Indemnity by the Investor Sample Clauses

Indemnity by the Investor. (a) The Investor shall indemnify the Seller Parties any Indemnifiable Loss as a result of (i) any breach of, or inaccuracy in any representation or warranty made by the Investor in this Agreement or any other Transaction Document (in each case and for the purpose of calculating Indemnifiable Loss, as such representation or warranty would read if all qualifications as to materiality, including each reference to the terms “material”, “material adverse effect” or similar qualifications, were deleted therefrom) and (ii) any breach (or alleged breach) or default in performance by the Investor of any covenant, agreement or obligation of the Investor as set forth in this Agreement or any other Transaction Document.
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Indemnity by the Investor. The Investor agrees to defend, indemnify, save, hold harmless, discharge and release the Company from and against any and all Losses suffered or incurred by the Company arising from or based on:
Indemnity by the Investor. In connection with any registration statement in which the Investor is participating, the Investor will furnish to the Company in writing such reasonably necessary information as the Company reasonably requests for use in connection with any such registration statement or prospectus and, to the extent permitted by law, will indemnify the Company, its directors and officers and each Person who controls (within the meaning of the Securities Act) the Company against any losses, claims, damages, liabilities and expenses resulting from any Violation, but only to the extent that such Violation is contained in any information furnished in writing to the Company by the Investor stated to be specifically for use in such registration statement or prospectus (the furnishing of such reasonably necessary information by the Investor being a condition precedent to the Company’s obligation to cause the registration statement to become effective); provided, that the obligation to indemnify will be several and not joint with any other Person and will be limited to the net amount received by the Investor from the sale of Shares pursuant to such registration statement;.
Indemnity by the Investor. (a) (i) During the Indemnification Period (or thereafter solely with respect to any claim for which indemnification has been made prior to the expiration of the Indemnification Period), in addition to any other indemnification provided for under this Agreement or any Additional Agreement, the Investor shall indemnify and hold harmless TDS and the Aerial Parties and their respective officers, directors, agents and representatives from and against any and all Losses incurred or suffered by any such indemnified person arising out of, resulting from, or relating to any breach of any of the representations or warranties made by the Sonera Parties in this Agreement or in any agreement, certificate, EXHIBIT or other instrument delivered by the Sonera Parties pursuant to this Agreement, as applicable.
Indemnity by the Investor. 8.2.1. Subject to the limitations set forth in this Section 8, the Investor will indemnify and hold harmless the Company and its Representatives and Affiliates (each, a "Company Indemnified Person"), from, against and in respect of any and all Losses incurred by the Company Indemnified Persons or any of them as a result of, arising out of (i) a breach of any representation or warranty made by the Investor in this Agreement, or (ii) a breach or violation of any covenant or agreement made by the Investor in this Agreement.
Indemnity by the Investor. The Investor hereby agrees to indemnity and hold harmless the Group Companies, from any loss, cost, liability and reasonable legal or other expense, including reasonable attorneys’ fees of the Group Companies’ counsel, which any Group Company has directly or indirectly suffered or incurred by reason of any breach or non-performance of any of the certificates, representations, warranties, covenants, undertakings or agreements made or given by the Investor in or pursuant to this Agreement. 2 NTD: Only included in the R Investments Convertible Note Purchase Agreement.
Indemnity by the Investor. In connection with any registration statement in which the Investor is participating, the Investor will furnish to the Company in writing such reasonably necessary information (which shall not include non-public or financial information) as the Company reasonably requests for use in connection with any such registration statement or prospectus and, to the extent permitted by law, will indemnify the Company, its directors and officers and each Person who controls the Company (within the meaning of the Securities Act or Exchange Act) against any losses, claims, damages, liabilities and expenses resulting from any Violation, but only to the extent that such Violation is contained in any information furnished in writing to the Company by the Investor stated to be specifically for use in such registration statement or prospectus (the furnishing of such reasonably necessary information by the Investor being a condition precedent to the Company’s obligation to cause the registration statement to become effective); provided, that the obligation to indemnify will be several and not joint with any other Person and will be limited to the net amount received by the Investor from the sale of Shares, pursuant to such registration statement.
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Indemnity by the Investor. Subject to Section 7.10, the Investor agrees to defend, indemnify, save, hold harmless, discharge and release the Company and Xxxxxx from and against any and all Losses suffered or incurred by the Company or Xxxxxx, as applicable, arising from or based on:

Related to Indemnity by the Investor

  • Indemnity by the Company Subject to the provisions of Section 11.4, the Company shall indemnify any Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that such Person is or was a Member, Officer, director, Managing Member, Hotel Manager, controlling person, employee, legal representative or agent of the Company, or is or was serving at the request of the Company as manager, director, Managing Member, Hotel Manager, officer, partner, member, shareholder, controlling person, employee, legal representative or agent of another limited liability company, partnership, corporation, joint venture, trust or other enterprise (an “Indemnified Person”), from and against any and all claims, actions, suits, proceedings, liabilities, obligations, losses, damages, judgments, fines, penalties, amounts paid in settlement, interest, costs and expenses (including reasonable attorney’s and accountant’s fees, court costs and other out-of-pocket expenses actually and reasonably incurred in investigating, preparing or defending the foregoing) (including any such brought by or in the right of the Company) suffered or incurred by such Indemnified Person while serving in such capacity or that otherwise in any way relate to or arise out of any action or inaction by such Indemnified Person or the Company (collectively, “Indemnifiable Losses”), if such Indemnified Person acted in good faith and in a manner that such Indemnified Person reasonably believed to be in or not opposed to the best interests of the Company and not in violation of this Agreement or outside the scope of such Person’s authority, and, with respect to a criminal action or proceeding, had no reasonable cause to believe such Person’s conduct was unlawful; provided, that the Company shall have no obligation to indemnify or defend hereunder to the extent such action, suit or proceeding arises from fraud, bad faith, willful misconduct or gross negligence on the part of such Indemnified Person.

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