one year after the Closing Date, indemnify, defend and hold harmless each of the Stockholders and Roots from and against any and all Losses arising out of, directly or indirectly, any misrepresentation or breach of or default in connection with any of the representations, warranties, covenants and agreements given or made by Pubco in this Agreement, the Schedules to this Agreement or any certificate, instrument or document delivered by Pubco pursuant to this Agreement.
Indemnification by Pubco. Pubco agrees to indemnify, to the extent permitted by law, each Holder of Registrable Securities, its officers and directors and each Person who controls such Holder (within the meaning of the Securities Act) (each a “Holder Indemnified Party”) against all losses, claims, damages, liabilities and out-of-pocket expenses (including reasonable and documented attorneys’ fees) caused by any Misstatement, except insofar as the same are caused by or contained in any information furnished in writing to Pubco by such Holder expressly for use therein or if such losses, judgments, claims, damages, liabilities or out-of-pocket expenses are based on any such Holder’s violation of the federal securities laws or failure to sell the Registrable Securities in accordance with the intended plan of distribution contained in the Prospectus.
Indemnification by Pubco. Subject to the limitations provided herein, Pubco shall, for a period commencing from the Closing Date and ending on the second anniversary of the Closing Date, indemnify the Raditaz Members in respect of, and hold them harmless against, any and all Damages incurred or suffered by Raditaz Members resulting from:
(a) any misrepresentation or breach of warranty by or failure to perform any covenant or agreement of Pubco contained in this Agreement or Pubco Certificate;
(b) any claim by a stockholder or former stockholder of Pubco, or any other person or entity, seeking to assert, or based upon: (i) ownership or rights to ownership of any shares of stock of Pubco prior to the Effective Time; (ii) any rights of a stockholder prior to the Effective Time, including any option, preemptive rights or rights to notice or to vote; or (iii) any rights under the certificate of incorporation or bylaws of Pubco prior to the Effective Time;
(c) excluding broker commissions payable in connection with the Private Placement Offering, any claim for brokers’ or finders’ fees or agents’ commissions arising from or through Pubco or any of its pre-Contribution Affiliates in connection with the negotiation or consummation of the transactions contemplated by this Agreement; and
(d) any Environmental Claim relating to or arising from the activities and operations of Pubco prior to the Effective Time, regardless of when the environmental hazard giving rise to such Environmental Claim is discovered. Notwithstanding the foregoing, except with respect to any fraud or willful misconduct by Pubco or any of its Affiliates in connection with this Agreement, the post-Closing adjustment mechanism set forth in Section 1.11 shall be the exclusive means for Raditaz Members to collect any Damages for which they are entitled to indemnification under this Article VI.
Indemnification by Pubco. (a) Pubco agrees to indemnify and save harmless the Target Parties and their respective Representatives (collectively, the “Target Indemnified Parties”) from all Losses suffered or incurred by any Target Indemnified Parties as a result of or arising directly or indirectly out of or in connection with: (i) any breach by Pubco of or any inaccuracy of any representation or warranty of Pubco contained in Article 3 of this Agreement or in any agreement, instrument, certificate or other document delivered pursuant hereto; and (ii) any breach or non-performance by Pubco of any obligation to be performed by it which is contained in this Agreement or in any agreement, certificate or other document delivered pursuant hereto.
(b) Pubco shall be liable for all Losses payable to the Target Indemnified Parties pursuant to Section 12.2(a), provided that the maximum amount of Losses the Target Indemnified Parties will be entitled to recover from Pubco, in the aggregate, pursuant to Section 12.2(a), shall be equal to the amount of the Purchase Price paid or payable by Pubco.
Indemnification by Pubco. (a) Subject to the limitations set forth herein, after the Closing, PubCo shall, and shall cause the Surviving Subsidiaries to, compensate, reimburse, indemnify, hold harmless and defend the Management Company Members against, and shall hold the Management Company Members and their respective Related Parties, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “Management Company Indemnitees”) harmless from, any Losses resulting from, arising out of, or incurred by such Management Company Indemnitee in connection with, or otherwise with respect to any breach of any Fundamental Representation of PubCo or Trinity.
Indemnification by Pubco. Pubco agrees to indemnify and hold F▇▇▇▇▇▇▇, his heirs, executors, administrators, and personal representatives harmless from and against all damages, losses, costs and expenses, including reasonable attorneys' fees and expenses reasonably incurred in the investigation or preparation in defense of any litigation commenced or threatened or any claim whatsoever, which they may incur by reason of: (i) the failure by Pubco to comply with the terms and conditions of this Agreement; (ii) any misrepresentation or breach of any warranty or covenant made by Pubco herein; (iii) any document provided by Pubco to Falconer in connection with the conversion of the Deferred Compensation; or (iv) any tax liabilities, assessments, levies, penalties, interest, and other costs or expenses arising out of or related to the issuance of Pubco Common Stock to Falconer pursuant to this Agreement.
Indemnification by Pubco. Pubco will indemnify, defend, and hold harmless, to the full extent of the law, Priveco and its members, including ▇▇. ▇▇▇▇▇▇▇▇ and ▇▇. ▇▇▇▇▇, from, against, and in respect of any and all Losses asserted against, relating to, imposed upon, or incurred by Priveco and its members by reason of, resulting from, based upon or arising out of the breach by Pubco of any representation or warranty of Pubco contained in or made pursuant to this Agreement, any Pubco Document or any certificate or other instrument delivered pursuant to this Agreement; or the breach or partial breach by Pubco of any covenant or agreement of Pubco made in or pursuant to this Agreement, any Pubco Document or any certificate or other instrument delivered pursuant to this Agreement.