Common use of Indemnification of Placement Agent Clause in Contracts

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. (b) Client also agrees to indemnify Placement Agent and hold it harmless from and against any and all losses, claims, damages, liabilities, costs and expenses, of every kind, nature and description, fixed or contingent (including, without limitation, counsel’s fees and expenses and the costs of investigation and preparation for and any other costs associated with any action, proceeding, investigation or inquiry in which Placement Agent may be involved in any capacity) incurred by Placement Agent in connection with or as a result of any matter referred to in this Agreement or arising out of any matter 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 there under and 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 as a result of a breach by Placement Agent of the terms of this Agreement, including but not limited to its representations and warranties set forth herein (regarding compliance with securities laws); 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 losses, claims, damages or liabilities arose out of the gross negligence or misconduct of Placement Agent in performing the services which are the subject of this Agreement. For purpose of this paragraph, Placement Agent shall include the officers, directors, employees, agents and controlling persons of Placement Agent. The foregoing indemnification shall be in addition to any rights that Placement Agent may have at common law or otherwise.

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 (aincluding 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 so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Company elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the Company and satisfactory to the indemnified defendants in the suit whose approval shall not be unreasonably withheld. In the event that the Company elects to assume the defense of any suit and retain counsel, the indemnified defendants shall bear the fees and expenses of any additional counsel retained by them. If the Company does not elect to assume the defense of a suit, it will reimburse the indemnified defendants for the reasonable fees and expenses of any counsel retained by the indemnified defendants. The Company agrees to notify the Placement Agent becomes involved in promptly of the commencement of any capacity in litigation or proceedings against it or any action, proceeding investigation of its officers or inquiry Directors in connection with any matter referred to in this Agreement the issuance 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 sale 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 AgreementUnits. (b) Client also agrees to indemnify Placement Agent and hold it harmless from and against any and all losses, claims, damages, liabilities, costs and expenses, of every kind, nature and description, fixed or contingent (including, without limitation, counsel’s fees and expenses and the costs of investigation and preparation for and any other costs associated with any action, proceeding, investigation or inquiry in which Placement Agent may be involved in any capacity) incurred by Placement Agent in connection with or as a result of any matter referred to in this Agreement or arising out of any matter 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 there under and 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 as a result of a breach by Placement Agent of the terms of this Agreement, including but not limited to its representations and warranties set forth herein (regarding compliance with securities laws); 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 losses, claims, damages or liabilities arose out of the gross negligence or misconduct of Placement Agent in performing the services which are the subject of this Agreement. For purpose of this paragraph, Placement Agent shall include the officers, directors, employees, agents and controlling persons of Placement Agent. The foregoing indemnification shall be in addition to any rights that Placement Agent may have at common law or otherwise.

Indemnification of Placement Agent. (a) The Client agrees that it shall indemnify and hold harmless, the Placement Agent, its members, managers, officers, employees, agents, affiliates and controlling persons within the meaning of Section 20 of the Securities Exchange Act of 1934 and Section 15 of the Securities Act of 1933, each as amended (any and all of whom are referred to as an "Indemnified Party"). In the event that Placement Agent an “Indemnified Party” 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 the Indemnified Party as a result of Placement Agentsuch Indemnified Party’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 the Indemnified Party of its representations and warranties set forth in this Agreement (regarding compliance with securities laws), Client agrees to promptly reimburse Placement Agent the applicable Indemnified Party 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 such Indemnified Party in connection therewith); provided, however, that Client shall have no obligation to indemnify Placement Agent an Indemnified Party 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 such Indemnified Party in performing the services which are the subject of this Agreement. (b) Client also agrees to indemnify Placement Agent the Indemnified Party and hold it harmless from and against any and all losses, claims, damages, liabilities, costs and expenses, of every kind, nature and description, fixed or contingent (including, without limitation, counsel’s fees and expenses and the costs of investigation and preparation for and any other costs associated with any action, proceeding, investigation or inquiry in which Placement Agent such Indemnified Party may be involved in any capacity) incurred by Placement Agent such Indemnified Party in connection with or as a result of any matter referred to in this Agreement or arising out of any matter 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 there under and 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 the Indemnified Party as a result of Placement Agentthe Indemnified Party’s activities under or in connection with this Agreement and other than any matter arising as a result of a breach by Placement Agent such Indemnified Party of the terms of this Agreement, including but not limited to its representations and warranties set forth herein (regarding compliance with securities laws); provided, however, that Client shall have no obligation to indemnify Placement Agent an Indemnified Party to the extent that it shall be finally judicially determined by a court of competent jurisdiction that such losses, claims, damages or liabilities arose out of the gross negligence or misconduct of Placement Agent such Indemnified Party in performing the services which are the subject of this Agreement. For purpose of this paragraph, Placement Agent an Indemnified Party shall include the officers, directors, employees, agents and controlling persons of Placement Agentsuch Indemnified Party. The foregoing indemnification shall be in addition to any rights that Placement Agent any Indemnified Party may have at common law or otherwise.

Indemnification of Placement Agent. The Trust 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 (aincluding 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 Shares, based upon the ground that the registration statement, PPM, shareholder reports or other information filed or made public by the Trust (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 Trust 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 Trust by or on behalf of the Placement Agent. In no case (i) is the indemnity of the Trust to be deemed to protect the Placement Agent against any liability to the Trust or its shareholders 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 Trust 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 Trust 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 Trust of any claim shall not relieve the Trust 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 Trust shall be entitled to participate at its own expense in the defense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the Trust and satisfactory to the indemnified defendants in the suit whose approval shall not be unreasonably withheld. In the event that the Trust elects to assume the defense of any suit and retain counsel, the indemnified defendants shall bear the fees and expenses of any additional counsel retained by them. If the Trust does not elect to assume the defense of a suit, it will reimburse the indemnified defendants for the reasonable fees and expenses of any counsel retained by the indemnified defendants. The Trust agrees to notify the Placement Agent becomes involved in promptly of the commencement of any capacity in litigation or proceedings against it or any action, proceeding investigation of its officers or inquiry Trustees in connection with any matter referred to in this Agreement the issuance 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 sale 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 AgreementShares. (b) Client also agrees to indemnify Placement Agent and hold it harmless from and against any and all losses, claims, damages, liabilities, costs and expenses, of every kind, nature and description, fixed or contingent (including, without limitation, counsel’s fees and expenses and the costs of investigation and preparation for and any other costs associated with any action, proceeding, investigation or inquiry in which Placement Agent may be involved in any capacity) incurred by Placement Agent in connection with or as a result of any matter referred to in this Agreement or arising out of any matter 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 there under and 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 as a result of a breach by Placement Agent of the terms of this Agreement, including but not limited to its representations and warranties set forth herein (regarding compliance with securities laws); 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 losses, claims, damages or liabilities arose out of the gross negligence or misconduct of Placement Agent in performing the services which are the subject of this Agreement. For purpose of this paragraph, Placement Agent shall include the officers, directors, employees, agents and controlling persons of Placement Agent. The foregoing indemnification shall be in addition to any rights that Placement Agent may have at common law or otherwise.