Indemnification. Each party shall indemnify the other against any loss, cost or damages (including reasonable attorney’s fees and expenses) incurred as a result of such party’s breach of any representation, warranty, covenant or agreement in this Agreement.
Appears in 768 contracts
Samples: Subscription Agreement (Bellevue Life Sciences Acquisition Corp.), Securities Subscription Agreement (Flag Fish Acquisition Corp), Securities Subscription Agreement (Artius II Acquisition Inc.)
Indemnification. Each Except as set forth in Section 8, each party shall indemnify the other party against any loss, cost or damages (including reasonable attorney’s fees and expenses) incurred as a result of such party’s breach of any representation, warranty, covenant or agreement set forth in this Agreement.
Appears in 140 contracts
Samples: Unit Subscription Agreement (ASPAC III Acquisition Corp.), Private Placement Unit Subscription Agreement (Flag Fish Acquisition Corp), Unit Subscription Agreement (ASPAC III Acquisition Corp.)
Indemnification. Each party shall indemnify the other against any loss, cost or damages (including reasonable attorney’s attorneys’ fees and expenses) incurred as a result of such party’s breach of any representation, warranty, covenant or agreement in this Agreement.
Appears in 101 contracts
Samples: Subscription Agreement for Founder Shares (Range Capital Acquisition Corp.), Subscription Agreement for Common Stock (Beneficient), Subscription Agreement (Plum Acquisition Corp, IV)
Indemnification. Each party shall indemnify the other party against any loss, cost or damages (including reasonable attorney’s fees and expenses) incurred as a result of such party’s breach of any representation, warranty, covenant or agreement set forth in this Agreement.
Appears in 42 contracts
Samples: Unit Subscription Agreement (Bison Capital Acquisition Corp.), Unit Subscription Agreement (Bison Capital Acquisition Corp.), Unit Subscription Agreement (Bison Capital Acquisition Corp)
Indemnification. Each party shall defend, indemnify and hold harmless the other against party from any lossand all liabilities, cost or damages losses, damages, costs and expenses (including reasonable attorney’s fees and expensesattorneys' fees) incurred as which the other party suffers by reason of any claims, demands, actions or suits brought by a result of such third party arising from the other party’s 's (a) failure to comply with this Agreement or (b) breach of any representation, warranty, covenant a representation or agreement warranty contained in this Agreement.
Appears in 29 contracts
Samples: Portfolio Support and License Agreement (Guggenheim Defined Portfolios, Series 1949), Portfolio Support and License Agreement (Guggenheim Defined Portfolios, Series 1883), Portfolio Support and License Agreement (Guggenheim Defined Portfolios, Series 1750)
Indemnification. Each party shall indemnify the other against any loss, cost or damages (including reasonable attorney’s 's fees and expenses) incurred as a result of such party’s 's breach of any representation, warranty, covenant or agreement in this Agreement.
Appears in 26 contracts
Samples: Securities Subscription Agreement (OTR Acquisition Corp.), Subscription Agreement (GEE Group Inc.), Subscription Agreement (Yosen Group, Inc.)
Indemnification. Each party shall indemnify the other against any loss, cost or damages (including reasonable attorney’s and documented attorneys’ fees and expenses) incurred as a result of such party’s breach of any representation, warranty, covenant or agreement in this Agreement.
Appears in 19 contracts
Samples: Subscription Agreement (Navigation Capital Acquisition VI Corp.), Subscription Agreement (Navigation Capital Acquisition VII Corp.), Subscription Agreement (Navigation Capital Acquisition IX Corp.)
Indemnification. Each party shall indemnify the other against any loss, cost or damages (including reasonable attorney’s 's fees and expenses) incurred as a result of such party’s parties' breach of any representation, warranty, covenant or agreement in this Agreement.
Appears in 10 contracts
Samples: Subscription Agreement (Centura Software Corp), Convertible Securities Subscription Agreement (Ross Systems Inc/Ca), Subscription Agreement (Centura Software Corp)
Indemnification. Each party shall indemnify the other others against any loss, cost or damages (including reasonable attorney’s fees and expenses) incurred as a result of such party’s breach of any representation, warranty, covenant or agreement in this Agreement.
Appears in 8 contracts
Samples: Forward Purchase Agreement (Rice Acquisition Corp.), Forward Purchase Agreement (Tortoise Acquisition Corp. II), Forward Purchase Agreement (RedBall Acquisition Corp.)
Indemnification. Each party shall indemnify the other against any loss, cost or damages (including reasonable attorney’s fees and expenses's fees) incurred as a result of such party’s parties' breach of any representation, warranty, covenant or agreement in this Agreement.
Appears in 7 contracts
Samples: Convertible Securities Exchange Agreement (Zycad Corp), Convertible Securities Exchange Agreement (Zycad Corp), Convertible Securities Exchange Agreement (Zycad Corp)
Indemnification. Each party ("Indemnifying Party") shall indemnify the other party against any loss, liabilities, expenses, cost or damages (including reasonable attorney’s fees and expenses's fees) incurred as a result of such party’s the Indemnifying Party's breach of any representation, warranty, covenant or agreement in this Agreement.
Appears in 6 contracts
Samples: Common Stock Purchase Agreement (Gatefield Corp), Common Stock Purchase Agreement (Gatefield Corp), Series C Preferred Stock Purchase Agreement (Gatefield Corp)
Indemnification. Each party shall indemnify the other against any reasonable loss, cost or damages (including reasonable attorney’s fees and expenses) incurred as a result of such party’s breach of any representation, warranty, covenant or agreement in this Agreement, as determined by a final non-appealable judgment of a court of competent jurisdiction.
Appears in 4 contracts
Samples: Forward Purchase Agreement (MELI Kaszek Pioneer Corp), Forward Purchase Agreement (MELI Kaszek Pioneer Corp), Forward Purchase Contract (Isos Acquisition Corp.)
Indemnification. Each party shall indemnify the other parties against any loss, cost or damages (including reasonable attorney’s fees and expenses) incurred as a result of such party’s breach of any representation, warranty, covenant or agreement in this Agreement.
Appears in 4 contracts
Samples: Investment Agreement (First Light Acquisition Group, Inc.), Investment Agreement (First Light Acquisition Group, Inc.), Investment Agreement (Home Plate Acquisition Corp)
Indemnification. Each party shall indemnify the other against any loss, cost or damages (including reasonable and documented out-of-pocket attorney’s fees and expenses) incurred as a result of such party’s breach of any representation, warranty, covenant or agreement in this Agreement.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Trine II Acquisition Corp.), Securities Purchase Agreement (Trine II Acquisition Corp.), Securities Purchase Agreement (Trine II Acquisition Corp.)
Indemnification. Each party shall indemnify the other against any losslosses, cost costs or damages (including reasonable attorney’s fees and expenses) incurred as a result of such party’s breach of any representation, warranty, covenant or agreement in this Agreement.
Appears in 4 contracts
Samples: Securities Subscription Agreement (Social Capital Suvretta Holdings Corp. IV), Securities Subscription Agreement (Social Capital Suvretta Holdings Corp. II), Securities Subscription Agreement (Social Capital Suvretta Holdings Corp. III)
Indemnification. Each party shall indemnify the other against any loss, cost or damages (including reasonable attorney’s fees and expenses's fees) incurred as a result of such party’s parties' breach of any representation, warranty, covenant or agreement in this Agreement. 11.
Appears in 4 contracts
Samples: Convertible Securities Subscription Agreement (Zycad Corp), Convertible Securities Subscription Agreement (Zycad Corp), Convertible Securities Subscription Agreement (Zycad Corp)
Indemnification. Each party shall indemnify the other against from any loss, cost or damages claims by third parties and expenses (including reasonable attorney’s legal fees and expensescourt costs) incurred as a result of respecting damage to tangible property, personal injury or death caused by such party’s breach of any representation, warranty, covenant negligence or agreement in this Agreementwillful misconduct.
Appears in 4 contracts
Samples: Service Agreement, General Terms and Conditions for Delivery of Service, Master Services Agreement
Indemnification. Each party Party shall indemnify the other against Party and its Representatives for losses and damages arising out of any loss, cost or damages (including reasonable attorney’s fees and expenses) incurred as a result of such party’s breach of any representation, warranty, covenant or agreement its obligations under this Agreement in this accordance with Article V of the Separation Agreement.
Appears in 3 contracts
Samples: Transition Services Agreement (Ceva Inc), Transition Services Agreement (DSP Group Inc /De/), Transition Services Agreement (Parthusceva Inc)
Indemnification. Each party shall indemnify the other others against any reasonable loss, cost or damages (including reasonable attorney’s fees and expenses) incurred as a result of such party’s breach of any representation, warranty, covenant or agreement in this Agreement.
Appears in 3 contracts
Samples: Forward Purchase Contract (Meten EdtechX Education Group Ltd.), Forward Purchase Contract (Meten EdtechX Education Group Ltd.), Forward Purchase Contract (EdtechX Holdings Acquisition Corp.)
Indemnification. Each party shall In addition to any indemnities set forth in this Agreement, each Party will indemnify and defend the other party from and against any lossand all claims, cost losses, damages, expenses or damages (other liabilities, including reasonable attorney’s fees and expenses) 's fees, incurred as a result of any breach by such party’s breach Party of any representation, warranty, covenant covenant, Agreement or agreement in this Agreementother obligation expressly contained herein by such Party, its employees, agents, Subcontractors or other representatives.
Appears in 3 contracts
Samples: Program Agreement, State Mental Health Agreement, State Mental Health Agreement
Indemnification. 8.01 Each party shall indemnify the other against any loss, cost or damages (including reasonable attorney’s fees and expenses) incurred as a result of such party’s breach of any representation, warranty, covenant or agreement in this Agreement.
Appears in 3 contracts
Samples: Securities Subscription Agreement (Yellowstone Acquisition Co), Securities Subscription Agreement (Yellowstone Acquisition Co), Securities Subscription Agreement (Yellowstone Acquisition Co)
Indemnification. Each party shall indemnify the other against any loss, cost costs or damages (including reasonable attorney’s fees and expenses) incurred as a result of such party’s breach of any representation, warranty, covenant or agreement in this Agreement.
Appears in 2 contracts
Samples: Securities Subscription Agreement (Capitalworks Emerging Markets Acquisition Corp), Securities Subscription Agreement (Coliseum Acquisition Corp.)
Indemnification. Each party shall indemnify the other against any loss, cost or damages (including reasonable attorney’s fees and expenses) incurred as a result of such party’s breach of any representation, warrantywarrant, covenant or agreement in this Agreement.
Appears in 2 contracts
Samples: Sponsor Warrant Purchase Agreement (Sidhu Special Purpose Capital Corp.), Sponsor Unit Purchase Agreement (Sidhu Special Purpose Capital Corp.)
Indemnification. Each party hereto shall indemnify the other against any loss, cost or damages (including reasonable attorney’s attorneys’ fees and expenses) incurred as a result of such party’s breach of any representation, warranty, covenant or agreement in this Agreement.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Arena Fortify Acquisition Corp.), Securities Purchase Agreement (Arena Fortify Acquisition Corp.)
Indemnification. Each party shall indemnify the other party and such party’s agents against any loss, cost or damages (including reasonable attorney’s 's fees and expenses) incurred as a result of such party’s 's breach of any representation, warranty, covenant or agreement in this Agreement.
Appears in 2 contracts
Samples: Subscription Agreement (General Steel Holdings Inc), Subscription Agreement (General Steel Holdings Inc)
Indemnification. Each party shall indemnify the other against any reasonable loss, cost or damages (including reasonable attorney’s fees and expenses) incurred as a result of such party’s breach of any representation, warranty, covenant or agreement in this Agreement.
Appears in 2 contracts
Samples: Forward Purchase Contract (Pivotal Acquisition Corp), Forward Purchase Contract (Pivotal Acquisition Corp)
Indemnification. Each party shall indemnify the other against any loss, cost cost, expenses, liabilities or damages (including reasonable attorney’s 's fees and expenses) incurred as a result of such party’s parties' breach of any representation, warranty, covenant or agreement in this Agreement.
Appears in 1 contract
Samples: Subscription Agreement (Palomar Medical Technologies Inc)
Indemnification. Each party shall indemnify the other against any --------------- loss, cost or damages (including reasonable attorney’s 's fees and expenses) incurred as a result of such party’s parties' breach of any representation, warranty, covenant or agreement in this Agreement.
Appears in 1 contract
Samples: Convertible Securities Subscription Agreement (GRC International Inc)
Indemnification. Each party shall protect and indemnify the other party against any lossdirect damages, cost claims, suits, actions, judgments, costs, and expenses directly arising out of or damages (including reasonable attorney’s fees and expenses) incurred as a result of such party’s in any way connected with any act/ omission arising in relation to this Agreement or in the case said party fails to fulfill its obligations enumerated in this Agreement or breach of any representation, warranty, covenant or agreement representation and warranty provided in this Agreementthe agreement.
Appears in 1 contract
Samples: Memorandum of Understanding
Indemnification. Each party shall indemnify the other against any reasonable loss, cost or damages (including reasonable attorney’s fees and expenses) incurred as a result of such party’s breach of any representation, warranty, covenant or agreement in this Agreement, as determined by a final non-appealable judgment of a court of competent jurisdiction, except with respect to any default in the Subscriber’s obligation to purchase Units under this Agreement, for which the sole remedy shall be under Section 6(m) hereof.
Appears in 1 contract
Indemnification. Each party Party shall indemnify the each other Party from and against any loss, cost Losses incurred or damages sustained by such indemnified Party (including reasonable attorney’s fees and expensesor any Affiliate or Representative of such Party) incurred as a result of (i) the breach by such party’s Party or any of its Affiliates of any covenant, agreement or obligation contained in this Agreement, or (ii) the inaccuracy or breach of any representation, warranty, covenant representation or agreement warranty of such Party contained in this Agreement.
Appears in 1 contract
Samples: Shareholders Agreement
Indemnification. Each party hereto shall indemnify and hold harmless the other others against any lossand all losses, cost or liabilities, costs, damages and expenses (including reasonable attorney’s fees and expensesattorneys’ fees) incurred as a result of resulting from any breach by such party’s breach party of any representation, warranty, covenant representation or agreement in this Agreementhereunder.
Appears in 1 contract
Indemnification. Each party shall of the parties hereto agree to indemnify the other against party for any losslosses, cost claims or damages (including reasonable attorney’s fees and expenses) liabilities incurred by such party as a result of such party’s , or arising of out of, a breach of any representation, warranty, covenant or agreement its representations and warranties contained in this Agreement.
Appears in 1 contract
Indemnification. Each party shall indemnify the other party against any loss, cost or damages (including reasonable attorney’s 's fees and expensesbut excluding consequential damages) incurred as a result of such party’s 's breach of any representation, warranty, covenant or agreement in this Agreement, or incurred as a result of the enforcement of this indemnity.
Appears in 1 contract
Indemnification. Each party shall indemnify the other against any loss, cost or damages (including reasonable attorney’s 's fees and expenses) incurred as a result of such party’s 's breach of any representation, warranty, covenant or agreement in this Agreement.in
Appears in 1 contract
Samples: Share Purchase Agreement (General Steel Holdings Inc)
Indemnification. Each party shall indemnify the other against any loss, cost or damages (including reasonable attorney’s 's fees and expenses) incurred as a result of such party’s 's breach of any representation, warrantywarranty , covenant or agreement in this Agreement.
Appears in 1 contract
Samples: Securities Subscription Agreement (Digital Health Acquisition Corp.)
Indemnification. Each party shall indemnify the other party against any loss, cost or damages (including reasonable attorney’s fees and expenses) incurred as a result of such party’s breach of any representation, warranty, covenant or agreement set forth in this Agreement. For purposes of such indemnification, all responsibility and warranties hereunder by the Investors shall be deemed to be made severally and no Investor shall be liable to any other party hereto for any breach of a representation or warranty of another Investor.
Appears in 1 contract
Samples: Warrant Subscription Agreement (S.E. Asia Emerging Market Company., LTD)
Indemnification. Each party shall indemnify and hold harmless the other party from and against any lossand all losses, cost claims, damages, costs and expenses which the other may incur, insofar as such losses, claims, damages, costs and expenses arise out of or damages (including reasonable attorney’s fees and expenses) incurred as a result in relation to or in connection with any material, uncured breach of such party’s breach of any representation, warranty, covenant or agreement in obligations under this Agreement. This indemnity shall be in addition to any liability such party may otherwise have.
Appears in 1 contract
Samples: Mutual Agreement of Confidentiality
Indemnification. Each party shall indemnify indemnify, defend and hold harmless the other party from and against any lossdamages, cost or damages (including reasonable attorney’s fees penalties, fines, costs, amounts paid in settlement, losses and expenses) expenses incurred by such indemnified party as a result of any inaccuracy in any representation or warranty of such party’s breach of any representation, warranty, covenant or agreement indemnifying party contained in this Agreement; provided, however, that the amount of such indemnification obligation shall in no event exceed the aggregate Purchase Price hereunder.
Appears in 1 contract
Indemnification. Each party shall indemnify the other against any loss, cost or damages (including reasonable attorney’s 's fees and expenses) incurred as a result of such party’s parties' breach of any representation, warranty, covenant or agreement in this Agreement. This Agreement may be executed in any number of counterparts, each of which shall be enforceable against the parties actually executing such counterparts, and all of which together shall constitute one instrument.
Appears in 1 contract
Indemnification. Each party hereto shall indemnify the other others against any loss, cost or damages (including reasonable attorney’s fees and expenses) incurred as a result of such party’s breach of any representation, warranty, covenant or agreement in this Agreement.
Appears in 1 contract
Samples: Forward Purchase Agreement (ECP Environmental Growth Opportunities Corp.)
Indemnification. Each party shall hereby agrees to indemnify the other against any lossall loss(s), cost or damages (cost(s) and expense(s), including reasonable attorney’s fees and expenses) incurred as a result counsel fees, which the other may incur by reason of such party’s the breach of any representationterm, warrantyprovision, covenant covenant, warranty or agreement representation contained herein and/or in connection with the enforcement of this AgreementAgreement or any provision hereof.
Appears in 1 contract
Indemnification. Each party shall indemnify the other party against any loss, cost or damages (including reasonable attorney’s fees and expenses) incurred as a result of such party’s breach of any representation, warranty, covenant or agreement set forth in this Agreement. For purposes of such indemnification, all responsibility and warranties hereunder by the Existing Shareholders shall be deemed to be made severally and no Existing Shareholder shall be liable to any other party hereto for any breach of a representation or warranty of another Existing Shareholder.
Appears in 1 contract
Samples: Warrant Subscription Agreement (S.E. Asia Emerging Market Company., LTD)
Indemnification. Each party shall indemnify and hold harmless the other against --------------- party from any loss, cost losses or damages (including without limitation reasonable attorney’s attorneys' fees and expenses) incurred as a result resulting from any breach of this Agreement by such party’s breach of any representation, warranty, covenant or agreement in this Agreement.
Appears in 1 contract
Samples: Agreement of Sale and Amendment to Purchase Agreement (Westower Corp)
Indemnification. Each party shall agrees to indemnify the other party against any and all loss, cost or damages (including reasonable attorney’s fees damage, cost, and expenses) incurred expense that such other party may sustain as a result of such party’s any inaccurate representation or the breach of any representation, warranty, warranty or covenant or agreement made by the indemnifying party in this Agreement.
Appears in 1 contract
Samples: Plan and Agreement of Reorganization (Mr3 Systems Inc)