Indemnification of Parent Indemnitees Sample Clauses

Indemnification of Parent Indemnitees. Subject to the other provisions of this Article VIII, from and after the Closing, Parent, the Surviving Corporation and each of their respective officers and directors (the "Parent Indemnitees") shall be indemnified and held harmless solely and exclusively from the Indemnification Escrow Fund for any Losses incurred by any of them resulting from, or that exist or arise due to any of the following: any failure of any representation or warranty made by the Company contained in Article III of this Agreement (except for the Tax representations and warranties provided in Section 3.12, the indemnity of which is provided for under Section 5.17(h)), or in any schedule or certificate delivered pursuant to this Agreement, to be true and correct on and as of the date of this Agreement and on and as of the Closing Date as if made on such date (other than those made on a specified date, which shall be true and correct in all respects as of such specified date); any breach of any covenant or agreement by the Company contained in this Agreement; any matter identified in a Supplement; any claim by a stockholder or former stockholder of the Company, or any other Person seeking to assert, or based upon: (i) ownership or rights to ownership of any shares of stock of the Company or any Company Subsidiary; (ii) any rights of a stockholder (other than the right to receive the consideration payable pursuant to this Agreement), including any option, preemptive rights, appraisal rights under the applicable provisions of the DGCL or rights to notice or to vote; (iii) any rights under the certificate of incorporation or by-laws of the Company or any of the Stockholders Agreements; or (iv) any claim that his, her or its shares or Options in the Company or any Company Subsidiary were wrongfully purchased or repurchased by the Company or any Company Subsidiary; and any Action pending or threatened against or affecting the Company or any of the Company Subsidiaries prior to or on the Closing Date, whether or not disclosed in Section 3.9 of the Company Disclosure Letter.
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Indemnification of Parent Indemnitees. The Company Stockholders, holders of Vested Company Options and holders of Company Restricted Stock (the “Indemnifying Holders”) will severally (and not jointly) indemnify, defend and hold harmless Parent, the Company and their Affiliates (including the Surviving Corporation and its Subsidiaries) and their respective stockholders, directors, managers, officers, employees agents, successors and assigns (the “Parent Indemnitees”) from and against any damages, losses, Liabilities, actions, costs, Taxes, deficiencies, assessments, judgments, awards, obligations, actions, claims of any kind, interest, penalties, fines or expenses (including, without limitation, reasonable attorneys’, consultants and experts’ fees and expenses and all amounts paid in investigation, defense or settlement of any of the foregoing), whether arising out of any claims by or on behalf of any party to this Agreement or any third-party claims and whether or not the underlying claim, action or cause of action is actually asserted or is merely alleged or threatened (collectively, “Losses”), suffered, incurred or paid, directly or indirectly, as a result of, relating to, in connection with or arising out of (a) the failure of any representation or warranty (other than those representations made in Section 3.4 (Capitalization) and Section 3.12 (Tax Matters)) made by the Company in this Agreement or in any Ancillary Agreement to which the Company is a Party or in any instrument, certificate or writing delivered pursuant to this Agreement or any Ancillary Agreement to which the Company is a Party to be true and correct in all respects as of the date of this Agreement and as of the Closing Date; (b) the failure of the representations and warranties made by the Company in Section 3.4 (Capitalization) and Section 3.12 (Tax Matters) of this Agreement to be true and correct in all respects as of the date of this Agreement and as of the Closing Date; (c) any breach by the Company of its covenants or agreements contained herein or in any Ancillary Agreement; (d) fraud or misrepresentation with the intent to deceive; (e) the failure of any item set forth in the Allocation Certificate to be true and correct in all respects as of the Closing; (f) notwithstanding any disclosure in the Company Disclosure Schedule, any indemnification pursuant to Section 7.3; (g) any amounts paid to holders of Dissenting Shares in excess of the amounts that would have been payable to such holders had they not exercised the...
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Indemnification of Parent Indemnitees. (a) Following the Closing, subject to the terms and conditions of this Article IX (including without limitation the limitations set forth in Section 9.4 and Section 2.8), Parent and Surviving Company and their respective representatives, successors and permitted assigns (the “Parent Indemnitees”) shall be indemnified, defended and held harmless from and against Losses asserted against, resulting to, imposed upon, or incurred by any Parent Indemnitee, solely by recourse to the Escrow Shares in accordance with the terms of the Escrow Agreement, by reason of, arising out of or resulting from: (i) the inaccuracy or breach of any representation or warranty of (A), subject to Section 9.1(c), a Blocker Entity contained in Article III of this Agreement (without regard to any exceptions on Schedules 3.2 or 3.10 of the Blocker Disclosure Letter (including any incorporation by reference of such exceptions in other schedules) or (B) the Company contained in Article IV of this Agreement (including, for purposes of this Section 9.1(a)(i), after giving effect to any information disclosed in any supplement or amendment to the Company Disclosure Letter delivered pursuant to Section 7.9); (ii) the non-fulfillment or breach of (A), subject to Section 9.1(c), a Blocker Entity in Section 6.3 or Section 7.23 or (B) any covenant or agreement of the Company contained in this Agreement; and (iii) (A) activities of a Blocker Company prior to the Closing (including the ownership of any assets or securities or other equity interests) or (B) the applicable Blocker Merger (but excluding any Losses to the extent arising from or related to a breach of a representation, warranty or covenant in Articles IV, V or VI (other than Section 6.3)). (b) As used in this Article IX, the term “Losses” shall include all losses, liabilities, damages, judgments, awards, orders, penalties, settlements, costs and expenses (including, without limitation, interest, penalties, court costs and reasonable legal fees and expenses) including those arising from any demands, claims, suits, actions, costs of investigation, notices of violation or noncompliance, causes of action, proceedings and assessments whether or not made by third parties or whether or not ultimately determined to be valid; provided that in no event will Losses include any indirect, remote, exemplary, consequential, punitive, multiple-based or diminution in value-based losses, loss of profits, liabilities, damages, judgments, awards, orders, pe...
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Indemnification of Parent Indemnitees. From and after the Effective Time, the Securityholders shall (subject to Section 8.3 and Section 8.4(b)), jointly and severally indemnify, defend and hold harmless Xxxxxx, Parent and the Surviving Corporation and their respective Affiliates and each of their respective officers, directors, stockholders, members, managers, partners, employees, agents or other representatives (all such foregoing Persons, collectively, the “Parent Indemnitees”) from and against the entirety of any Losses any Parent Indemnitee may suffer, sustain or become subject to (including any Losses any Parent Indemnitee may suffer after the end of the Survival Period with respect to claims made within such period) resulting from or arising out of any of the following (any of the following referred to as “Parent Indemnifiable Losses”): (i) any misrepresentation, inaccuracy, incorrectness or breach of any representation and warranty of the Company made by it in any Company Agreement or in any other document or certificate provided by the Company to carry out the transactions contemplated hereby; (ii) any non fulfillment, non performance or breach of any covenant or agreement on the part of the Company in this Agreement; (iii) any Parent Indemnified Taxes; (iv) any Excess Post Closing Adjustment Costs; and/or (v) any Affiliate Indebtedness Losses.
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Indemnification of Parent Indemnitees. (a) Subject to the provisions of this Section 10, from and after the Effective Time, the Parent Indemnitees shall be held harmless and indemnified from and against all Damages that the Parent Indemnitees or any of them may incur based upon, arising out of or otherwise in any way related to: (i) any inaccuracy in or breach of any representation or warranty set forth in Sections 2 or 3 as of the date of this Agreement (without giving effect to any update to the Company Disclosure Schedule); (ii) any inaccuracy in or breach of any representation or warranty set forth in Sections 2 or 3 as if such representation and warranty had been made on and as of the Closing Date (without giving effect to any update to the Company Disclosure Schedule); (iii) any breach of any covenant or obligation of the Company or any of the Signing Noteholders or Carve-Out Recipients contained in this Agreement; (iv) any matter identified or referred to in Part 2.21 of the Company Disclosure Schedule; (v) (A) all Taxes (or the non-payment thereof) of the Company and each Company Subsidiary attributable to all Pre-Closing Tax Periods, (B) all Taxes of any member of an affiliated, consolidated, combined or unitary group for which the Company or any Company Subsidiary (or any predecessor thereof) is liable, including pursuant to Treasury Regulation Section 1.1502-6 or any analogous or similar state, local, or foreign law or regulation, and (C) any and all Taxes of any person imposed on the Company or any Company Subsidiary
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Indemnification of Parent Indemnitees. Subject to the other provisions of this Article VIII, from and after the Closing, Parent, the Surviving Corporation and each of their respective officers and directors (the “Parent Indemnitees”) shall be indemnified and held harmless solely and exclusively from the Escrow Fund for any Losses incurred by them as a result of: (a) any failure of any representation or warranty made by the Company contained in Article III of this Agreement to be true and correct on and as of the Closing Date including; (b) any Supplemental Disclosure; (c) any breach of any covenant or agreement by the Company contained in this Agreement; or (d) any claim by a stockholder or former stockholder of the Company, or any other Person seeking to assert, or based upon: (i) ownership or rights to ownership of any shares of stock of the Company; (ii) any rights of a stockholder (other than the right to receive the consideration payable pursuant to this Agreement or appraisal rights under the applicable provisions of the DGCL), including any option, preemptive rights or rights to notice or to vote; (iii) any rights under the certificate of incorporation or by-laws of the Company; or (iv) any claim that his, her or its shares were wrongfully repurchased by the Company.
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Indemnification of Parent Indemnitees. From and after the Closing, Purchaser shall, subject to the limitations in this Article IX, indemnify, save, defend and hold harmless the Parent Indemnitees from and against all Damages suffered, sustained or incurred by any of them until the expiration of the applicable survival period set forth in Section 9.1 resulting from, arising out of, or in connection with: (a) any inaccuracy in or breach of any representation or warranty made by Purchaser in Article V or in any certificate delivered by Purchaser pursuant hereto; and (b) any breach of, or failure to perform or comply with, any covenant, agreement or obligation of Purchaser or, after the Closing, the Target Company under this Agreement.
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Indemnification of Parent Indemnitees. From and after the Closing, and pursuant to the provisions of this Agreement, and, (i) in the case of the PFBI Stockholders, the Written Consent executed by the PFBI Stockholders and the Indemnity Escrow Agreement, (ii) in the case of the Other Stockholders (other than the PFBI Stockholders), the Indemnity Escrow Agreement, (iii) in the case of the MDP Stockholder, the Written Consent executed by the MDP Stockholder, and (iv) in the case of each Management Indemnitor, the Rollover Documentation executed by such Management Indemnitor, and in all cases subject to the limitations set forth in this Article 9, Parent and Merger Sub and their respective officers, directors, agents, employees, successors and assigns (collectively, the “Parent Indemnitees”) shall be indemnified and held harmless from and against any liability, obligations, fines, penalties, losses, settlements, damages, claims, interest, awards and judgments, costs, Taxes and expenses (including reasonable attorneys’ fees and other reasonable costs and expenses of investigating or contesting any of the foregoing) and any diminution in value (collectively, “Loss” or “Losses”) suffered or incurred by any of them as a result of, or arising out of:”
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Indemnification of Parent Indemnitees. Subject to the applicable limitations set forth in this Article VIII, from and after the Closing, Parent and its affiliates (including the Surviving Corporation) and their respective directors, officers, managers, members, shareholders, partners, employees, agents, representatives successors and permitted assigns (collectively, the “Parent Indemnitees”) shall be indemnified and held harmless by the Company Equityholders, (i) on a joint and several basis, from, against and in respect of Losses with respect to Section 8.01(a), Section 8.01(b) and Section 8.01(c) from the Escrow Fund, to the extent that amounts are available in the Escrow Fund to pay such Losses prior to the Release Date, (ii) on a several (based on the relative amount of Base Consideration actually received by each such Company Equityholder) and not joint basis, from, against and in respect of Losses with respect to Section 8.01(a), any breach of, or inaccuracy in Company Fundamental Representations and Section 8.01(c) to the extent that such Losses are in excess of amounts available in the Escrow Fund prior to the Release Date, and (iii) on a several (based on the relative amount of Base Consideration actually received by each such Company Equityholder) and not joint basis, from, against and in respect of Losses with respect to Section 8.01(a), any breach of, or inaccuracy in Company Fundamental Representations and Section 8.01(c) from and after the Release Date until the expiration of an applicable Survival Period pursuant to Section 8.04(a) or the expiration of an applicable Extended Survival Period pursuant to Section 8.04(a) and Section 8.06 in each case of (i), (ii) or (iii), arising out of, based upon, attributable to, or resulting from: (a) any breach or default in performance by the Company or the Stockholder Representative of any covenant or agreement of the Company or the Stockholder Representative contained in this Agreement to be performed at or prior to Closing; (b) any breach of, or inaccuracy in, any representation or warranty made by the Company in this Agreement (other than with respect to the representations and warranties made by the Company in Section 3.10 which are governed by Section 5.08); or (c) any exercise by a holder of the Company Common Stock or the Company Preferred Stock of such holder’s rights of appraisal under Section 262 in connection with the Merger, including any amount payable to any holder of Appraisal Shares in respect of such shares that is in excess...
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Related to Indemnification of Parent Indemnitees

  • Indemnification of Indemnitees From and after Bank Closing and subject to the limitations set forth in this Section and Section 12.6 and compliance by the Indemnitees with Section 12.2, the Receiver agrees to indemnify and hold harmless the Indemnitees against any and all costs, losses, liabilities, expenses (including attorneys' fees) incurred prior to the assumption of defense by the Receiver pursuant to paragraph (d) of Section 12.2, judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with claims against any Indemnitee based on liabilities of the Failed Bank that are not assumed by the Assuming Institution pursuant to this Agreement or subsequent to the execution hereof by the Assuming Institution or any Subsidiary or Affiliate of the Assuming Institution for which indemnification is provided hereunder in (a) of this Section 12.1, subject to certain exclusions as provided in (b) of this Section 12.1: (1) claims based on the rights of any shareholder or former shareholder as such of

  • Indemnification and Exculpation of Indemnitees (a) The Partnership shall indemnify an Indemnitee from and against any and all losses, claims, damages, liabilities, joint or several, expenses (including reasonable legal fees and expenses), judgments, fines, settlements, and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, that relate to the operations of the Partnership as set forth in this Agreement in which any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, unless it is established that: (i) the act or omission of the Indemnitee was material to the matter giving rise to the proceeding and either was committed in bad faith or was the result of active and deliberate dishonesty; (ii) the Indemnitee actually received an improper personal benefit in money, property or services; or (iii) in the case of any criminal proceeding, the Indemnitee had reasonable cause to believe that the act or omission was unlawful. Any indemnification pursuant to this Section 6.3 shall be made only out of the assets of the Partnership. (b) The Partnership shall reimburse an Indemnitee for reasonable expenses incurred by an Indemnitee who is a party to a proceeding in advance of the final disposition of the proceeding upon receipt by the Partnership of (i) a written affirmation by the Indemnitee of the Indemnitee’s good faith belief that the standard of conduct necessary for indemnification by the Partnership as authorized in this Section 6.3 has been met, and (ii) a written undertaking by or on behalf of the Indemnitee to repay the amount if it shall ultimately be determined that the standard of conduct has not been met. (c) The indemnification provided by this Section 6.3 shall be in addition to any other rights to which an Indemnitee or any other Person may be entitled under any agreement, pursuant to any vote of the Partners, as a matter of law or otherwise, and shall continue as to an Indemnitee who has ceased to serve in such capacity. (d) The Partnership may purchase and maintain insurance, on behalf of the Indemnitees and such other Persons as the General Partner shall determine, against any liability that may be asserted against or expenses that may be incurred by such Person in connection with the Partnership’s activities, regardless of whether the Partnership would have the power to indemnify such Person against such liability under the provisions of this Agreement. (e) For purposes of this Section 6.3, the Partnership shall be deemed to have requested an Indemnitee to serve as fiduciary of an employee benefit plan whenever the performance by it of its duties to the Partnership also imposes duties on, or otherwise involves services by, it to the plan or participants or beneficiaries of the plan; excise taxes assessed on an Indemnitee with respect to an employee benefit plan pursuant to applicable law shall constitute fines within the meaning of this Section 6.3; and actions taken or omitted by the Indemnitee with respect to an employee benefit plan in the performance of its duties for a purpose reasonably believed by it to be in the interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose which is not opposed to the best interests of the Partnership. (f) In no event may an Indemnitee subject the Limited Partners to personal liability by reason of the indemnification provisions set forth in this Agreement. (g) An Indemnitee shall not be denied indemnification in whole or in part under this Section 6.3 because the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement. (h) The provisions of this Section 6.3 are for the benefit of the Indemnitees, their heirs, successors, assigns and administrators and shall not be deemed to create any rights for the benefit of any other Persons. (i) Notwithstanding the foregoing, the Partnership may not indemnify or hold harmless an Indemnitee for any liability or loss unless all of the following conditions are met: (i) the Indemnitee has determined, in good faith, that the course of conduct that caused the loss or liability was in the best interests of the Partnership; (ii) the Indemnitee was acting on behalf of or performing services for the Partnership; (iii) the liability or loss was not the result of (A) negligence or misconduct, in the case that the Indemnitee is a director of the General Partner (other than an Independent Director), the Advisor or an Affiliate of the Advisor or (B) gross negligence or willful misconduct, in the case that the Indemnitee is an Independent Director; and (iv) the indemnification or agreement to hold harmless is recoverable only out of net assets of the Partnership. In addition, the Partnership shall not provide indemnification for any loss, liability or expense arising from or out of an alleged violation of federal or state securities laws by such party unless one or more of the following conditions are met: (i) there has been a successful adjudication on the merits of each count involving alleged material securities law violations as to the Indemnitee; (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the Indemnitee; or (iii) a court of competent jurisdiction approves a settlement of the claims against the Indemnitee and finds that indemnification of the settlement and the related costs should be made, and the court considering the request for indemnification has been advised of the position of the Commission and of the published position of any state securities regulatory authority in which Securities were offered or sold as to indemnification for violations of securities laws.

  • Indemnification/Hold Harmless As a separate and independent covenant from CONTRACTOR’s obligations under Section 22 hereof, CONTRACTOR shall indemnify, protect, defend with counsel acceptable to the CITY, and hold CITY and CITY’s officers, employees, agents, and volunteers harmless and free from any and all claims, liabilities, or expenses, including attorney’s fees, arising out of or relating to any negligent act, negligent omission, or wrongful conduct, or any loss, damage, or injury (including, but not limited to, death or other injury that is sustained from any communicable disease), related in any way to CONTRACTOR’s performance of its services pursuant to this Agreement. In the event CITY and/or any of CITY’s officers, employees, agents, or volunteers are named in any lawsuit, or should any claim be made against it or any of them by lawsuit or otherwise arising out of or relating to such negligent act, negligent omission, wrongful conduct, or any loss, damage, or injury (including, but not limited to, death or other injury that is sustained from any communicable disease), CONTRACTOR shall indemnify them for any judgment rendered against them for such negligent act, negligent omission, wrongful act, or any loss, damage, or injury (including, but not limited to, death or other injury that is sustained from any communicable disease), any sums paid out in settlement or otherwise, and all costs incurred by them in their defense, including but not limited to attorney’s fees. XXXXXXXXXX also understands and agrees that it is being employed to perform the services provided for by this Agreement because of CONTRACTOR’s professed expertise and experience in performing such services. In addition, CONTRACTOR understands and agrees that while CITY or CITY’s officers, employees, agents, or volunteers may elect to do so, they have no duty to review, inspect, monitor, or supervise the work performed by CONTRACTOR pursuant to this Agreement except as otherwise expressly provided for by this Agreement. As a consequence, CONTRACTOR waives any right of contribution against CITY or any of CITY’s officers, employees, agents, or volunteers arising out of such failure to inspect, review, monitor, or supervise the work performed by CONTRACTOR pursuant to this Agreement. CONTRACTOR’s obligations under this Section of the Agreement shall survive the termination of the Agreement.

  • Buyer Indemnification Buyer agrees to indemnify and hold Seller harmless from any and all claims, damages and liabilities arising from Buyer' breach of their representations and warranties set forth in this Agreement.

  • Exculpation and Indemnification of Escrow Agent 9.1. The Escrow Agent shall have no duties or responsibilities other than those expressly set forth herein. The Escrow Agent shall have no duty to enforce any obligation of any person to make any payment or delivery, or to direct or cause any payment or delivery to be made, or to enforce any obligation of any person to perform any other act. The Escrow Agent shall be under no liability to the other parties hereto or to anyone else by reason of any failure on the part of any party hereto or any maker, guarantor, endorser or other signatory of any document or any other person to perform such person's obligations under such document. Except for amendments to this Agreement referred to below, and except for instructions given to the Escrow Agent by the Company and the subscribers relating to the Escrow Account, the Escrow Agent, as applicable, shall not be obligated to recognize any agreement between any and all of the persons referred to herein, notwithstanding that references thereto may be made herein and whether or not it has knowledge thereof. 9.2. The Escrow Agent shall not be liable to the Company or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the exercise of its own best judgment. The Escrow Agent may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Escrow Agent), statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained), which is believed by the Escrow Agent, as applicable, to be genuine and to be signed or presented by the proper person or persons. The Escrow Agent shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Escrow Agreement or any of the terms thereof, unless evidenced by a writing delivered to the Escrow Agent, as applicable, signed by the proper party or parties and, if the duties or rights of the Escrow Agent, as applicable, are affected, unless it shall give its prior written consent thereto. 9.3. The Escrow Agent shall not be responsible for the sufficiency or accuracy of the form of, or the execution, validity, value or genuineness of, any document or property received, held or delivered by it hereunder, or of any signature or endorsement thereon, or for any lack of endorsement thereon, or for any description therein, nor shall the Escrow Agent be responsible or liable to the other parties hereto or to anyone else in any respect on account of the identity, authority or rights of the persons executing or delivering or purporting to execute or deliver any document or property pursuant to the provisions of this Agreement. Except as specifically provided for herein, the Escrow Agent shall have no responsibility with respect to the use or application of any funds or other property paid or delivered by the Escrow Agent pursuant to the provisions hereof. The Escrow Agent shall not be liable to the Company or to anyone else for any loss which may be incurred by reason of any investment of any monies which it holds hereunder provided the Escrow Agent, as applicable, has complied with the provisions of Section 2 hereunder. 9.4. The Escrow Agent shall have the right to assume in the absence of written notice to the contrary from the proper person or persons that a fact or an event by reason of which an action would or might be taken by the Escrow Agent, as applicable, does not exist or has not occurred, without incurring liability to the other parties hereto or to anyone else for any action taken or omitted, or any action suffered by it to be taken or omitted, in good faith and in the exercise of its own best judgment, in reliance upon such assumption. 9.5. To the extent that the Escrow Agent becomes liable for the payment of taxes, including withholding taxes, in respect of income derived from the investment of funds held hereunder or any payment made hereunder, the Escrow Agent, as applicable, may pay such taxes. The Escrow Agent, as applicable, may withhold from any payment of monies held by it hereunder such amount as the Escrow Agent, as applicable, estimates to be sufficient to provide for the payment of such taxes not yet paid, and may use the sum withheld for that purpose. The Escrow Agent shall be indemnified and held harmless against any liability for taxes and for any penalties or interest in respect of taxes, on such investment income or payments in the manner provided in Section 9.6. 9.6. The Escrow Agent will be indemnified and held harmless by the Company from and against any and all expenses, including reasonable counsel fees and disbursements, or loss suffered by the Escrow Agent, as applicable, in connection with any action, suit or other proceeding involving any claim, or in connection with any claim or demand, which in any way, directly or indirectly, arises out of or relates to this Escrow Agreement, the services of the Escrow Agent, as applicable, hereunder, the monies or other property held by it hereunder or any income earned from investment of such monies; provided, that such expenses or loss are not as a result of the Escrow Agent, as applicable, acting, or omitting to take action, in bad faith or with willful misconduct or gross negligence promptly after the receipt by the Escrow Agent, as applicable, of notice of any demand or claim or the commencement of any action, suit or proceeding, the Escrow Agent, as applicable, shall, if a claim in respect thereof is to be made against the Company, notify the Company thereof in writing, but the failure by the Escrow Agent, as applicable, to give such notice shall not relieve the Company from any liability which the Company may have to the Escrow Agent hereunder. For the purposes hereof, the term "expense or loss" shall include all amounts paid or payable to satisfy any claim, demand or liability, or in settlement of any claim, demand, action, suit or proceeding settled with the express written consent of the Escrow Agent, and all costs and expenses, including, but not limited to, reasonable counsel fees and disbursements, paid or incurred in investigating or defending against any such claims, demand, action, suit or proceeding.

  • Company Indemnification The Company agrees to indemnify and hold harmless the Agent, its partners, members, directors, officers, employees and agents and each person, if any, who controls the Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, joint or several, arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, or arising out of any untrue statement or alleged untrue statement of a material fact included in any related Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission 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; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, joint or several, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 11(d) below) any such settlement is effected with the written consent of the Company, which consent shall not unreasonably be delayed or withheld; and (iii) against any and all expense whatsoever, as incurred (including the reasonable and documented out-of-pocket fees and disbursements of counsel), reasonably incurred in investigating, preparing or defending against any litigation, or any 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 or omission, to the extent that any such expense is not paid under (i) or (ii) above, provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made solely in reliance upon and in conformity with written information furnished to the Company by the Agent expressly for use in the Registration Statement (or any amendment thereto), or in any related Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto).

  • Indemnification of the Agents The Company agrees to indemnify and hold harmless each Agent, each Agent’s directors, officers, members, partners, affiliates, agents and employees, and each person, if any, who controls such Agent within the meaning of the Securities Act or the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Agent or such director, officer, partner, affiliate, agent, employee or controlling person may become subject, under the Securities Act, the Exchange Act, other federal or state statutory law or regulation, or the laws or regulations of foreign jurisdictions where Shares have been offered or sold or at common law or otherwise (including in settlement of any litigation, investigation or proceeding by any governmental agency or body, commenced or threatened), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430B under the Securities Act, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) any untrue statement or alleged untrue statement of a material fact contained in any Free Writing Prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission 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, and to reimburse the applicable Agent and each such director, officer, member, partner, affiliate, agent, employee and controlling person for any and all reasonable and documented expenses (including the reasonable and documented fees and disbursements of counsel chosen by the applicable Agent) as such expenses are reasonably incurred by the applicable Agent or such director, officer, member, partner, affiliate, agent, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by such Agent expressly for use in the Registration Statement, any such Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by such Agent to the Company consists of the information set forth in subsection (b) below. The indemnity agreement set forth in this Section 6(a) shall be in addition to any liabilities that the Company may otherwise have.

  • Indemnification of the QIU Without limitation and in addition to its obligation under the other subsections of this Section 5, the Company agrees to indemnify and hold harmless Odeon, in its capacity as the QIU, its directors, officers, agents, partners, members and employees and each Controlling Person from and against any and all loss, liability, claim, damage and expense, as incurred, arising out of or based upon the QIU’s acting as a “qualified independent underwriter” (within the meaning of Rule 5121 of the Rules of FINRA) in connection with the Offering contemplated by this Agreement, and agrees to reimburse each such indemnified person for any legal or other expense reasonably incurred by them in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability or expense results from the gross negligence or willful misconduct of the QIU. Notwithstanding the indemnification set forth in this Section 5.1.5, Odeon will undertake liability under Section 11 of the Exchange Act for acting as a qualified independent underwriter in connection with this Offering in compliance with FINRA Rule 5121(f)(12)(C).

  • Indemnification of Agents Whether or not the transactions contemplated hereby are consummated, the Lenders shall indemnify upon demand each Agent-Related Person (to the extent not reimbursed by or on behalf of any Loan Party and without limiting the obligation of any Loan Party to do so), pro rata, and hold harmless each Agent-Related Person from and against any and all Indemnified Liabilities incurred by it; provided that no Lender shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Liabilities resulting from such Agent-Related Person’s own gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction; provided that no action taken in accordance with the directions of the Required Lenders (or such other number or percentage of the Lenders as shall be required by the Loan Documents) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 9.07. In the case of any investigation, litigation or proceeding giving rise to any Indemnified Liabilities, this Section 9.07 applies whether any such investigation, litigation or proceeding is brought by any Lender or any other Person. Without limitation of the foregoing, each Lender shall reimburse the Administrative Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including Attorney Costs) incurred by the Administrative Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Document, or any document contemplated by or referred to herein, to the extent that the Administrative Agent is not reimbursed for such expenses by or on behalf of the Borrower, provided that such reimbursement by the Lenders shall not affect the Borrower’s continuing reimbursement obligations with respect thereto. The undertaking in this Section 9.07 shall survive termination of the Aggregate Commitments, the payment of all other Obligations and the resignation of the Administrative Agent.

  • Indemnification of the Agent The Company agrees to indemnify and hold harmless the Agent, its officers and employees, and each person, if any, who controls the Agent within the meaning of the Securities Act or the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which the Agent or such officer, employee or controlling person may become subject, under the Securities Act, the Exchange Act, other federal or state statutory law or regulation, or the laws or regulations of foreign jurisdictions where Shares have been offered or sold or at common law or otherwise (including in settlement of any litigation), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430B under the Securities Act, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) any untrue statement or alleged untrue statement of a material fact contained in any Free Writing Prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission 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 and to reimburse the Agent and each such officer, employee and controlling person for any and all expenses (including the fees and disbursements of counsel chosen by the Agent) as such expenses are reasonably incurred by the Agent or such officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by the Agent expressly for use in the Registration Statement, any such Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by the Agent to the Company consists of the information described in subsection (b) below. The indemnity agreement set forth in this Section 6(a) shall be in addition to any liabilities that the Company may otherwise have.

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