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:
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. 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:
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, this Agreement, the Offering or the Business Combination, including, without limitation, as a result of any breach of a representation, warranty or covenant by the Corporation or Clarmin, as a result of a misrepresentation in the Presentation or any Clarmin Disclosure Documents or any breach of Securities Laws or other applicable laws, whether arising from actions occurring before or after the execution of this Agreement. The Corporation agrees to 45 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 Clarmin or any person asserting Claims on behalf of or in right of the Corporation or Clarmin 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 entry of any judgment in or otherwise seek to terminate any Claim in resp...
Indemnity by the Corporation. 10.1 The Corporation shall indemnify and save harmless the Agents, each of their respective affiliates and each of their respective directors, officers, employees, partners, agents, and shareholders (collectively, the “Indemnified Parties” and individually, an “Indemnified Party”) from and against any and all losses, claims, actions, suits, proceedings, damages, liabilities or expenses of whatsoever nature or kind (excluding loss of profits), including the aggregate amount paid in reasonable settlement of any actions, suits, proceedings, investigations or claims and the reasonable fees, disbursements and taxes of their counsel in connection with any action, suit, proceeding, investigation or claim that may be made or threatened against any Indemnified Party or in enforcing this indemnity (collectively, the “Claims”), which an Indemnified Party may incur or become subject to or otherwise involved in (in any capacity) insofar as the Claims relate to, are caused by, result from, arise out of or are based upon, directly or indirectly, by reason of the transactions contemplated in, or the services provided under, this Agreement whether performed before or after the Corporation’s execution of this Agreement, and to reimburse each Indemnified Party forthwith, upon demand, for any legal or other expenses reasonably incurred by such Indemnified Party in connection with any Claim.
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:
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,
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,
Indemnity by the Corporation. CAE Inc. hereby agrees to indemnify and hold harmless Scotia Capital Inc., RBC Dominion Securities and TD Securities Inc., BMO Xxxxxxx Xxxxx Inc., Xxxxxxx Xxxxx Canada Inc., CIBC World Markets Inc., HSBC Securities (Canada) Inc., BNP Paribas (Canada) Securities Inc., Citigroup Global Markets Canada Inc., Desjardins Securities Inc., X.X. Xxxxxx Securities Canada Inc. and National Bank Financial Inc. (hereinafter referred to as the “Underwriters”) and each of their respective directors, officers, employees, affiliates and agents and each person, if any, who controls any Underwriter within the meaning of section 15 of the 1933 Act, as amended, or section 20 of the 1934 Act and the successors and assigns of the foregoing from and against all liabilities, claims, losses (other than loss of profits and other consequential damages), reasonable costs, damages and reasonable expenses (including, without limitation any legal fees or other expenses reasonably incurred by the Underwriters in connection with defending or investigating any such action or claim) (a “Claim”) in any way caused by, or arising directly or indirectly from, or in consequence of:
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.
