Indemnities of the Company. In the event of any registration of any Registrable Securities or other debt or equity securities of the Company or any of its subsidiaries under the Securities Act pursuant to this Section 3 or otherwise, and in connection with any Registration Statement or any other disclosure document produced by or on behalf of the Company or any of its subsidiaries including reports required and other documents filed under the Exchange Act, and other documents pursuant to which any debt or equity securities of the Company or any of its subsidiaries are sold (whether or not for the account of the Company or its subsidiaries), the Company will, and hereby does, and will cause each of its subsidiaries, jointly and severally, to indemnify and hold harmless each Holder of Registrable Securities, any Person who is or might be deemed to be a controlling Person of the Company or any of its subsidiaries within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, their respective direct and indirect partners, advisory board members, directors, officers, trustees, members and Stockholders, and each other Person, if any, who controls any such holder or any such controlling Person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each such Person being referred to herein as a “Covered Person”), against any losses, claims, damages or liabilities (or actions or proceedings in respect thereof), joint or several, to which such Covered Person may be or become subject under the Securities Act, the Exchange Act, any other securities or other law of any jurisdiction, the common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained or incorporated by reference in any Registration Statement under the Securities Act, any preliminary prospectus or final prospectus included therein, or any related summary prospectus, or any amendment or supplement thereto, or any document incorporated by reference therein, or any other such disclosure document (including reports and other documents filed under the Exchange Act and any document incorporated by reference therein) or other document or report, (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading ...
Indemnities of the Company. (a) The Company hereby agrees to indemnify and hold the Agent and/or any of their subsidiary companies and/or divisions and professional advisors (hereinafter collectively referred to as the "INDEMNIFIED PARTIES") and each and every one of the directors, officers, employees and shareholders of the Indemnified Parties (hereinafter referred to as the "PERSONNEL") harmless from and against any and all expenses, losses, claims, actions, damages, or liabilities, whether joint or several (including the aggregate amount paid in reasonable settlement of any actions, suits, proceedings or claims), and the reasonable fees and expenses of their counsel that may be incurred in advising with respect to and/or defending any claim that may be brought against the Indemnified Party and/or its Personnel or to which they may become subject or otherwise involved in any capacity under any statute or common law insofar as such expenses, losses, claims, damages, liabilities or actions arise out of or are based, directly or indirectly, upon:
Indemnities of the Company. (1) The Company (the “Indemnitor”) shall fully indemnify and hold the Underwriters and each of their subsidiaries, affiliates and syndicate members, and each of their respective partners, shareholders, advisers, directors, officers, employees and agents (collectively, “Personnel”, and together with the Underwriters, the “Indemnified Parties”) harmless to the full extent from and against any and all expenses, losses (other than loss of profits), claims, actions (including shareholder action, derivative actions or otherwise), damages or liabilities, whether joint or several (including the aggregate amount paid in reasonable settlement of any actions, suits, proceedings, investigations or claims), and the reasonable fees and expenses of their counsel (collectively, “Losses”) that may be incurred in investigating, settling, advising with respect to and/or defending any actual or threatened claim, actions, suits, investigations or proceedings (collectively, a “Claim”) to which the Indemnified Parties may become subject or otherwise involved in any capacity under any statute or common law, or otherwise insofar as such Losses and/or Claims result from, arise out of or are based, directly or indirectly, upon:
Indemnities of the Company. The Company agrees to indemnify each holder of Registrable Shares, its officers, directors and agents and each person who “controls” such holder within the meaning of the Securities Act and the Exchange Act (each, an “Indemnified Holder”), against losses, claims, damages, including amounts incurred in settlement, liabilities and expenses arising out of, based upon any untrue statement or alleged untrue statement of a material fact in this Agreement or any Registration Statement covering the Registrable Shares or any prospectus which forms a part of such Registration Statement or any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein, and in the case of a prospectus, in light of the circumstances under which they were made, not misleading; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage, liability or expense arises out of or is based upon any untrue statement or omission contained in any Registration Statement covering the Registrable Shares or any prospectus which forms a part of such Registration Statement that is based upon information furnished in writing to the Company by such Indemnified Holder or its representative expressly for the use therein.
Indemnities of the Company. The Company shall indemnify, defend and hold harmless Purchaser, its Affiliates and Associates and their respective directors, officers, stockholders, agents, successors and permitted assigns from and against, and shall pay and reimburse the foregoing Persons for, any and all Losses relating to or arising out of the breach (or alleged breach if asserted by a third party) of any representation, warranty, covenant or agreement of the Company contained in this Agreement.
Indemnities of the Company. Regardless of the presence or absence of insurance, the Company shall indemnify and hold harmless Baseline and its Indemnity Group from and against any and all Claims and Liabilities caused by, arising out of, resulting from, or relating in any way to, and to pay Baseline or its Indemnity Group any sum that Baseline or its Indemnity Group pays or becomes obligated to pay, on account of: (a) any material breach of a warranty or a materially inaccurate or materially erroneous representation or stipulation made by the Company in this Agreement; (b) all Claims and Liabilities waived, released, and discharged by the Company pursuant to the terms of Section 5; (c) all taxes for which the Company has agreed to be responsible under the terms of this Agreement and the Conveyance; and (d) except for the Assumed Liabilities, all Claims and Liabilities relating to the Company Assets, whether arising before or after the Effective Date.
