Common use of Indemnification by Xxxxxxxxx Clause in Contracts

Indemnification by Xxxxxxxxx. XxxxXxxxx shall indemnify and hold harmless each Qualified Holder (other than XxxxXxxxx and XxxxXxxxx E&P), the Trust and the Trustee and any agents thereof, individually and as trustee, as the case may be, and each person, if any, who controls such Qualified Holder, the Trust or the Trustee within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any Expenses (excluding, however, any taxes, fees and other charges payable by the Trust on, based on or measured by any fees, commissions or compensation received by the Trust for its services under this Agreement) to which such Qualified Holder, the Trust, the Trustee or any agent thereof or any controlling person of such Qualified Holder, the Trust or the Trustee may become subject, under or with respect to the Securities Act, the Exchange Act, any other federal or state securities law or otherwise, insofar as such Expenses are caused by (i) an untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or an omission or alleged omission to state a material fact required to be stated in or necessary to make the statements therein not misleading at the date and time as of which such Registration Statement was declared effective by the SEC, (ii) an untrue statement or alleged untrue statement of a material fact contained in any preliminary Prospectus or any Prospectus or an omission or alleged omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading as of the date of such preliminary Prospectus or Prospectus and as of the closing of the sale of Trust Units sold thereunder or (iii) any untrue statement or alleged untrue statement of a material fact contained in any other filing, report or other action taken with respect to the Securities Act, the Exchange Act or any other federal or state securities law, the listing of the Trust Units on the New York Stock Exchange or another national securities exchange or any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, that XxxxXxxxx shall not be liable to and shall not indemnify the Qualified Holders (other than XxxxXxxxx and XxxxXxxxx E&P), the Trust, the Trustee or any agents or controlling persons thereof, individually or as trustee, as the case may be, in any such case under the preceding clauses (i) and (ii) of this Section 6(b) to the extent that any such Expense arises out of, is based upon or is connected with information relating to (a) the Trust in its individual capacity or (b) such Qualified Holder, in either case prepared or furnished by the Trust or such Qualified Holder, as the case may be, expressly for use in any Registration Statement, any preliminary Prospectus or any Prospectus; and provided, further, that XxxxXxxxx shall not be liable to the Qualified Holders (other than XxxxXxxxx and XxxxXxxxx E&P), the Trust or any agents or controlling persons thereof, individually or as trustee, as the case may be, in any such case under the preceding clause (iii) of this Section 6(b) to the extent that any such Expense arises out of, is based upon or is connected with information relating to (a) the Trust in its individual capacity prepared or furnished by the Trust and the Trust is found liable or (b) such Qualified Holder prepared or furnished by such Qualified Holder and such Qualified Holder is found liable. Subject to Section 6(e) of this Agreement, XxxxXxxxx shall reimburse the Qualified Holders (other than XxxxXxxxx and XxxxXxxxx E&P), the Trust and the Trustee and any agents or controlling persons thereof for any legal or other expenses reasonably incurred by the Qualified Holders (other than XxxxXxxxx and XxxxXxxxx E&P), the Trust and the Trustee or any agent or controlling persons thereof in connection with the investigation or defense of any Expenses with respect to which the Qualified Holders (other than XxxxXxxxx and XxxxXxxxx E&P), the Trust and the Trustee or any agent or controlling persons thereof is entitled to indemnity by XxxxXxxxx under this Agreement.

Appears in 5 contracts

Samples: Registration Rights Agreement (SandRidge Mississippian Trust II), Registration Rights Agreement (SandRidge Mississippian Trust II), Registration Rights Agreement (SandRidge Permian Trust)

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Indemnification by Xxxxxxxxx. XxxxXxxxx Borrowers shall indemnify Administrative Agent and the Lenders and each Related Party of Administrative Agent or any Lender (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless each Qualified Holder from, and shall pay or reimburse any such Indemnitee for, any and all losses, claims, damages, liabilities and related expenses (other than XxxxXxxxx including the reasonable and XxxxXxxxx E&Pdocumented fees, charges and disbursements of any counsel for any Indemnitee) (collectively, the “Indemnified Liabilities”), the Trust and the Trustee and incurred by any agents thereof, individually and as trustee, as the case may be, and each person, if any, who controls such Qualified Holder, the Trust Indemnitee or the Trustee within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, from and asserted against any Expenses (excluding, however, any taxes, fees and other charges payable by the Trust on, based on or measured Indemnitee by any feesPerson (including Borrowers), commissions arising out of, in connection with, or compensation received by the Trust for its services under this Agreement) to which such Qualified Holder, the Trust, the Trustee or any agent thereof or any controlling person as a result of such Qualified Holder, the Trust or the Trustee may become subject, under or with respect to the Securities Act, the Exchange Act, any other federal or state securities law or otherwise, insofar as such Expenses are caused by (i) an untrue statement the execution or alleged untrue statement delivery of a material fact contained in any Registration Statement Loan Document or an omission or alleged omission to state a material fact required to be stated in or necessary to make the statements therein not misleading at the date and time as of which such Registration Statement was declared effective performance by the SECparties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby (including the Credit Facility), (ii) an untrue statement any Loan or alleged untrue statement of a material fact contained in any preliminary Prospectus the use or any Prospectus or an omission or alleged omission to state a material fact necessary in order to make the statements therein, in the light proposed use of the circumstances under which they were madeproceeds therefrom, not misleading as of the date of such preliminary Prospectus or Prospectus and as of the closing of the sale of Trust Units sold thereunder or (iii) any untrue statement actual or alleged untrue statement prospective claim, litigation, investigation or proceeding relating to any of a material fact contained in any other filingthe foregoing, report or other action taken with respect to the Securities Actwhether based on contract, the Exchange Act tort or any other federal theory, whether brought by a third party or state securities law, the listing of the Trust Units on the New York Stock Exchange or another national securities exchange by any Credit Party or any omission Subsidiary thereof, and regardless of whether any Indemnitee is a party thereto, or alleged omission (iv) any claim, investigation, litigation or other proceeding and the prosecution and defense thereof, arising out of or in any way connected with the Loans, any Loan Document, or any documents contemplated by or referred to state a material fact required to be stated herein or therein or necessary to make the statements therein not misleadingtransactions contemplated hereby or thereby, including, reasonable and documented attorneys’ fees; providedprovided that, that XxxxXxxxx Borrowers shall not be liable required to and shall not indemnify the Qualified Holders (other than XxxxXxxxx and XxxxXxxxx E&P), the Trust, the Trustee or any agents or controlling persons thereof, individually or as trustee, as the case may be, in any such case under the preceding clauses (i) and (ii) of Indemnitee pursuant to this Section 6(b11.3(b) to the extent that such Indemnified Liabilities result from any such Expense arises out ofIndemnitee’s gross negligence, is based upon bad faith, or is connected with information relating to (a) the Trust in willful misconduct or material breach by a Lender of its individual capacity or (b) such Qualified Holderobligations hereunder, in either each case prepared or furnished as finally determined by the Trust or such Qualified Holder, as the case may be, expressly for use in any Registration Statement, any preliminary Prospectus or any Prospectus; and provided, further, that XxxxXxxxx a non-appealable judgment of a court of competent jurisdiction. This Section 11.3(b) shall not be liable to the Qualified Holders (other than XxxxXxxxx and XxxxXxxxx E&P), the Trust or any agents or controlling persons thereof, individually or as trustee, as the case may be, in any such case under the preceding clause (iii) of this Section 6(b) to the extent that any such Expense arises out of, is based upon or is connected with information relating to (a) the Trust in its individual capacity prepared or furnished by the Trust and the Trust is found liable or (b) such Qualified Holder prepared or furnished by such Qualified Holder and such Qualified Holder is found liable. Subject to Section 6(e) of this Agreement, XxxxXxxxx shall reimburse the Qualified Holders (other than XxxxXxxxx and XxxxXxxxx E&P), the Trust and the Trustee and any agents or controlling persons thereof for any legal or other expenses reasonably incurred by the Qualified Holders (other than XxxxXxxxx and XxxxXxxxx E&P), the Trust and the Trustee or any agent or controlling persons thereof in connection with the investigation or defense of any Expenses apply with respect to which the Qualified Holders (Taxes other than XxxxXxxxx and XxxxXxxxx E&P)any Taxes that represent losses, the Trust and the Trustee or claims, damages, etc. arising from any agent or controlling persons thereof is entitled to indemnity by XxxxXxxxx under this Agreementnon-Tax claim.

Appears in 4 contracts

Samples: Revolving Credit and Security Agreement (Golub Capital Direct Lending Corp), Revolving Credit and Security Agreement (Golub Capital Direct Lending Corp), Revolving Credit and Security Agreement (Golub Capital Direct Lending Corp)

Indemnification by Xxxxxxxxx. XxxxXxxxx Borrowers shall indemnify Administrative Agent and the Lenders and each Related Party of Administrative Agent or any Lender (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless each Qualified Holder from, and shall pay or reimburse any such Indemnitee for, any and all losses, claims, damages, liabilities and related expenses (other than XxxxXxxxx including the reasonable and XxxxXxxxx E&Pdocumented fees, charges and disbursements of any counsel for any Indemnitee) (collectively, the “Indemnified Liabilities”), the Trust and the Trustee and incurred by any agents thereof, individually and as trustee, as the case may be, and each person, if any, who controls such Qualified Holder, the Trust Indemnitee or the Trustee within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, from and asserted against any Expenses (excluding, however, any taxes, fees and other charges payable by the Trust on, based on or measured Indemnitee by any feesPerson (including Borrowers), commissions arising out of, in connection with, or compensation received by the Trust for its services under this Agreement) to which such Qualified Holder, the Trust, the Trustee or any agent thereof or any controlling person as a result of such Qualified Holder, the Trust or the Trustee may become subject, under or with respect to the Securities Act, the Exchange Act, any other federal or state securities law or otherwise, insofar as such Expenses are caused by (i) an untrue statement the execution or alleged untrue statement delivery of a material fact contained in any Registration Statement Loan Document or an omission or alleged omission to state a material fact required to be stated in or necessary to make the statements therein not misleading at the date and time as of which such Registration Statement was declared effective performance by the SECparties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby (including the Credit Facility), (ii) an untrue statement any Loan or alleged untrue statement of a material fact contained in any preliminary Prospectus the use or any Prospectus or an omission or alleged omission to state a material fact necessary in order to make the statements therein, in the light proposed use of the circumstances under which they were madeproceeds therefrom, not misleading as of the date of such preliminary Prospectus or Prospectus and as of the closing of the sale of Trust Units sold thereunder or (iii) any untrue statement actual or alleged untrue statement prospective claim, litigation, investigation or proceeding relating to any of a material fact contained in any other filingthe foregoing, report or other action taken with respect to the Securities Actwhether based on contract, the Exchange Act tort or any other federal theory, whether brought by a third party or state securities law, the listing of the Trust Units on the New York Stock Exchange or another national securities exchange by any Borrower or any omission Subsidiary thereof, and regardless of whether any Indemnitee is a party thereto, or alleged omission (iv) any claim, investigation, litigation or other proceeding and the prosecution and defense thereof, arising out of or in any way connected with the Loans, any Loan Document, or any documents contemplated by or referred to state a material fact required to be stated herein or therein or necessary to make the statements therein not misleadingtransactions contemplated hereby or thereby, including, reasonable and documented attorneys’ fees; providedprovided that, that XxxxXxxxx Borrowers shall not be liable required to and shall not indemnify the Qualified Holders (other than XxxxXxxxx and XxxxXxxxx E&P), the Trust, the Trustee or any agents or controlling persons thereof, individually or as trustee, as the case may be, in any such case under the preceding clauses (i) and (ii) of Indemnitee pursuant to this Section 6(b11.3(b) to the extent that such Indemnified Liabilities result from any such Expense arises out ofIndemnitee’s gross negligence, is based upon bad faith, or is connected with information relating to (a) the Trust in willful misconduct or material breach by a Lender of its individual capacity or (b) such Qualified Holderobligations hereunder, in either each case prepared or furnished as finally determined by the Trust or such Qualified Holder, as the case may be, expressly for use in any Registration Statement, any preliminary Prospectus or any Prospectus; and provided, further, that XxxxXxxxx a non-appealable judgment of a court of competent jurisdiction. This Section 11.3(b) shall not be liable to the Qualified Holders (other than XxxxXxxxx and XxxxXxxxx E&P), the Trust or any agents or controlling persons thereof, individually or as trustee, as the case may be, in any such case under the preceding clause (iii) of this Section 6(b) to the extent that any such Expense arises out of, is based upon or is connected with information relating to (a) the Trust in its individual capacity prepared or furnished by the Trust and the Trust is found liable or (b) such Qualified Holder prepared or furnished by such Qualified Holder and such Qualified Holder is found liable. Subject to Section 6(e) of this Agreement, XxxxXxxxx shall reimburse the Qualified Holders (other than XxxxXxxxx and XxxxXxxxx E&P), the Trust and the Trustee and any agents or controlling persons thereof for any legal or other expenses reasonably incurred by the Qualified Holders (other than XxxxXxxxx and XxxxXxxxx E&P), the Trust and the Trustee or any agent or controlling persons thereof in connection with the investigation or defense of any Expenses apply with respect to which the Qualified Holders (Taxes other than XxxxXxxxx and XxxxXxxxx E&P)any Taxes that represent losses, the Trust and the Trustee or claims, damages, etc. arising from any agent or controlling persons thereof is entitled to indemnity by XxxxXxxxx under this Agreementnon-Tax claim.

Appears in 3 contracts

Samples: Revolving Credit and Security Agreement (Golub Capital BDC 4, Inc.), Revolving Credit and Security Agreement (Golub Capital BDC 4, Inc.), Revolving Credit and Security Agreement (Golub Capital BDC 4, Inc.)

Indemnification by Xxxxxxxxx. XxxxXxxxx Borrowers shall indemnify each Agent and Xxxxxx (and any sub-agent thereof) and each Related Party of any of the foregoing Persons (each such Person, an “Indemnitee”) against, and hold each Indemnitee harmless each Qualified Holder (other than XxxxXxxxx from, any and XxxxXxxxx E&P)all losses, claims, damages, liabilities and related expenses, including the Trust fees, charges and the Trustee and disbursements of any agents thereofcounsel for any Indemnitee, individually and as trustee, as the case may be, and each person, if any, who controls such Qualified Holder, the Trust incurred by or the Trustee within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, from and asserted against any Expenses (excluding, however, any taxes, fees and other charges payable by the Trust on, based on or measured Indemnitee by any feesthird party or by any Borrower or any Related Party of any Borrower arising out of, commissions in connection with, or compensation received by as a result of (i) the Trust for its services under preparation, negotiation, execution, delivery or administration of this Agreement) to which such Qualified Holder, the Trust, the Trustee or any agent thereof or any controlling person of such Qualified Holder, the Trust or the Trustee may become subject, under or with respect to the Securities Act, the Exchange Act, any other federal Margin Loan Documentation or state securities law any agreement or otherwiseinstrument contemplated hereby or thereby, insofar as such Expenses are caused by (i) an untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or an omission or alleged omission to state a material fact required to be stated in or necessary to make the statements therein not misleading at the date and time as of which such Registration Statement was declared effective performance by the SECparties hereto of their respective obligations hereunder or thereunder, the enforcement or protection of their rights hereunder and thereunder or the consummation of the transactions contemplated by this Agreement (which, for the avoidance of doubt, shall not include any hedging activities by any Indemnitee), any other Margin Loan Documentation or any agreement or instrument contemplated hereby or thereby, (ii) an untrue statement any Advance or alleged untrue statement of a material fact contained in any preliminary Prospectus the use or any Prospectus or an omission or alleged omission to state a material fact necessary in order to make the statements therein, in the light proposed use of the circumstances under which they were madeproceeds therefrom, not misleading as of the date of such preliminary Prospectus or Prospectus and as of the closing of the sale of Trust Units sold thereunder or (iii) any untrue statement actual or alleged untrue statement prospective claim, litigation, investigation or proceeding relating to any of a material fact contained in any other filingthe foregoing, report or other action taken with respect to the Securities Actwhether based on contract, the Exchange Act tort or any other federal theory, whether brought by a third party or state securities law, the listing of the Trust Units on the New York Stock Exchange or another national securities exchange by any Borrower or any omission or alleged omission to state other Related Party of any Borrower, and regardless of whether any Indemnitee is a material fact required to be stated therein or necessary to make the statements therein not misleadingparty thereto; provided, provided that XxxxXxxxx such indemnity shall not be liable to and shall not indemnify the Qualified Holders (other than XxxxXxxxx and XxxxXxxxx E&P), the Trust, the Trustee or any agents or controlling persons thereof, individually or as trusteenot, as the case may beto any Indemnitee, in any such case under the preceding clauses (i) and (ii) of this Section 6(b) be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or any such Expense arises out of, is based upon or is connected with information relating to (a) the Trust in of its individual capacity Related Parties or (by) such Qualified Holder, in either case prepared or furnished by the Trust or such Qualified Holder, as the case may be, expressly for use in arise out of any Registration Statement, any preliminary Prospectus or any Prospectus; and provided, further, that XxxxXxxxx shall not be liable to the Qualified Holders dispute among Indemnitees (other than XxxxXxxxx and XxxxXxxxx E&P)a dispute involving claims against Administrative Agent or any Calculation Agent, in each case, in their respective capacities as such) that did not involve actions or omissions of any Borrower or any Affiliate of any Borrower. This Section 9.04 shall not apply to Taxes, other than any Taxes that represent losses, claims, damages or liabilities in respect of a non-Tax claim. With respect to expenses of counsel that are indemnifiable hereunder, the Trust Borrowers shall provide an indemnity only if all Indemnitees that obtain indemnification hereunder with respect to a substantially-related claim engage a single counsel in each relevant jurisdiction unless the interest of such Indemnitees are materially adverse to one another or any agents or controlling persons thereof, individually or as trustee, as the case may be, in any such case under the preceding clause (iii) of this Section 6(b) to the extent that any such Expense arises out of, is based upon or is connected with information relating to (a) the Trust in its individual capacity prepared or furnished by the Trust and the Trust is found liable or (b) such Qualified Holder prepared or furnished by such Qualified Holder and such Qualified Holder is found liable. Subject to Section 6(e) of this Agreement, XxxxXxxxx shall reimburse the Qualified Holders (other than XxxxXxxxx and XxxxXxxxx E&P), the Trust and the Trustee and any agents or controlling persons thereof for any legal or other expenses reasonably incurred by the Qualified Holders (other than XxxxXxxxx and XxxxXxxxx E&P), the Trust and the Trustee or any agent or controlling persons thereof in connection with the investigation or defense of any Expenses it would be advisable with respect to which the Qualified Holders (other than XxxxXxxxx applicable legal, regulatory or self-regulatory requirements or with related policies and XxxxXxxxx E&P), the Trust and the Trustee or any agent or controlling persons thereof is entitled procedures applicable to indemnity by XxxxXxxxx under this Agreementsuch Indemnitees to engage separate counsel.

Appears in 2 contracts

Samples: Margin Loan Agreement (Cannae Holdings, Inc.), Margin Loan Agreement (Cannae Holdings, Inc.)

Indemnification by Xxxxxxxxx. XxxxXxxxx The Borrowers shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender, each L/C Issuer, each Arranger, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the fees, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Qualified Holder Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by any Loan Party arising out of, in connection with, or as a result of (but limited, in the case of legal fees and expenses, to the Attorney Costs of one counsel to all Indemnitees taken as a whole and, if reasonably necessary, a special counsel for all Indemnitees taken as a whole in each subject matter area that is material to the interests of such Indemnitees, a single local counsel for all Indemnitees taken as a whole in each relevant jurisdiction that is material to the interest of such Indemnitees (which may be a single local counsel acting in multiple material jurisdictions), and solely in the case of a conflict of interest between Indemnitees (where the Indemnitee affected by such conflict of interest informs the Borrowers in writing of such conflict of interest), one additional counsel in each relevant jurisdiction to each group of affected Indemnitees similarly situated taken as a whole) (i) the execution or delivery of this Agreement, any other than XxxxXxxxx and XxxxXxxxx E&PLoan Document or any agreement or instrument contemplated hereby or thereby (including, without limitation, the Indemnitee’s reliance on any Communication executed using an Electronic Signatory or in the form of an Electronic Record), the Trust performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the Trustee other Loan Documents, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual Release of Hazardous Materials on or from any property owned, leased or operated by the Company or any of its Subsidiaries, or any Environmental Liability related in any way to the Company or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Borrower or any other Loan Party or any Borrower’s or such Loan Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that a court of competent jurisdiction determines in a final-non-appealable judgment that any such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements resulted from (x) the gross negligence, willful misconduct or bad faith of such Indemnitee or of any Related Indemnified Person of such Indemnitee, (y) a material breach of any obligations of such Indemnitee under any Loan Document by such Indemnitee or (z) any dispute solely among Indemnitees or of any Related Indemnified Person of such Indemnitee other than any claims against an Indemnitee in its capacity or in fulfilling its role as Administrative Agent (and any agents sub-agent thereof), individually Lender, L/C Issuer or Arranger under any Facility and as trustee, as other than any claims arising out of any act or omission of the Borrowers or any of their Affiliates. In the case may beof an investigation, litigation or other proceeding to which the indemnity in this Section 11.04(b) applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Loan Party, its directors, stockholders or creditors or an Indemnitee or any other Person, whether or not any Indemnitee is otherwise a party thereto and each person, whether or not any of the transactions contemplated hereunder or under any of the other Loan Documents is consummated. All amounts due under this Section 11.04(b) (after the determination of a court of competent jurisdiction) if any, who controls such Qualified Holderrequired pursuant to the terms of this Section 11.04(b) shall be paid within twenty Business Days after written demand therefor. The agreements in this Section 11.04(b) shall survive the resignation of the Administrative Agent, the Trust or L/C Issuer, the Trustee within replacement of any Lender and the meaning of either Section 15 satisfaction of the Securities Act Termination Conditions. This Section 11.04(b) shall not apply to Taxes except it shall apply to any Taxes that represent losses, claims, damages, etc. arising from a non-Tax claim (including a value added Tax or Section 20 of the Exchange Act, from and against any Expenses (excluding, however, any taxes, fees and other charges payable by the Trust on, based on or measured by any fees, commissions or compensation received by the Trust for its services under this Agreement) to which such Qualified Holder, the Trust, the Trustee or any agent thereof or any controlling person of such Qualified Holder, the Trust or the Trustee may become subject, under or similar Tax charged with respect to the Securities Act, the Exchange Act, any other federal or state securities law or otherwise, insofar as such Expenses are caused by (i) an untrue statement or alleged untrue statement supply of a material fact contained in any Registration Statement or an omission or alleged omission to state a material fact required to be stated in or necessary to make the statements therein not misleading at the date and time as of which such Registration Statement was declared effective by the SEC, (ii) an untrue statement or alleged untrue statement of a material fact contained in any preliminary Prospectus or any Prospectus or an omission or alleged omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading as of the date of such preliminary Prospectus or Prospectus and as of the closing of the sale of Trust Units sold thereunder or (iii) any untrue statement or alleged untrue statement of a material fact contained in any other filing, report or other action taken with respect to the Securities Act, the Exchange Act or any other federal or state securities law, the listing of the Trust Units on the New York Stock Exchange or another national securities exchange or any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, that XxxxXxxxx shall not be liable to and shall not indemnify the Qualified Holders (other than XxxxXxxxx and XxxxXxxxx E&P), the Trust, the Trustee or any agents or controlling persons thereof, individually or as trustee, as the case may be, in any such case under the preceding clauses (i) and (ii) of this Section 6(b) to the extent that any such Expense arises out of, is based upon or is connected with information relating to (a) the Trust in its individual capacity or (b) such Qualified Holder, in either case prepared or furnished by the Trust or such Qualified Holder, as the case may be, expressly for use in any Registration Statement, any preliminary Prospectus or any Prospectus; and provided, further, that XxxxXxxxx shall not be liable to the Qualified Holders (other than XxxxXxxxx and XxxxXxxxx E&P), the Trust or any agents or controlling persons thereof, individually or as trustee, as the case may be, in any such case under the preceding clause (iii) of this Section 6(b) to the extent that any such Expense arises out of, is based upon or is connected with information relating to (a) the Trust in its individual capacity prepared or furnished by the Trust and the Trust is found liable or (b) such Qualified Holder prepared or furnished by such Qualified Holder and such Qualified Holder is found liable. Subject to Section 6(e) of this Agreement, XxxxXxxxx shall reimburse the Qualified Holders (other than XxxxXxxxx and XxxxXxxxx E&P), the Trust and the Trustee and any agents or controlling persons thereof for any legal or other expenses reasonably incurred by the Qualified Holders (other than XxxxXxxxx and XxxxXxxxx E&Pservices), the Trust and the Trustee or any agent or controlling persons thereof in connection with the investigation or defense of any Expenses with respect to which the Qualified Holders (other than XxxxXxxxx and XxxxXxxxx E&P), the Trust and the Trustee or any agent or controlling persons thereof is entitled to indemnity by XxxxXxxxx under this Agreement.

Appears in 1 contract

Samples: Credit Agreement (MGM Resorts International)

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Indemnification by Xxxxxxxxx. XxxxXxxxx shall Xxxxxxxxx agrees to defend Imara, its Affiliates and its (and its Affiliates’) directors, officers, stockholders, employees and agents (the “Imara Indemnified Parties”), at Cardurion’s cost and expense, and will indemnify and hold the Imara Indemnified Parties harmless each Qualified Holder (other than XxxxXxxxx and XxxxXxxxx E&P), the Trust and the Trustee and any agents thereof, individually and as trustee, as the case may be, and each person, if any, who controls such Qualified Holder, the Trust or the Trustee within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any Expenses Losses resulting from, arising out of or otherwise relating to: (excludinga) any breach of any representation or warranty of Cardurion contained in the Agreement or in any Ancillary Agreement delivered by Cardurion pursuant to this Agreement; (b) any breach of, howeveror any failure by Cardurion to perform or observe, any taxescovenant, fees and other charges payable agreement or condition to be performed by the Trust on, based on or measured by any fees, commissions or compensation received by the Trust for its services Cardurion under this Agreement or under any Ancillary Agreement delivered by Cardurion pursuant to this Agreement; (c) to which such Qualified Holder, the Trust, the Trustee or any agent thereof or Assumed Liability; (d) any controlling person of such Qualified Holder, the Trust or the Trustee may become subject, under or with respect to the Securities Act, the Exchange Act, any other federal or state securities law or otherwise, insofar as such Expenses are caused by (i) an untrue statement or alleged untrue statement of a material fact contained in the Requested Information or any Registration Statement or an omission or alleged omission to state a of any material fact required to necessary, in light of the circumstances under which it was or will be stated in or necessary to make the statements therein not misleading at the date and time as of which such Registration Statement was declared effective by the SECmade, (ii) an untrue statement or alleged untrue statement of a material fact contained in any preliminary Prospectus or any Prospectus or an omission or alleged omission to state a material fact necessary in order to make the statements thereinin the Requested Information not misleading, in the light of the circumstances under which they were madeeach case, not misleading as of the date of such preliminary Prospectus or Prospectus and as of the closing of the sale of Trust Units sold thereunder or (iii) any untrue statement or alleged untrue statement of a material fact contained in any other filing, report or other action taken with respect to the Securities Act, the Exchange Act or any other federal or state securities law, the listing of the Trust Units on the New York Stock Exchange or another national securities exchange or any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, that XxxxXxxxx shall not be liable to and shall not indemnify the Qualified Holders (other than XxxxXxxxx and XxxxXxxxx E&P), the Trust, the Trustee or any agents or controlling persons thereof, individually or as trustee, as the case may be, in any such case under the preceding clauses (i) and (ii) of this Section 6(b) to the extent that any such Expense arises out of, the Requested Information is based upon or is connected with information relating to used by Xxxxx as contemplated hereunder; or (ae) the Trust in Exploitation of any Licensed Compound or Licensed Product by or on behalf of Cardurion or its individual capacity Affiliates on or (b) such Qualified Holder, in either case prepared or furnished by after the Trust or such Qualified Holder, as the case may be, expressly for use in any Registration Statement, any preliminary Prospectus or any ProspectusClosing Date; and provided, furtherthat, that XxxxXxxxx Cardurion shall not be liable obligated to indemnify Imara’s Indemnified Parties for any Losses pursuant to this Section 9.5 for which Imara is obligated to indemnify Cardurion’ Indemnified Parties pursuant to Section 9.4. In the event of any Third Party Claim against the Imara Indemnified Parties, (A) Imara shall promptly notify Cardurion in writing of the Third Party Claim (provided, that, any failure or delay to so notify Cardurion shall not excuse any obligations of Cardurion except to the Qualified Holders extent Cardurion is actually prejudiced thereby) and Xxxxxxxxx shall have the right to solely manage and control, at is sole expense, the defense of the Third Party Claim and its settlement; provided, that, Cardurion shall not settle any such Third Party Claim without the prior written consent of Imara if such settlement does not include a complete release of Imara Indemnified Parties from liability or if such settlement would involve undertaking an obligation (other than XxxxXxxxx and XxxxXxxxx E&Pincluding the payment of money by an Imara Indemnified Party), would bind or impair an Imara Indemnified Party, or includes any admission of wrongdoing or that any intellectual property or proprietary right of Imara is invalid or unenforceable and (B) the Trust or any agents or controlling persons thereofImara Indemnified Parties shall cooperate with Cardurion and may, individually or as trusteeat their option and expense, as the case may be, be represented in any such case action or proceeding by counsel of their own choosing. With respect to any Third Party Claim subject to indemnification under the preceding clause (iii) of this Section 6(b9.5: (1) the Parties agree (each at its own expense) to render to each other such assistance as they may reasonably require of each other and to cooperate in good faith with each other in order to ensure the proper and adequate defense of any such Third Party Claim and (2) the Parties agree to cooperate in such a manner as to preserve in full (to the extent that possible) the confidentiality of all Confidential Information and information protected by the attorney-client and work-product privileges in any such Expense arises out ofaction or proceeding. Any Third Party Claim that is asserted in writing as provided for in this Section 9.5 prior to the expiration date, is based upon if any, applicable to the representation, warranty or is connected with information relating to (a) the Trust covenant set forth in its individual capacity prepared or furnished by the Trust and the Trust is found liable or (b) such Qualified Holder prepared or furnished by such Qualified Holder and such Qualified Holder is found liable. Subject to Section 6(e) of this Agreement, XxxxXxxxx shall reimburse the Qualified Holders (other than XxxxXxxxx and XxxxXxxxx E&P), the Trust and the Trustee and any agents or controlling persons thereof for any legal or other expenses reasonably incurred by the Qualified Holders (other than XxxxXxxxx and XxxxXxxxx E&P), the Trust and the Trustee or any agent or controlling persons thereof in connection with the investigation or defense of any Expenses 9.1 with respect to which the Qualified Holders (other than XxxxXxxxx such Third Party Claim is made shall survive until finally resolved and XxxxXxxxx E&P), the Trust and the Trustee or any agent or controlling persons thereof is entitled to indemnity by XxxxXxxxx under this Agreementsatisfied in full.

Appears in 1 contract

Samples: Asset Purchase Agreement (IMARA Inc.)

Indemnification by Xxxxxxxxx. XxxxXxxxx shall indemnify and hold harmless each Qualified Holder (other than XxxxXxxxx and XxxxXxxxx E&PXxxxXxxxx), the Trust and the Trustee and any agents thereof, individually and as trustee, as the case may be, and each person, if any, who controls such Qualified Holder, the Trust or the Trustee within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any Expenses (excluding, however, any taxes, fees and other charges payable by the Trust on, based on or measured by any fees, commissions or compensation received by the Trust for its services under this Agreement) to which such Qualified Holder, the Trust, the Trustee or any agent thereof or any controlling person of such Qualified Holder, the Trust or the Trustee may become subject, under or with respect to the Securities Act, the Exchange Act, any other federal or state securities law or otherwise, insofar as such Expenses are caused by (i) an untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or an omission or alleged omission to state a material fact required to be stated in or necessary to make the statements therein not misleading at the date and time as of which such Registration Statement was declared effective by the SEC, (ii) an untrue statement or alleged untrue statement of a material fact contained in any preliminary Prospectus or any Prospectus or an omission or alleged omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading as of the date of such preliminary Prospectus or Prospectus and as of the closing of the sale of Trust Units sold thereunder or (iii) any untrue statement or alleged untrue statement of a material fact contained in any other filing, report or other action taken with respect to the Securities Act, the Exchange Act or any other federal or state securities law, the listing of the Trust Units on the New York Stock Exchange or another national securities exchange or any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, that XxxxXxxxx shall not be liable to and shall not indemnify the Qualified Holders (other than XxxxXxxxx and XxxxXxxxx E&PXxxxXxxxx), the Trust, the Trustee or any agents or controlling persons thereof, individually or as trustee, as the case may be, in any such case under the preceding clauses (i) and (ii) of this Section 6(b) to the extent that any such Expense arises out of, is based upon or is connected with information relating to (a) the Trust in its individual capacity or (b) such Qualified Holder, in either case prepared or furnished by the Trust or such Qualified Holder, as the case may be, expressly for use in any Registration Statement, any preliminary Prospectus or any Prospectus; and provided, further, that XxxxXxxxx shall not be liable to the Qualified Holders (other than XxxxXxxxx and XxxxXxxxx E&PXxxxXxxxx), the Trust or any agents or controlling persons thereof, individually or as trustee, as the case may be, in any such case under the preceding clause (iii) of this Section 6(b) to the extent that any such Expense arises out of, is based upon or is connected with information relating to (a) the Trust in its individual capacity prepared or furnished by the Trust and the Trust is found liable or (b) such Qualified Holder prepared or furnished by such Qualified Holder and such Qualified Holder is found liable. Subject to Section 6(e) of this Agreement, XxxxXxxxx shall reimburse the Qualified Holders (other than XxxxXxxxx and XxxxXxxxx E&PXxxxXxxxx), the Trust and the Trustee and any agents or controlling persons thereof for any legal or other expenses reasonably incurred by the Qualified Holders (other than XxxxXxxxx and XxxxXxxxx E&PXxxxXxxxx), the Trust and the Trustee or any agent or controlling persons thereof in connection with the investigation or defense of any Expenses with respect to which the Qualified Holders (other than XxxxXxxxx and XxxxXxxxx E&PXxxxXxxxx), the Trust and the Trustee or any agent or controlling persons thereof is entitled to indemnity by XxxxXxxxx under this Agreement.

Appears in 1 contract

Samples: Registration Rights Agreement (SandRidge Mississippian Trust I)

Indemnification by Xxxxxxxxx. XxxxXxxxx shall In the event Xxxxxxxx'x registers Registrable Securities pursuant to Section 2 or Section 3 hereof, Xxxxxxxx'x agrees to indemnify and hold harmless each Qualified Holder Person who participates as a underwriter (other than XxxxXxxxx and XxxxXxxxx E&P"Underwriter"), the Trust and the Trustee and any agents thereof, individually and as trustee, as the case may be, Holder and each personPerson, if any, who controls such Qualified Holder, the Trust Holder or the Trustee an Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange 1933 Act, from and against any Expenses their respective directors and officers (excluding, however, any taxes, fees and other charges payable by the Trust on, based on or measured by any fees, commissions or compensation received by the Trust for its services under this Agreementan "Indemnified Party") to which such Qualified Holder, the Trust, the Trustee or any agent thereof or any controlling person of such Qualified Holder, the Trust or the Trustee may become subject, under or with respect to the Securities Act, the Exchange Act, any other federal or state securities law or otherwise, insofar as such Expenses are caused by follows: (i) an untrue statement or alleged against any and all loss, claim, damage and expense whatsoever arising out of any untrue statement of a material fact contained in any Registration Statement (or an any amendment thereto) pursuant to which Registrable Securities were registered under the 1933 Act, including all documents incorporated therein by reference, or the omission or alleged omission to state therefrom of a material fact required to be stated in therein or necessary to make the statements therein not misleading at the date and time as or arising out of which such Registration Statement was declared effective by the SEC, (ii) an any untrue statement or alleged untrue statement of a material fact contained in any preliminary Prospectus or the Prospectus (or any Prospectus amendment or an supplement thereto) or the omission or alleged omission to state therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading as misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever to the extent of the date aggregate amount paid in settlement of any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such preliminary Prospectus untrue statement or Prospectus and as omission, or any such alleged untrue statement or omission, if such settlement is effected with the written consent of the closing of the sale of Trust Units sold thereunder or Xxxxxxxx'x; and (iii) against any and all expense whatsoever (including reasonable fees and disbursements of counsel chosen by the Holder or any Underwriter) reasonably incurred in investigating, preparing or defending against any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement of a material fact contained in any other filingor omission, report or other action taken with respect to the Securities Act, the Exchange Act or any other federal or state securities law, the listing of the Trust Units on the New York Stock Exchange or another national securities exchange or any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, extent that XxxxXxxxx shall not be liable to and shall not indemnify the Qualified Holders (other than XxxxXxxxx and XxxxXxxxx E&P), the Trust, the Trustee or any agents or controlling persons thereof, individually or as trustee, as the case may be, in any such case expense is not paid under the preceding clauses subsections (i) and (ii) of this Section 6(b) 5(a); provided, however, that this indemnity agreement does not apply to any loss, liability, claim, damage or expense to the extent that arising out of any such Expense arises out of, is based untrue statement or omission or alleged untrue statement or omission made in reliance upon or is connected and in conformity with written information relating furnished to (a) the Trust in its individual capacity or (b) such Qualified Holder, in either case prepared or furnished Xxxxxxxx'x by the Trust Holder or such Qualified Holder, as the case may be, any Underwriter expressly for use in the Registration Statement (or any Registration Statement, amendment thereto) or any preliminary Prospectus or the Prospectus (or any Prospectusamendment or supplement thereto); and provided, further, however, that XxxxXxxxx shall not be liable to the Qualified Holders (other than XxxxXxxxx and XxxxXxxxx E&P), the Trust or any agents or controlling persons thereof, individually or as trustee, as the case may be, in any such case under the preceding clause (iii) of this Section 6(b) to the extent that any such Expense arises out of, is based upon or is connected with information relating to (a) the Trust in its individual capacity prepared or furnished by the Trust and the Trust is found liable or (b) such Qualified Holder prepared or furnished by such Qualified Holder and such Qualified Holder is found liable. Subject to Section 6(e) of this Agreement, XxxxXxxxx shall reimburse the Qualified Holders (other than XxxxXxxxx and XxxxXxxxx E&P), the Trust and the Trustee and any agents or controlling persons thereof for any legal or other expenses reasonably incurred by the Qualified Holders (other than XxxxXxxxx and XxxxXxxxx E&P), the Trust and the Trustee or any agent or controlling persons thereof in connection with the investigation or defense of any Expenses indemnity agreement with respect to any preliminary or amended preliminary Prospectus shall not inure to the benefit of any Underwriter (or to the benefit of any Person controlling such Underwriter) from whom the Person asserting any such loss, expense, liability or claim purchased the Registrable Securities which are the Qualified Holders (other than XxxxXxxxx subject thereof if the Prospectus corrected any such alleged untrue statement or omission and XxxxXxxxx E&P), if such Underwriter failed to send or give a copy of the Trust and Prospectus to such Person at or prior to the Trustee or any agent or controlling persons thereof is entitled written confirmation of the sale of such Registrable Securities to indemnity by XxxxXxxxx under this Agreementsuch Person.

Appears in 1 contract

Samples: Registration Rights Agreement (Carson Pirie Scott & Co /Il/)

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