Indemnification of Placement Agent. The Company will indemnify and hold harmless each Placement Agent, its partners, members, directors, officers, employees, agents, affiliates and each person, if any, who controls any Placement Agent within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, an “Indemnified Party”), against any and all losses, claims, damages or liabilities, joint or several, to which such Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any time, any Statutory Prospectus as of any time, or the Final Prospectus, or arise out of or are based upon the omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents in reliance upon and in conformity with written information furnished to the Company by the Placement Agent specifically for use therein, it being understood and agreed that the only such information furnished by the Placement Agent consists of the information described as such in subsection (b) below.
Indemnification of Placement Agent. The Company agrees to indemnify and hold harmless the Placement Agent and each person, if any, who controls the Placement Agent within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, and any director, officer, employee or affiliate thereof as follows:
Indemnification of Placement Agent. The Issuer agrees to indemnify and hold harmless the Placement Agent, its affiliates (as defined in Rule 405 under the Securities Act of 1933, as amended) (each, an “Affiliate”)), including any and all Soliciting Dealers, partners, officers and directors, and each person, if any, who controls the Placement Agent within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act (Placement Agent and each such person being an “Indemnified Party”), as follows:
Indemnification of Placement Agent. (a) The Placement Agent shall not have any duty, responsibility or obligation to the Fund or any Shareholder as a consequence of its right to receive any selling commissions or placement agent fees from the Fund in connection with any offering of Shares, except to the extent provided under applicable Federal and State law. The Placement Agent has not assumed, and will not assume, any responsibility with respect to the Fund nor will it be permitted by the Fund to assume any duties, responsibilities or obligations regarding the management, operations or any of the business affairs of the Fund, subsequent to any offering of Shares.
Indemnification of Placement Agent. (a) In the event that Placement Agent becomes involved in any capacity in any action, proceeding investigation or inquiry in connection with any matter referred to in this Agreement or arising out of the matters contemplated by this Agreement (including but not limited to, the Information and Client’s failure to comply with, violation of, or alleged violation of the U.S. securities laws and the rules promulgated thereunder and the securities laws and regulations of any state or other jurisdiction applicable to their conduct), other than any matter relating to any tax payments payable by Placement Agent as a result of Placement Agent’s activities under or in connection with this Agreement, and other than any matter arising solely as a result of a breach by Placement Agent of its representations and warranties set forth in this Agreement (regarding compliance with securities laws), Client agrees to promptly reimburse Placement Agent for its legal and other expenses (including but not limited to the cost of any investigation and preparation as they are incurred by Placement Agent in connection therewith); provided, however, that Client shall have no obligation to indemnify Placement Agent to the extent that it shall be finally judicially determined by a court of competent jurisdiction that such action, proceeding, investigation or inquiry arose out of the gross negligence or misconduct of Placement Agent in performing the services which are the subject of this Agreement.
Indemnification of Placement Agent. The Company agrees to indemnify and hold harmless the Placement Agent and each of its directors and officers and each person, if any, who controls the Placement Agent within the meaning of Section 15 of the Securities Act against any loss, liability, claim, damages or expense (including the reasonable cost of investigating or defending any alleged loss, liability, claim, damages, or expense and reasonable counsel fees and disbursements incurred in connection therewith), arising by reason of any person acquiring any Units, based upon the ground that the registration statement, prospectus, Member reports or other information filed or made public by the Company (as from time to time amended) included an untrue statement of a material fact or omitted to state a material fact required to be stated or necessary in order to make the statements made not misleading. However, the Company does not agree to indemnify the Placement Agent or hold it harmless to the extent that the statement or omission was made in reliance upon, and in conformity with, information furnished to the Company by or on behalf of the Placement Agent. In no case (i) is the indemnity of the Company to be deemed to protect the Placement Agent against any liability to the Company or its Members to which the Placement Agent or such person otherwise would be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement, or (ii) is the Company to be liable to the Placement Agent under the indemnity agreement contained in this paragraph with respect to any claim made against the Placement Agent or any person indemnified unless the Placement Agent or other person shall have notified the Company in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Placement Agent or such other person (or after the Placement Agent or the person shall have received notice of service on any designated agent). However, failure to notify the Company of any claim shall not relieve the Company from any liability which it may have to the Placement Agent or any person against whom such action is brought otherwise than on account of its indemnity agreement contained in this paragraph. The Company shall be entitled to participate at its own expense in the defense or, if it ...
Indemnification of Placement Agent. The Purchaser agrees to indemnify and hold harmless the Placement Agent, its affiliates and their respective representatives from and against all losses, liabilities, claims, damages, costs, fees and expenses whatsoever (including, but not limited to, any and all expenses incurred in investigating, preparing or defending against any litigation commenced or threatened) based upon or arising out of any improper payment or settlement of the Shares or Warrants made in accordance with this Agreement and the information provided herein by the Purchaser.
Indemnification of Placement Agent. The Company and the Bank Subsidiary agree to jointly and severally indemnify and hold harmless: (x) the Placement Agent; (y) each person, if any, who controls (within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act) the Placement Agent (each such person, a "xxxxxxxling person"); and (z) the respective partners, directors, officers, employees and agents of the Placement Agent or any such controlling person as follows:
Indemnification of Placement Agent. The Company agrees to indemnify, defend and hold harmless the Placement Agent from all losses, claims, demands, liabilities and expenses, including reasonable legal and other expenses incurred in defending such claims or liabilities, whether or not resulting in any liability to the Placement Agent, which the Placement Agent may incur in connection with the offer or sale of any Shares, either by the Placement Agent pursuant to this Agreement or any Participating Broker acting on the Placement Agent’s behalf pursuant to the Participating Broker Agreement which arise out of or are based upon (i) any untrue statement of a material fact contained in the Prospectus or the Registration Statement, as filed and in effect with the SEC, or in any amendment or supplement thereto, or in any application prepared or approved in writing by counsel to the Company and filed with any state regulatory agency in order to register or qualify the Shares under the securities laws thereof (the “Blue Sky applications”), or (ii) any omission or alleged omission to state therein a material fact required to be stated in the Prospectus or the Registration Statement or the Blue Sky applications, or necessary to make such statements, and any part thereof, not misleading; provided, further, that any such untrue statement, omission or alleged omission is not based on information included in any such document which was supplied to the Company, or any officer of the Company by the Placement Agent.
Indemnification of Placement Agent. Each of the Company and the Operating Partnership agrees, jointly and severally, to indemnify and hold harmless Merrill Lynch and each person, if any, who controls Merrilx Xxxxx xxxxxn the meaning of Section 15 of the Securities Act xx Section 20 of the Exchange Act, and any director, officer, employee or affiliate thereof, as follows:
