INDEMNIFICATION PROVISION. Eco Sciences Solutions, Inc. (“ESSI”) agrees to indemnify and hold harmless Eventure Interactive, Inc. (“SDOI”) and its affiliated entities, partners, employees, consultants, legal counsel, agents, members, managers, representatives, and agents (collectively the “Indemnified Parties”) from and against any and all losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses and disbursements (and any and all actions, suits, proceedings and investigations in respect thereof and any and all reasonable legal and other costs, expenses and disbursements in giving testimony or furnishing documents in response to a subpoena or otherwise), including, without limitation, the reasonable costs, expenses and disbursements, as and when incurred, of investigating, preparing or defending any such action, suit, proceeding or investigation (whether or not in connection with litigation in which any of the Indemnified Parties is a party), directly or indirectly, caused by, relating to, based upon, arising out of, or in connection with, the Indemnified Parties’ performance or nonperformance of its obligations under the letter agreement between ESSI and SDOI to which these provisions are attached and form a part (the “Agreement”); provided, however, that ESSI shall not be obligated to indemnify, defend or hold harmless Indemnified Parties for losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses and disbursements suffered by or paid by Indemnified Parties as a result of acts or omissions of Indemnified Parties which have been made or not made in bad faith or which constitute willful misconduct. These indemnification provisions shall be in addition to any liability, which ESSI may otherwise have to Indemnified Parties. In order to provide for just and equitable contribution, if a claim for indemnification pursuant to these indemnification provisions is made but it is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) that such indemnification may not be enforced in such case, even though the express provisions hereof provide for indemnification in such case, then ESSI, on the one hand, and the applicable Indemnified Parties, on the other hand, shall contribute to the losses involved in such proportion as is appropriate to reflect (i) the relative benefits received by ESSI, on the one hand, and the applicable Indemnified Parties, on the other hand, (ii) the relative fault of ESSI, on the one hand, and the applicable Indemnified Parties, on the other hand, in connection with the statements, acts or omissions which resulted in such losses, and (iii) relevant equitable considerations. Neither termination nor completion of the engagement of SDOI under this Agreement, shall affect these indemnification provisions which shall then remain operative and in full force and effect. The foregoing provisions are in addition to any rights the parties may have at common law or otherwise and shall be binding on and inure to the benefit of any successor, assigns, and personal representatives of the indemnifying party and each indemnified party. The provisions of this Exhibit shall remain in full force and effect notwithstanding (i) any investigation made by or on behalf of SDOI or (ii) the completion or termination of the engagement.
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INDEMNIFICATION PROVISION. Eco Sciences SolutionsEventure Interactive, Inc. (the “ESSICLIENT”) and M1 Capital Advisors, LLC (“M1”), agrees to indemnify and hold harmless Eventure Interactive, Inc. (“SDOI”) each other and its affiliated entities, partners, employees, consultants, legal counsel, agents, members, managers, representatives, and agents (collectively the “Indemnified Parties”) from and against any and all losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses and disbursements (and any and all actions, suits, proceedings and investigations in respect thereof and any and all reasonable legal and other costs, expenses and disbursements in giving testimony or furnishing documents in response to a subpoena or otherwise), including, without limitation, the reasonable costs, expenses and disbursements, as and when incurred, of investigating, preparing or defending any such action, suit, proceeding or investigation (whether or not in connection with litigation in which any of the Indemnified Parties is a party), directly or indirectly, caused by, relating to, based upon, arising out of, or in connection with, the Indemnified Parties’ performance or nonperformance of its obligations under the letter agreement between ESSI Client and SDOI M1 to which these provisions are attached and form a part (the “Agreement”); provided, however, that ESSI the Indemnified Parties shall not be obligated to indemnify, defend or hold harmless Indemnified Parties each other for losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses and disbursements suffered by or paid by Indemnified Parties as a result of acts or omissions of Indemnified Parties which have been made or not made in bad faith or which constitute willful misconduct. These indemnification provisions shall be in addition to any liability, which ESSI may otherwise have to Indemnified Parties. In order to provide for just and equitable contribution, if a claim for indemnification pursuant to these indemnification provisions is made but it is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) that such indemnification may not be enforced in such case, even though the express provisions hereof provide for indemnification in such case, then ESSI, on the one hand, and the applicable Indemnified Parties, on the other hand, shall contribute to the losses involved in such proportion as is appropriate to reflect (i) the relative benefits received by ESSI, on the one hand, and the applicable Indemnified Parties, on the other hand, (ii) the relative fault of ESSI, on the one hand, and the applicable Indemnified Parties, on the other hand, in connection with the statements, acts or omissions which resulted in such losses, and (iii) relevant equitable considerations. Neither termination nor completion of the engagement of SDOI under this Agreement, shall affect these indemnification provisions which shall then remain operative and in full force and effect. The foregoing provisions are in addition to any rights the parties may have at common law or otherwise and shall be binding on and inure to the benefit of any successor, assigns, and personal representatives of the indemnifying party and each indemnified party. The provisions of this Exhibit shall remain in full force and effect notwithstanding (i) any investigation made by or on behalf of SDOI or (ii) the completion or termination of the engagement.
Appears in 1 contract
Samples: Eventure Interactive, Inc.
INDEMNIFICATION PROVISION. Eco Sciences SolutionsThis Appendix A is a part of and is incorporated into that certain letter agreement (together, the “Letter Agreement”) dated February 27, 2018 by and between ProLung, Inc. (the “ESSICompany”) agrees to ), and Weild & Co., Inc. and its subsidiary broker/dealer Weild Capital, LLC (collectively, the “Advisor”). The Company will indemnify and hold harmless Eventure Interactivethe Advisor and their respective directors, Inc. officers, agents and employees of the Advisor (“SDOI”) and its affiliated entitieseach such entity or person, partners, employees, consultants, legal counsel, agents, members, managers, representatives, and agents (collectively the an “Indemnified PartiesPerson”) from and against any and all losses, claims, damages, obligations, penalties, judgments, awardsassessments, liabilities, costs, expenses and disbursements (and any and all actions, suits, proceedings and investigations in respect thereof and any and all reasonable legal costs and other costs, expenses and disbursements in giving testimony or furnishing documents in response to a subpoena or otherwiseliabilities (collectively “Liabilities”), including, without limitation, and will reimburse each Indemnified Person for all fees and expenses (including the reasonable costsfees and expenses of counsel) (collectively, expenses and disbursements, “Expenses”) as and when incurred, of they are incurred in investigating, preparing preparing, pursuing or defending any such claim, action, suit, proceeding or investigation (whether or not investigation, in connection with pending or threatened litigation in which any of the Indemnified Parties is a partyor arbitration (collectively, “Actions”), directly or indirectly, caused by, relating to, based upon, arising out of, of or in connection withwith advice or services rendered or to be rendered by any Indemnified Person pursuant to the Letter Agreement, the transactions contemplated hereby or any Indemnified Parties’ performance Person’s actions or nonperformance of its obligations under inactions in connection with any such advice, services or transactions; provided that the letter agreement between ESSI and SDOI to which these provisions are attached and form a part (the “Agreement”); provided, however, that ESSI shall Company will not be obligated to indemnify, defend responsible for any Liabilities or hold harmless Expenses of any Indemnified Parties for losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses and disbursements suffered Person that are determined by or paid by Indemnified Parties as a result judgment of acts or omissions of Indemnified Parties which have been made or not made in bad faith or which constitute willful misconduct. These indemnification provisions shall be in addition to any liability, which ESSI may otherwise have to Indemnified Parties. In order to provide for just and equitable contribution, if a claim for indemnification pursuant to these indemnification provisions is made but it is found in a final judgment by a court of competent jurisdiction (not which is no longer subject to appeal or further appealreview to have resulted from such Indemnified Person’s fraud, gross negligence or willful misconduct in connection with any of the advice, actions, inactions or services referred to above. The Company also agrees to reimburse each Indemnified Person for all Expenses as they are incurred in connection with enforcing such Indemnified Person’s rights under this Appendix A. Upon receipt by an Indemnified Person of actual notice of an Action against such Indemnified Person with respect to which indemnity may be sought under this Agreement, such Indemnified Person shall promptly notify the Company in writing; provided that failure to so notify the Company shall not relieve the Company from any liability which the Company may have on account of this indemnity or otherwise, except to the extent the Company shall have been materially prejudiced by such failure. An Indemnified Person will provide the Company with all information, cooperation and approvals that the Company reasonably requires and an Indemnified Person can reasonably provide in connection with such Action. The Company shall, if requested by the Advisor, assume the defense of any such Action including the employment of counsel reasonably satisfactory to the Advisor. Any Indemnified Person shall have the right to employ separate counsel in any such action and participate in the defense thereof but the fees and expenses of such counsel shall be at the expense of such Indemnified Person, unless: (i) the Company has failed to assume the defense and employ counsel or (ii) the named parties to any such Action (including any impleaded parties) include such Indemnified Person and the Company, and such Indemnified Person shall have been advised by counsel that there may be one or more legal defenses available to it that are in conflict with those available to the Company; provided that the Company shall not in such indemnification may event be responsible hereunder for the fees and expenses of more than one firm of separate counsel in connection with any Action in the same jurisdiction, in addition to any local counsel. The Company shall not be enforced liable for any settlement of any Action effected without its written consent, which consent shall not be unreasonably withheld. In addition, the Company will not, without prior written consent of the Advisor, which consent shall not be unreasonably withheld, settle, compromise or consent to the entry of any judgment in or otherwise seek to terminate any pending or threatened Action in respect of which indemnification or contribution may be sought hereunder (whether or not any Indemnified Person is a party thereto) unless such casesettlement, even though compromise, consent or termination includes an unconditional release of each Indemnified Person from all Liabilities arising out of such Action. ProLung, Inc. February 22, 2018 Page | 8 In the express provisions hereof provide for indemnification event the foregoing indemnity is unavailable to an Indemnified Person other than in such caseaccordance with this Agreement, then ESSI, on the one hand, and the applicable Indemnified Parties, on the other hand, Company shall contribute to the losses involved Liabilities and Expenses paid or payable by such Indemnified Person in such proportion as is appropriate to reflect (i) the relative benefits received to the Company and its stockholders or owners, on the one hand, and to the Advisor, on the other hand, of the matters contemplated by ESSIthis Agreement or (ii) if the allocation provided by the immediately preceding clause is not permitted by the applicable law, not only such relative benefits but also the relative fault of the Company, on the one hand, and the applicable Indemnified Parties, on the other hand, (ii) the relative fault of ESSI, on the one hand, and the applicable Indemnified PartiesAdvisor, on the other hand, in connection with the statementsmatters as to which such Liabilities or Expenses relate, acts or omissions which resulted in such losses, and (iii) as well as any other relevant equitable considerations. Neither termination nor completion ; provided that in no event shall the Company contribute less than the amount necessary to ensure that all Indemnified Persons, in the aggregate, are not liable for any Liabilities and Expenses in excess of the engagement amount of SDOI fees actually received by the Advisor pursuant to this Agreement. For purposes of this paragraph, the relative benefits to the Company and its stockholders or owners, on the one hand, and to the Advisor, on the other hand, of the matters contemplated by this Agreement shall be deemed to be in the same proportion as (a) the total value paid or contemplated to be paid or received or contemplated to be received by the Company or the Company’s stockholders or owners, as the case may be, in the transaction or transactions that are within the scope of this Agreement, whether or not any such transaction is consummated, bears to (b) the fees paid or to be paid to the Advisor under this Agreement, shall affect these indemnification provisions which shall then remain operative and in full force and effect. The foregoing provisions are in addition reimbursement, indemnity and contribution obligations of the Company set forth herein shall apply to any rights the parties may have at common law or otherwise and shall be binding on and inure to the benefit of any successor, assigns, and personal representatives of the indemnifying party and each indemnified party. The provisions modification of this Exhibit Agreement and shall remain in full force and effect notwithstanding (i) regardless of any investigation made by termination of, or on behalf of SDOI or (ii) the completion of any Indemnified Person’s services under or termination of the engagementin connection with, this Agreement.
Appears in 1 contract
Samples: Letter Agreement (Prolung Inc)
INDEMNIFICATION PROVISION. Eco Sciences SolutionsAccelera Innovations, Inc. (the “ESSICLIENT”) agrees to indemnify and hold harmless Eventure InteractiveSeparation Degrees - One, Inc. (“SDOI”) and its affiliated entities, partners, employees, consultants, legal counsel, agents, members, managers, representatives, and agents (collectively the “Indemnified Parties”) from and against any and all losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses and disbursements (and any and all actions, suits, proceedings and investigations in respect thereof and any and all reasonable legal and other costs, expenses and disbursements in giving testimony or furnishing documents in response to a subpoena or otherwise), including, without limitation, the reasonable costs, expenses and disbursements, as and when incurred, of investigating, preparing or defending any such action, suit, proceeding or investigation (whether or not in connection with litigation in which any of the Indemnified Parties is a party), directly or indirectly, caused by, relating to, based upon, arising out of, or in connection with, the Indemnified Parties’ performance or nonperformance of its obligations under the letter agreement between ESSI Client and SDOI to which these provisions are attached and form a part (the “Agreement”); provided, however, that ESSI Client shall not be obligated to indemnify, defend or hold harmless Indemnified Parties for losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses and disbursements suffered by or paid by Indemnified Parties as a result of acts or omissions of Indemnified Parties which have been made or not made in bad faith or which constitute willful misconduct. These indemnification provisions shall be in addition to any liability, which ESSI Client may otherwise have to Indemnified Parties. In order to provide for just and equitable contribution, if a claim for indemnification pursuant to these indemnification provisions is made but it is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) that such indemnification may not be enforced in such case, even though the express provisions hereof provide for indemnification in such case, then ESSIClient, on the one hand, and the applicable Indemnified Parties, on the other hand, shall contribute to the losses involved in such proportion as is appropriate to reflect (i) the relative benefits received by ESSIClient, on the one hand, and the applicable Indemnified Parties, on the other hand, (ii) the relative fault of ESSIClient, on the one hand, and the applicable Indemnified Parties, on the other hand, in connection with the statements, acts or omissions which resulted in such losses, and (iii) relevant equitable considerations. Neither termination nor completion of the engagement of SDOI under this Agreement, shall affect these indemnification provisions which shall then remain operative and in full force and effect. The foregoing provisions are in addition to any rights the parties may have at common law or otherwise and shall be binding on and inure to the benefit of any successor, assigns, and personal representatives of the indemnifying party and each indemnified party. The provisions of this Exhibit shall remain in full force and effect notwithstanding (i) any investigation made by or on behalf of SDOI or (ii) the completion or termination of the engagement.. Separation Degrees - One, Inc. 70 Xxxxx Xxxxxx, 5th Floor ● San Francisco, CA ● 94108 CONFIDENTIAL * Marketing Services Agreement
Appears in 1 contract
Samples: Accelera Innovations, Inc.
INDEMNIFICATION PROVISION. Eco Sciences Solutions, Inc. (“ESSI”) agrees to indemnify and hold harmless Eventure Interactive, Inc. (“SDOI”) and its affiliated entities, partners, employees, consultants, legal counsel, agents, members, managers, representatives, and agents (collectively the “Indemnified Parties”) from and against any and all losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses and disbursements (and any and all actions, suits, proceedings and investigations in respect thereof and any and all reasonable legal and other costs, expenses and disbursements in giving testimony or furnishing documents in response to a subpoena or otherwise), including, without limitation, the reasonable costs, expenses and disbursements, as and when incurred, of investigating, preparing or defending any such action, suit, proceeding or investigation (whether or not in connection with litigation in which any of the Indemnified Parties is a party), directly or indirectly, caused by, relating to, based upon, arising out of, or in connection with, the Indemnified Parties’ performance or nonperformance of its obligations under the letter agreement between ESSI and SDOI to which these provisions are attached and form a part (the “Agreement”); provided, however, that ESSI shall not be obligated to indemnify, defend or hold harmless Indemnified Parties for losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses and disbursements suffered by or paid by Indemnified Parties as a result of acts or omissions of Indemnified Parties which have been made or not made in bad faith or which constitute willful misconduct. These indemnification provisions shall be in addition to any liability, which ESSI may otherwise have to Indemnified Parties. In order to provide for just and equitable contribution, if a claim for indemnification pursuant to these indemnification provisions is made but it is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) that such indemnification may not be enforced in such case, even though the express provisions hereof provide for indemnification in such case, then ESSI, on the one hand, and the applicable Indemnified Parties, on the other hand, shall contribute to the losses involved in such proportion as is appropriate to reflect (i) the relative benefits received by ESSI, on the one hand, and the applicable Indemnified Parties, on the other hand, (ii) the relative fault of ESSI, on the one hand, and the applicable Indemnified Parties, on the other hand, in connection with the statements, acts or omissions which resulted in such losses, and (iii) relevant equitable considerations. Neither termination nor completion of the engagement of SDOI under this Agreement, shall affect these indemnification provisions which shall then remain operative and in full force and effect. The foregoing provisions are in addition to any rights the parties may have at common law or otherwise and shall be binding on and inure to the benefit of any successor, assigns, and personal representatives of the indemnifying party and each indemnified party. The provisions of this Exhibit shall remain in full force and effect notwithstanding (i) any investigation made by or on behalf of SDOI or (ii) the completion or termination of the engagement.. Separation Degrees – One, Inc. 00 Xxxxx Xxxxxx, 5th Floor * San Francisco, CA * 94108 CONFIDENTIAL * Technology Licensing and Marketing Agreement ADDENDUM 1 TO AGREEMENT This document is in reference to a contract agreement dated January 1, 2016, between Separation Degrees – One, Inc. (“SDOI”) and Eco Sciences Solutions, Inc. (“ESSI”). May it be known that the undersigned parties, for good consideration, do hereby agree to make the following changes and / or additions that are outlined below. These additions shall be made valid as if they are included in the original stated contract. Stated Contract for: The issuance and DWAC of $35,000 worth of S-8 shares in ESSI Common Stock (issued at a 30% discount to the market VWAP on the date of payment due (the 1st of every month), or a share price of $0.01 whichever is greater), to SDOI for ongoing project planned technical development/maintenance, production and staging server administration, ongoing marketing services and monthly advertising management. DWAC distribution is to occur on or before the 1st business day of each calendar month for services provided by SDOI. The issuance of 500,000 shares in Common Stock, with Piggy Back Registration Rights for the acquisition of SDOI’s discrete communications software platform, including custom developed libraries name “Communications Platform Asset Purchase Agreement, Dated January 4, 2016. DWAC distribution is to occur on or before the March 1, 2016. Both parties agree that SDOI has the right to request that the shares owed to them be delivered in increments less than the total amount of 500,000. No other terms or conditions of the above mentioned contract shall be negated or changed as a result of this here stated addendum. Separation Degrees – One, Inc. 00 Xxxxx Xxxxxx, 5th Floor * San Francisco, CA * 94108 CONFIDENTIAL * Technology Licensing and Marketing Agreement Agreed to and accepted: Sincerely, SEPARATION DEGREES – ONE, INC. By: /s/Xxxxxx Xxxxxxxx Xxxxxx Xxxxxxxx CEO Agreed to and accepted: ECO SCIENCES SOLUTIONS, INC. By: /s/Xxxxxxx Xxxxxx Xxxxxxx Xxxxxx CEO Separation Degrees – One, Inc. 00 Xxxxx Xxxxxx, 5th Floor * San Francisco, CA * 94108 CONFIDENTIAL * Technology Licensing and Marketing Agreement
Appears in 1 contract
