Indemnity by the Corporation. 11.1 The Corporation shall protect, hold harmless and indemnify each of the Underwriters, each person (a “Control Person”), if any, who controls any of the Underwriters within the meaning of Section 15 of the U.S. Securities Act and their respective affiliates and their and each of their Control Persons and affiliates, respective directors, officers, employees, shareholders and agents (as applicable) (collectively, the “Indemnified Parties” and individually an “Indemnified Party”) from and against all losses, claims, damages, liabilities, costs and expenses, including, without limitation, all amounts paid to settle actions, satisfy judgments or awards or to enforce this indemnity and all reasonable legal fees and expenses on a solicitor and own client basis (collectively, a “Claim”) caused by or arising directly or indirectly by reason of the transactions contemplated in, or the services provided under, this Agreement including, without limitation:
(a) any breach by the Corporation of, or default under, any covenant or agreement of the Corporation in this Agreement which has not been waived by the Underwriters under this Agreement or any inaccuracy of any representation or warranty of the Corporation under this Agreement or any other document to be delivered pursuant hereto or the failure of the Corporation to comply with any of its obligations hereunder or thereunder;
(b) any information or statement (except any information or statement relating to the Underwriters, or any of them, provided by the Underwriters) contained in any of the Canadian Prospectus, the U.S. Prospectus, the Registration Statement, the Warrant Registration Statement, the Free Writing Prospectus or the Issuer Free Writing Prospectus (including any documents incorporated by reference therein) or any Supplemental Material or additional or ancillary material, information, evidence, return, report, application statement or document (collectively the “Additional Materials”) being or being alleged to be a misrepresentation or untrue or any omission or alleged omission to state in those documents any material fact (except facts relating to the Underwriters, or any of them, provided by the Underwriters) required to be stated in those documents or necessary to make any of the statements therein not misleading in light of the circumstances in which they were made;
(c) any order made or any inquiry, investigation or proceeding instituted, threatened or announced by any court, securities regulato...
Indemnity by the Corporation. The Corporation shall indemnify all directors and officers to the maximum extent permitted by applicable corporate law.
Indemnity by the Corporation. To the fullest extent permitted by law, the Corporation will indemnify all of its and the DLC Subsidiaries' directors, officers, former directors and former officers, as applicable, and his or her heirs and legal personal representatives, against all costs, charges and expenses, including any amount paid to settle any action or satisfy a judgment, reasonably incurred in respect of any civil, criminal, administrative, investigative or other proceeding in which any of them is involved by reason of being or having been a director or officer of the Corporation, a DLC Subsidiary or their respective predecessor entities if,
(a) he or she acted honestly and in good faith with a view to the best interests of the Corporation; and
(b) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, he or she had reasonable grounds for believing that his or her conduct was lawful. The intention of this Section 2.5 is that all Persons referred to in this Section will have all benefits provided under the indemnification provisions of the governing legislation of the Corporation to the fullest extent permitted by law, and the Corporation will take such other steps as may be required to give full effect to this Section 2.5.
Indemnity by the Corporation. In the event of any registration under the Securities Act of any Restricted Shares pursuant to this Section 3 or otherwise, or registration or qualification of any Restricted Shares pursuant to Section 3.7(d) hereof, the Corporation shall:
(i) indemnify and hold harmless any seller of such shares (the "Seller"), any underwriter, any officer, director, employee or agent of any Seller or underwriter, and each other person or entity, if any, who controls any Seller or underwriter within the meaning of Section 15 of the Securities Act, against any losses, claims, damages or liabilities, joint or several ("Claims"), to which each such indemnified party may become subject, under the Securities Act or otherwise, insofar as any Claims (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 registration statement or preliminary prospectus (if used prior to the effective date of the registration statement) or summary or final prospectus or any amendment or supplement
Indemnity by the Corporation. The Corporation will enter into an indemnity agreement with the Principal of each Management Shareholder, in his capacity as an officer of the Corporation.
Indemnity by the Corporation. (1) So long as the Employee is acting within the scope of his authority, the Corporation hereby agrees to indemnify the Employee and his Personal Representatives against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by the Employee in respect of any civil, criminal, administrative, investigative or other proceeding in which the Employee is involved because of that association with the Corporation if:
(a) the Employee acted honestly and in good faith with a view to the best interests of the Corporation;
(b) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the Employee had reasonable grounds for believing that his conduct was lawful; and
(c) in the case of an action by or on behalf of the Corporation to procure a judgment in its favour, the Corporation obtains any court approval required under the OBCA in respect of such indemnification.
(2) The Corporation shall use reasonable commercial efforts to obtain any necessary court approval required under the OBCA or otherwise in respect of any indemnification required to be made by it under this Agreement.
Indemnity by the Corporation. To the fullest extent permitted by law, the Corporation shall indemnify all Directors, officers, former Directors and former officers of the Corporation, the Shareholders of the Corporation to the extent that such Shareholders exercise the rights, powers, duties and liabilities of a Director and all Persons who act or acted at the Corporation’s request as a Director or officer (or in a similar capacity) of an entity of which the Corporation is or was a securityholder or creditor, and his/her heirs and legal personal representatives, against all costs, charges and expenses, including any amount paid to settle any action or satisfy a judgment, reasonably incurred by him/her in respect of any civil, criminal, administrative, investigative action or proceeding to which he/she is made a party, or in which he/she is involved, by reason of being or having been a Director or officer of the Corporation or
Indemnity by the Corporation. The Corporation agrees to indemnify and hold harmless the Agents, each of their subsidiaries and affiliates and each of their directors, officers, employees, partners, agents, shareholders, each other person, if any, controlling an Agent, or any of its subsidiaries and affiliates (collectively, the “Indemnified Parties” and individually, an “Indemnified Party”), from and against any and all losses, expenses, claims (including shareholder actions, derivative or otherwise), actions, damages and liabilities, joint or several, including without limitation the aggregate amount paid in reasonable settlement of any actions, suits, proceedings, investigations or claims and the reasonable fees and expenses of their counsel but not including any amount for lost profits (collectively, the “Losses”) that may be suffered by, imposed upon or asserted against an Indemnified Party as a result of, in respect of, connected with or arising out of any action, suit, proceeding, investigation or claim that may be made or threatened by any person or in enforcing this indemnity (collectively the “Claims”) insofar as the Claims relate to, are caused by, result from, arise out of or are based upon, directly or indirectly, the Agents’ engagement under this Agreement and the Engagement Letter, the Offering, or the Business Combination, including, without limitation, as a result of any breach of a representation, warranty or covenant by the Corporation and/or 6th Wave, as a result of a misrepresentation in the Presentation by the Corporation and/or 6th Wave or any breach of Securities Laws or other applicable laws by the Corporation and/or 6th Wave, whether arising from actions occurring before or after the execution of this Agreement. The Corporation agrees to waive any right the Corporation may have of first requiring an Indemnified Party to proceed against or enforce any other right, power, remedy or security or claim payment from any other person before claiming under this indemnity. The Corporation also agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Corporation or any person asserting Claims on behalf of or in right of the Corporation for or in connection with the Offering or the Business Combination (whether arising from actions occurring before or after the execution of this Agreement). The Corporation will not, without the prior written consent of the Agents, settle, compromise, consent to the ent...
Indemnity by the Corporation. Notwithstanding anything contained in this Agreement, the Corporation shall be liable to and indemnify and save harmless the Consultant, its officers, directors, shareholders, employees, agents and contractors in respect of all claims, actions, suits, causes of action, judgments, losses, costs, damages, expenses, obligations and liabilities whatsoever, whether in law or equity or otherwise, to which the Consultant or such officers, directors, shareholders, employees, agents or contractors may:
(i) suffer, sustain, pay or incur, either directly or indirectly from any breach of any provision of this Agreement by the Corporation, including without limitation, the provision of inaccurate, incomplete or erroneous information or materials provided by the Corporation to the Consultant which the Corporation approved prior to dissemination; and/or
(ii) become subject under applicable securities legislation and/or regulations and/or policies (including, without limitation, all policies, laws, and regulations of or under the Securities Act (Ontario), R.S.O. 1990, c. S.5, the Ontario Securities Commission and any other regulatory authority under or by which the Corporation’s securities are governed) (all hereinafter referred to as the “Securities Laws”), because of actions of the Corporation or its agent, the inaccuracy of the Corporation’s publicly available material delivered to the Consultant for use by the Consultant in its performance of its duties and obligations to the Corporation, or the inaccuracy of materials provided to Consultant by Corporation for use by Consultant in its performance of its duties and obligations to the Corporation under this Agreement. All covenants and indemnities of the Corporation in favor of the Consultant shall survive the termination of this Agreement and remain in full force and effect thereafter.
Indemnity by the Corporation. 12.3.1 To the fullest extent permitted by the Act, the Corporation shall indemnify (i) all Directors and officers of the Corporation, (ii) the Shareholders, to the extent that such Shareholders exercise the rights, powers, duties and liabilities of a Director and (iii) all persons who act or acted at the Corporation’s request as a director or officer of a body corporate of which the Corporation is or was a shareholder or creditor, and his or her heirs and personal legal representatives, against all costs, charges and expenses, including any amount paid to settle any action or satisfy a judgment, reasonably incurred by him or her in respect of any civil, criminal or administrative action or proceeding to which he or she is made a party by reason of being or having been a director or officer of the Corporation or such body corporate or by reason of acting or having acted as a Director if,
12.3.1.1 he or she acted honestly and in good faith with a view to the best interests of the Corporation or such body corporate, as the case may be; and
12.3.1.2 in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, he or she had reasonable grounds for believing that his or her conduct was lawful.
12.3.2 The intention of this Section 12.3 is that all persons referred to in this Section 12.3 shall have all benefits provided under the indemnification provisions of the Act to the fullest extent permitted by law, and the Board and Shareholders shall forthwith pass all resolutions and take such other steps as may be required to give full effect to this Section 12.3.
12.3.3 The Corporation shall maintain, or arrange to be maintained, liability insurance for its Directors and officers, having such terms and in such amounts as are reasonable and customary (but in any event having minimum coverage amounts of $20,000,000 in the aggregate). The Corporation shall not borrow against, pledge, assign, modify, cancel or surrender any directors’ and officers’ liability insurance policies, except for the cancellation or surrender in connection with the replacement thereof, which terms shall not, without the prior consent of the Board, vary in any material manner from such prior insurance.
