Indemnification, Representative. (a) The Seller indemnifies and holds harmless the Purchaser, the Purchaser’s officers and directors and each person, if any, who controls the Purchaser within the meaning of Section 15 of the Securities Act of 1933, as amended (the “1933 Act”) or Section 20 of the Exchange Act of 1934, as amended, (the “Exchange Act”), as follows:
Indemnification, Representative. (a) The Seller will indemnify and hold harmless each of (i) the Purchaser and (ii) each person, if any, who controls the Purchaser within the meaning of Section 15 of the Securities Act of 1933, as amended (the "1933 Act") or the Securities Exchange Act of 1934, as amended (the "1934 Act") ((i) and (ii) together, the "Indemnified Party") against any and all losses, claims, expenses, damages or liabilities, to which the Indemnified Party may become subject, under the 1933 Act or otherwise, and will reimburse each Indemnified Party for any legal or other expenses incurred by the Indemnified Party in connection with investigating or defending any such loss, claim, expenses, damage, liability or action insofar as such losses, claims, expenses, 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 the Prospectus Supplement dated April ___, 2001 (the "Prospectus Supplement"), as amended or supplemented, relating to the public offering of the Class A-2 Certificates, the Class S-2 Certificates and the Mezzanine Certificates, representing interests in the Mortgage Loans, or in any other offering document (the "Private Placement Memorandum") relating to the offering by the Purchaser or an affiliate thereof, of the Class C, Class P and Class R Certificates, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances in which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with (i) information furnished in writing to the Purchaser or any of its affiliates by the Seller specifically for use therein, which shall include, with respect to the Prospectus Supplement, the information set forth under the captions "Summary of Terms--Mortgage Loans," "Risk Factors" (but only to the extent that the information under "Risk Factors" has been furnished by the Seller), "The Mortgage Pool" and "Long Beach Mortgage Company" and, with respect to any Private Placement Memorandum, any information of a comparable nature, (ii) the data files containing information with respect to the Mortgage Loans as transmitted electronically to the Purchaser by the Seller or any of its affiliates (as such trans...
Indemnification, Representative. From and after the Effective Time, TVM V Life Science Ventures GmbH & Co. shall serve as indemnification representative and shall act as agent for and on behalf of the Company Stockholders, or his or her successor (the “Indemnification Representative”) and shall be authorized to act on behalf of the Company Stockholders and to take any and all actions required or permitted to be taken by the Indemnification Representative under this Agreement with respect to any claims (including the settlement thereof) made by a Compensated Person for indemnification pursuant to this Article VIII and with respect to any actions to be taken by the Indemnification Representative pursuant to the terms of the Escrow Agreement, which shall include, without limitation, the exercise of the power to: (i) authorize the delivery of Escrow Shares to a Compensated Person in satisfaction of claims by a Compensated Person; (ii) agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to any claims for indemnification; and (iii) take all actions necessary in the judgment of the Indemnification Representative for the accomplishment of the foregoing. In all matters relating to this Article VIII as described in the preceding sentence, the Indemnification Representative shall be the only party entitled to assert the rights of the Company Stockholders, and the Indemnification Representative shall perform all of the obligations of the Company Stockholders hereunder. Any Compensated Person shall be entitled to rely on all statements, representations and decisions of the Indemnification Representative. The Indemnification Representative is not entitled to amend this Agreement or take any actions relating to this Agreement prior to the Effective Time. Following the Effective Time, the Indemnification Representative may amend this Agreement with the prior written consent of the holders of a majority-in-interest in the Merger Shares. The Indemnification Representative may resign upon not less than twenty (20) Business Days’ prior written notice to Parent and the Company Stockholders. The Company Stockholders by the vote of a majority-in-interest of the Merger Shares held by the Company Stockholders may remove the Indemnification Representative from time to time upon not less than twenty (20) Business Days’ prior written notice to Parent. Any vacancy in the position of the Indemnification Representative may be filled by the approval of the holder...
Indemnification, Representative. (a) Shareholder Representative Services LLC (the “Indemnification Representative”) is hereby authorized to act on behalf of the Company Participating Equityholders in connection with the transactions contemplated by this Agreement and in any litigation or arbitration involving this Agreement, and to make payments to Company Participating Equityholders pursuant to Section 2.6. In connection therewith, the Indemnification Representative is authorized to do or refrain from doing all further acts and things, and to execute all such documents as the Indemnification Representative shall deem necessary or appropriate, and shall have the power and authority to:
Indemnification, Representative. The Indemnification Representative is acting as the agent of the Original Holders. In the event the Indemnification Representative incurs any expenses in exercising his and the Original Holders' rights hereunder, he shall be entitled to receive from time to time (prior to any distribution of Escrow Holdback Shares to the Original Holders) Escrow Holdback Shares from the Escrow Account to pay any expenses incurred by him hereunder or to contribution from each Original Holder based upon such Original Holder's Pro Rata Portion.
Indemnification, Representative. Seller has designated Xxxxxx Xxxxxx as its initial representative with respect to the indemnification matters set forth in this Article 11 (the "INDEMNIFICATION REPRESENTATIVE"), and for all purposes with respect thereto such Indemnification Representative shall serve as the agent and attorney-in-fact of Seller, shall be deemed to be Seller and will be entitled to exercise the rights conferred upon Seller. The Indemnification Representative's actions pursuant to and in accordance with this Section 11.8 shall be binding on Seller. Seller will notify Purchaser of any successor to the initial Indemnification Representative. Any assignee of all or any portion of Seller's rights in and to the Escrow Amount pursuant to Section 12.5 shall be entitled to exercise the rights conferred upon Seller pursuant to and in accordance with this Section 11 with respect to the rights and property subject to such assignment.
Indemnification, Representative. (1) For purposes of this Agreement, the "Indemnification Representative" shall be Xxxxxxxx Xxxxx. The Indemnification Representative shall incur no liability with respect to any action taken or suffered by him in his capacity as Indemnification Representative in reliance upon any note, direction, instruction, consent, statement or other documents believed by him to be genuinely and duly authorized, nor for other action or inaction except his own willful misconduct or negligence. The Indemnification Representative may, in all questions arising under this Agreement, rely on the advice of counsel and for anything done, omitted or suffered in good faith by the Indemnification Representative based on such advice, the Indemnification Representative shall not be liable to anyone. The Indemnification Representative shall be indemnified and saved harmless by the Indemnifying Persons from all losses, costs and expenses which he may incur as a result of involvement in any legal proceedings arising from the performance of his duties hereunder.
Indemnification, Representative. (a) In order to administer efficiently the matters set forth in Article IX of this Agreement and the Escrow Agreement, the person designated in the Escrow Agreement by the Company no later than five (5) days prior to the Closing Date, and approved by Parent (which approval shall not be unreasonably withheld), as the indemnification representative is hereby designated the indemnification representative (the "INDEMNIFICATION REPRESENTATIVE").
Indemnification, Representative. The Company hereby appoints, and by adopting and approving this Agreement and the Merger, the Stockholders shall be deemed to appoint, Xxxxx Xxxxxxx (the "Stockholder Representative"), with full and unqualified power to delegate to one or more Persons the authority granted to him hereunder, to act as each of their agent and attorney-in-fact, with full power of substitution, with authority.
Indemnification, Representative. (a) The Indemnification Representative is hereby constituted and appointed as agent for and on behalf of the Company Shareholders with respect to this Article VI. The Indemnification Representative shall incur no liability to the Indemnifying Shareholders with respect to any action taken or suffered by he, she or it in reliance upon any note, direction, instruction, consent, statement or other documents believed by he, she or it to be genuinely and duly authorized, nor for other action or inaction except his, her or its own willful misconduct or gross negligence. The Indemnification Representative may, in all questions arising under this Agreement, rely on the advice of counsel and the Indemnification Representative shall not be liable to the Indemnifying Shareholders for anything done, omitted or suffered in good faith by the Indemnification Representative based on such advice.
