Indemnity. The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct or bad faith. The Company agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, costs and reasonable counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement, except as a result of the Warrant Agent’s gross negligence, willful misconduct or bad faith.
Appears in 1401 contracts
Samples: Warrant Agreement (Cleanspark, Inc.), Warrant Agreement (Cleanspark, Inc.), Warrant Agreement (Squirrel Enlivened International Co., LTD)
Indemnity. The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct misconduct, fraud or bad faith. The Company agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, out-of-pocket costs and reasonable outside counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement, except as a result of the Warrant Agent’s gross negligence, willful misconduct misconduct, fraud or bad faith.
Appears in 1020 contracts
Samples: Warrant Agreement (FACT II Acquisition Corp.), Warrant Agreement (Jackson Acquisition Co II), Warrant Agreement (FACT II Acquisition Corp.)
Indemnity. The Warrant Agent shall be liable hereunder only for its own fraud, gross negligence, willful misconduct or bad faith. The Company agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, costs and reasonable counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement, Agreement except as a result of the Warrant Agent’s fraud, gross negligence, willful misconduct misconduct, or bad faith.
Appears in 449 contracts
Samples: Warrant Agreement (Tavia Acquisition Corp.), Warrant Agreement (Oaktree Acquisition Corp. III Life Sciences), Private Placement Unit Purchase Agreement (Oaktree Acquisition Corp. III Life Sciences)
Indemnity. The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct or bad faith. The Company agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, costs and reasonable counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement, Agreement except as a result of the Warrant Agent’s gross negligence, willful misconduct misconduct, or bad faith.
Appears in 248 contracts
Samples: Warrant Agreement (Lm Funding America, Inc.), Warrant Agreement (Lm Funding America, Inc.), Warrant Agreement (Arcade China Acquisition Corp)
Indemnity. The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct or bad faith. The Company agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, costs and reasonable counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement, Agreement except as a result of the Warrant Agent’s gross 's negligence, willful misconduct misconduct, or bad faith.
Appears in 165 contracts
Samples: Warrant Agreement (Sole Elite Group LTD), Warrant Agreement (Millstream Acquisition Corp), Warrant Agreement (Coastal Bancshares Acquisition Corp.)
Indemnity. The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct or bad faith. The Company agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, costs and reasonable counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement, Agreement except as a result of the Warrant Agent’s gross negligence, willful misconduct misconduct, or bad faith.
Appears in 163 contracts
Samples: Warrant Agent Agreement (Zion Oil & Gas Inc), Warrant Agent Agreement (Zion Oil & Gas Inc), Warrant Agreement (4D Pharma PLC)
Indemnity. The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct or bad faith. The Company agrees to indemnify the Warrant Agent and save hold it harmless against any and all liabilities, including judgments, costs and reasonable counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Warrant Agreement, except as a result of the Warrant Agent’s gross negligence, willful misconduct or bad faith.
Appears in 149 contracts
Samples: Warrant Agreement (Ribbon Communications Inc.), Warrant Agreement (Ribbon Communications Inc.), Warrant Agreement (Bellevue Life Sciences Acquisition Corp.)
Indemnity. The Warrant Agent shall be liable hereunder only for its own own, or its representatives’, gross negligence, willful misconduct misconduct, bad faith or bad faithmaterial breach of this Agreement. The Company agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, costs and reasonable counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement, except as a result of the Warrant Agent’s ’s, or its representatives’, gross negligence, willful misconduct misconduct, bad faith or bad faithmaterial breach of this Agreement.
Appears in 103 contracts
Samples: Warrant Agreement (SilverBox Corp IV), Public Warrant Agreement (SilverBox Corp IV), Warrant Agreement (SilverBox Corp IV)
Indemnity. The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct misconduct, fraud or bad faith. The Company agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, out of pocket costs and reasonable outside counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement, except as a result of the Warrant Agent’s gross negligence, willful misconduct misconduct, fraud or bad faith.
Appears in 96 contracts
Samples: Warrant Agreement (Newbury Street II Acquisition Corp), Warrant Agreement (Roman DBDR Acquisition Corp. II), Warrant Agreement (Dynamix Corp)
Indemnity. The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct or bad faith. The Company agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, costs and reasonable counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Warrant Agreement, except as a result of the Warrant Agent’s gross negligence, willful misconduct or bad faith.
Appears in 69 contracts
Samples: Warrant Agency Agreement (La Rosa Holdings Corp.), Warrant Agency Agreement (La Rosa Holdings Corp.), Warrant Agreement (MMEX Resources Corp)
Indemnity. The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct or bad faith. The Company agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, out-of-pocket costs and reasonable counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement, except as a result of the Warrant Agent’s gross negligence, willful misconduct or bad faith.
Appears in 68 contracts
Samples: Warrant Agreement, Warrant Agreement (OpSec Holdings), Warrant Agreement (OpSec Holdings)
Indemnity. The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct or bad faith. The Company agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, claims, losses, damages, costs and reasonable counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement, Warrant Agreement except as a result of the Warrant Agent’s gross negligence, willful misconduct misconduct, or bad faith.
Appears in 55 contracts
Samples: Warrant Agency Agreement (Pulse Biosciences, Inc.), Warrant Agency Agreement (Bio Key International Inc), Warrant Agency Agreement (OptiNose, Inc.)
Indemnity. The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct or bad faith. The Company agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, costs and reasonable counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement, Warrant Agreement except as a result of the Warrant Agent’s gross negligence, willful misconduct misconduct, or bad faith.
Appears in 54 contracts
Samples: Warrant Agreement, Warrant Agreement (Spring Creek Acquisition Corp.), Warrant Agreement (Spring Creek Acquisition Corp.)
Indemnity. The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct or bad faith. The Company agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, costs and reasonable counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement, Agreement except as a result of the Warrant Agent’s gross negligence, willful misconduct or bad faith.
Appears in 44 contracts
Samples: Founder Warrant Agreement, Warrant Agreement (Goldman Sachs BDC, Inc.), Warrant Agreement (Alcentra Capital Corp)
Indemnity. The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct misconduct, fraud or bad faith. The Company agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, costs and reasonable counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement, except as a result of the Warrant Agent’s gross negligence, willful misconduct misconduct, fraud or bad faith.
Appears in 40 contracts
Samples: Warrant Agreement (Tiga Acquisition Corp.), Warrant Agreement (APx Acquisition Corp. I), Warrant Agreement (Crescera Capital Acquisition Corp.)
Indemnity. The Warrant Agent shall be liable hereunder only for its own own, or its representatives’, gross negligence, willful misconduct misconduct, fraud, bad faith or bad faithmaterial breach of this Agreement. The Company agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, costs and reasonable counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement, except as a result of the Warrant Agent’s or its representatives’ gross negligence, willful misconduct misconduct, fraud, bad faith or bad faithmaterial breach of this Agreement.
Appears in 31 contracts
Samples: Private Warrant Agreement (Stillwater Growth Corp. I), Public Warrant Agreement (Stillwater Growth Corp. I), Public Warrant Agreement (C5 Acquisition Corp)
Indemnity. The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct misconduct, fraud or bad faith. The Company agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, costs and reasonable counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement, except as a result of the Warrant Agent’s gross negligence, willful misconduct or bad faith.
Appears in 24 contracts
Samples: Warrant Agreement (10X Capital Venture Acquisition Corp. II), Warrant Agreement (10X Capital Venture Acquisition Corp. III), Warrant Agreement (Graf Global Corp.)
Indemnity. The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct or bad faith. The Company agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, costs and reasonable counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement, Warrant Agreement except as a result of the Warrant Agent’s gross 's negligence, willful misconduct misconduct, or bad faith.
Appears in 23 contracts
Samples: Warrant Agreement (Zion Oil & Gas Inc), Warrant Agreement (Zion Oil & Gas Inc), Warrant Agreement (Education Media, Inc.)
Indemnity. The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct misconduct, fraud or bad faith. The Company agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, out-of-pocket costs and reasonable outside counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement, Agreement except as a result of the Warrant Agent’s gross negligence, willful misconduct misconduct, fraud or bad faith.
Appears in 23 contracts
Samples: Warrant Agreement (Alvarium Tiedemann Holdings, Inc.), Warrant Agreement (Cartesian Growth Corp II), Warrant Agreement (Cartesian Growth Corp II)
Indemnity. The Warrant Agent shall be liable hereunder only for its own fraud, gross negligence, willful misconduct misconduct, bad faith or bad faithbreach of this Agreement. The Company agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, costs and reasonable counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement, except as a result of for any amounts arising out of, in connection with or resulting from the Warrant Agent’s fraud, gross negligence, willful misconduct misconduct, bad faith or bad faithbreach of this Agreement.
Appears in 21 contracts
Samples: Warrant Agreement (Satellogic Inc.), Warrant Agreement (Satellogic Inc.), Warrant Agreement (Satellogic Inc.)
Indemnity. The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct mis-conduct or bad faith. The Company agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, costs and reasonable counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement, Agreement except as a result of the Warrant Agent’s gross negligence, willful misconduct miscon-duct, or bad faith.
Appears in 19 contracts
Samples: Warrant Agreement (Fortissimo Acquisition Corp.), Warrant Agreement (Handheld Entertainment, Inc.), Warrant Agreement (Gigabeam Corp)
Indemnity. The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct or bad faith. The Company agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, costs and reasonable counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement, except as a result of the Warrant Agent’s 's gross negligence, willful misconduct or bad faith.
Appears in 19 contracts
Samples: Warrant Agreement (Switchback III Corp), Warrant Agreement (Switchback III Corp), Warrant Agreement (Spartan Acquisition Corp. IV)
Indemnity. The Warrant Agent shall be liable hereunder only for its own gross negligence, negligence or willful misconduct or bad faithmisconduct. The Company agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, costs and reasonable counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement, Agreement except as a result of the Warrant Agent’s gross 's negligence, willful misconduct misconduct, or bad faith.
Appears in 17 contracts
Samples: Warrant Agreement (Dental Medical Diagnostic Systems Inc), Warrant Agreement (Autoexotica International LTD), Warrant Agreement (Montana Mills Bread Co Inc)
Indemnity. The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct misconduct, fraud or bad faith. The Company agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, reasonable out-of-pocket costs and reasonable outside counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement, except as a result of the Warrant Agent’s gross negligence, willful misconduct misconduct, fraud or bad faith.
Appears in 16 contracts
Samples: Warrant Agreement (Oaktree Acquisition Corp. III), Warrant Agreement (Oaktree Acquisition Corp. III), Warrant Agreement (Leo Holdings III Corp.)
Indemnity. The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct or bad faith. The Company agrees to indemnify the Warrant Agent and save hold it harmless against any and all liabilities, including judgments, costs and reasonable counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Warrant Agreement, except as a result of the Warrant Agent’s gross negligence, willful misconduct or bad faith.
Appears in 16 contracts
Samples: Warrant Agreement (Hancock Jaffe Laboratories, Inc.), Warrant Agreement (Hancock Jaffe Laboratories, Inc.), Warrant Agreement (Hancock Jaffe Laboratories, Inc.)
Indemnity. The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct or bad faith. The Company agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, costs and reasonable counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement, Warrant Agreement except as a result of the Warrant Agent’s gross negligence, willful misconduct misconduct, or bad faith.
Appears in 16 contracts
Samples: Warrant Agreement, Warrant Agreement (American Superconductor Corp /De/), Warrant Agreement (Silver Bull Resources, Inc.)
Indemnity. The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct or bad faith. The Company agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, costs and reasonable counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Warrant Agreement, except as a result of the Warrant Agent’s gross negligence, willful misconduct or bad faith.
Appears in 13 contracts
Samples: Warrant Agreement (ENDRA Life Sciences Inc.), Warrant Agreement (ENDRA Life Sciences Inc.), Warrant Agreement (ENDRA Life Sciences Inc.)
Indemnity. The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct or bad faith. The Company agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, costs and reasonable counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement, except as a result of the Warrant Agent’s gross negligence, willful misconduct misconduct, or bad faith.
Appears in 13 contracts
Samples: Warrant Agreement (Middle Kingdom Alliance Corp.), Class B Warrant Agreement (Middle Kingdom Alliance Corp.), Class B Warrant Agreement (Middle Kingdom Alliance Corp.)
Indemnity. The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct or bad faith. The Company agrees to indemnify the Warrant Agent and save hold it harmless against any and all liabilities, including judgments, costs and reasonable counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement, except as a result of the Warrant Agent’s gross negligence, willful misconduct or bad faith.
Appears in 13 contracts
Samples: Warrant Agreement (Vertex Energy Inc.), Warrant Agreement (Vertex Energy Inc.), Warrant Agreement (Vertex Energy Inc.)
Indemnity. The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct or bad faith. The Company agrees to shall indemnify the Warrant Agent and save hold it harmless against any and all liabilities, including judgments, costs and reasonable counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement, except as a result of the Warrant Agent’s gross negligence, willful misconduct or bad faith.
Appears in 12 contracts
Samples: Warrant Agreement (NorthView Acquisition Corp), Warrant Agreement (NorthView Acquisition Corp), Warrant Agreement (NorthView Acquisition Corp)
Indemnity. The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct or bad faith. The Company agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, costs and reasonable reasonable, documented counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement, Agreement except as a result of the Warrant Agent’s gross negligence, willful misconduct misconduct, or bad faith.
Appears in 11 contracts
Samples: Warrant Agreement (Digital Media Solutions, Inc.), Warrant Agreement (Leo Holdings Corp.), Warrant Agreement (Health Sciences Acquisitions Corp)
Indemnity. The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct or bad faith. The Company agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, costs and reasonable counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement, Agreement except as a result of the Warrant Agent’s 's gross negligence, willful misconduct misconduct, or bad faith.
Appears in 10 contracts
Samples: Warrant Agent Agreement (Zion Oil & Gas Inc), Warrant Agreement (Eucrates Biomedical Acquisition Corp.), Warrant Agreement (Eucrates Biomedical Acquisition Corp.)
Indemnity. The Warrant Agent shall be liable hereunder only for its own gross negligence, negligence or willful misconduct or any actions taken in bad faith. The Company agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, costs and reasonable counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement, Agreement except as a result of the Warrant Agent’s gross 's negligence, willful misconduct misconduct, or bad faith.
Appears in 10 contracts
Samples: Warrant Agreement (Ivideonow Inc), Warrant Agreement (Cellcom Tech Inc), Warrant Agreement (Cellcom Tech Inc)
Indemnity. The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct or bad faith. The Company agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, costs and reasonable counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement, except as a result of the Warrant Agent’s gross negligence, willful misconduct or bad faith.
Appears in 10 contracts
Samples: Warrant Agreement (Cloudastructure, Inc.), Warrant Agency Agreement (T Stamp Inc), Warrant Agency Agreement
Indemnity. The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct misconduct, fraud or bad faith. The Company agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, costs and reasonable counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement, except as a result of for any amounts arising out of, in connection with or resulting from the Warrant Agent’s gross negligence, willful misconduct or bad faithfaith or breach of this Agreement.
Appears in 9 contracts
Samples: Warrant Agreement (Chenghe Acquisition II Co.), Warrant Agreement (Chenghe Acquisition II Co.), Warrant Agreement (Blue Room Acquisition Corp.)
Indemnity. The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct or bad faith. The Company agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, costs and reasonable counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement, Agreement except as a result of the Warrant Agent’s gross 's negligence, willful misconduct or bad faith.
Appears in 8 contracts
Samples: Warrant Agreement (Restaurant Acquisition Partners, Inc.), Warrant Agreement (Restaurant Acquisition Partners, Inc.), Warrant Agreement (Restaurant Acquisition Partners, Inc.)
Indemnity. The Warrant Agent shall be liable hereunder only for its own fraud, gross negligence, willful misconduct or bad faith. The Company agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, costs and reasonable counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement, Agreement except as a result of the Warrant Agent’s fraud, gross negligence, willful misconduct or bad faith.
Appears in 8 contracts
Samples: Warrant Agreement (Noble Education Acquisition Corp.), Warrant Agreement (Noble Education Acquisition Corp.), Warrant Agreement (Noble Education Acquisition Corp.)
Indemnity. The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct misconduct, or bad faith. The Company agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, costs costs, and reasonable counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement, Agreement except as a result of the Warrant Agent’s gross negligence, willful misconduct misconduct, or bad faith.
Appears in 8 contracts
Samples: Warrant Agreement (Allegro Merger Corp.), Warrant Agreement (Allegro Merger Corp.), Warrant Agreement (Union Acquisition Corp.)
Indemnity. The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct misconduct, fraud or bad faith. The Company agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, costs judgments and reasonable outside counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement, except as a result of the Warrant Agent’s gross negligence, willful misconduct misconduct, fraud or bad faith.
Appears in 8 contracts
Samples: Warrant Agreement (Generation Asia I Acquisition LTD), Warrant Agreement (Generation Asia I Acquisition LTD), Warrant Agreement (Keter1 Acquisition Corp)
Indemnity. The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct misconduct, fraud or bad faith. The Company agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, reasonable and documented out-of-pocket costs and reasonable outside counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement, except as a result of the Warrant Agent’s gross negligence, willful misconduct misconduct, fraud or bad faith.
Appears in 7 contracts
Samples: Warrant Agreement (Cano Health, Inc.), Warrant Agreement (Airspan Networks Holdings Inc.), Warrant Agreement (New Beginnings Acquisition Corp. II)
Indemnity. The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct misconduct, fraud or bad faith. The Company Corporation agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, costs and reasonable counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement, except as a result of the Warrant Agent’s gross negligence, willful misconduct misconduct, fraud or bad faith.
Appears in 7 contracts
Samples: Warrant Agreement, Warrant Agreement (Boxwood Merger Corp.), Warrant Agreement (Boxwood Merger Corp.)
Indemnity. The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct or bad faith. The Company agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, costs and reasonable counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement, Agreement except as a result of the Warrant Agent’s fraud, dishonesty, gross negligence, willful misconduct misconduct, or bad faith.
Appears in 7 contracts
Samples: Warrant Agreement (China VantagePoint Acquisition Co), Warrant Agreement (Lone Oak Acquisition Corp), Warrant Agreement (Lone Oak Acquisition Corp)
Indemnity. The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct misconduct, fraud or bad faith. The Company agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, out-of-pocket costs and reasonable counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement, except as a result of the Warrant Agent’s gross negligence, willful misconduct misconduct, fraud or bad faith.
Appears in 6 contracts
Samples: Warrant Agreement (Graf Global Corp.), Warrant Agreement (Graf Global Corp.), Warrant Agreement (Graf Global Corp.)
Indemnity. The Warrant Agent shall be liable hereunder only for its own fraud, gross negligence, willful misconduct or misconduct, bad faith, or breach of this Agreement. The Company agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, costs and reasonable counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement, except as a result of for any amounts arising out of, in connection with or resulting from the Warrant Agent’s fraud, gross negligence, willful misconduct or misconduct, bad faith, or breach of this Agreement.
Appears in 6 contracts
Samples: Warrant Agreement (Four Leaf Acquisition Corp), Warrant Agreement (Four Leaf Acquisition Corp), Warrant Agreement (Monterey Capital Acquisition Corp)
Indemnity. The Warrant Agent shall be liable hereunder only for its own fraud, gross negligence, willful misconduct or bad faith. The Company agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, out-of-pocket costs and reasonable outside counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement, Agreement except as a result of the Warrant Agent’s fraud, gross negligence, willful misconduct or bad faith.
Appears in 6 contracts
Samples: Warrant Agreement (Advanced Merger Partners, Inc.), Warrant Agreement (Advanced Merger Partners, Inc.), Warrant Agreement (Advanced Merger Partners, Inc.)
Indemnity. The Warrant Agent shall be liable hereunder only for its own own, or its representatives’, gross negligence, willful misconduct misconduct, bad faith or bad faithmaterial breach of this Agreement. The Company agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, costs and reasonable counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement, except as a result of the Warrant Agent’s or its representatives’ gross negligence, willful misconduct misconduct, bad faith or bad faithmaterial breach of this Agreement.
Appears in 6 contracts
Samples: Warrant Agreement (G&P Acquisition Corp.), Warrant Agreement (G&P Acquisition Corp.), Warrant Agreement (Simon Property Group Acquisition Holdings, Inc.)
Indemnity. The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct misconduct, or bad faith. The Company agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, costs claims, losses, damages, costs, and reasonable counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement, except as a result of the Warrant Agent’s gross negligence, willful misconduct misconduct, or bad faith.
Appears in 5 contracts
Samples: Warrant Agreement (NXT-Id, Inc.), Warrant Agreement (NXT-Id, Inc.), Warrant Agency Agreement (Genspera Inc)
Indemnity. The Warrant Agent shall be liable hereunder only for its own fraud, gross negligence, willful misconduct or bad faith. The Company agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, out-of-pocket costs and reasonable counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement, Agreement except as a result of the Warrant Agent’s gross negligence, willful misconduct misconduct, or bad faith.
Appears in 5 contracts
Samples: Warrant Agreement (Bayview Acquisition Corp), Warrant Agreement (Bayview Acquisition Corp), Warrant Agreement (Alphatime Acquisition Corp)
Indemnity. The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct or bad faith. The Company agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, claims, losses, damages, costs and reasonable counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement, Warrant Agreement except as a result of the Warrant Agent’s 's gross negligence, willful misconduct misconduct, or bad faith.
Appears in 5 contracts
Samples: Warrant Agent Agreement (Cytori Therapeutics, Inc.), Warrant Agent Agreement (Cytori Therapeutics, Inc.), Warrant Agent Agreement (Cytori Therapeutics, Inc.)
Indemnity. The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct or bad faith. The Company agrees to indemnify the Warrant Agent and save hold it harmless against any and all liabilities, including judgments, costs and reasonable reasonable, documented counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement, except as a result of the Warrant Agent’s gross negligence, willful misconduct or bad faith.
Appears in 5 contracts
Samples: Warrant Agreement (Modiv Acquisition Corp.), Warrant Agreement (Modiv Acquisition Corp.), Warrant Agreement (International Media Acquisition Corp.)
Indemnity. The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct or bad faith. The Company agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, costs and reasonable counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement, Agreement except as a result of the Warrant Agent’s gross negligence, willful misconduct or bad faith.
Appears in 5 contracts
Samples: Warrant Agreement (Universal Business Payment Solutions Acquisition Corp), Warrant Agreement (Symmetry Holdings Inc), Warrant Agreement (Symmetry Holdings Inc)
Indemnity. The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct or bad faith. The Company agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, claims, losses, damages, costs and reasonable counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement, Agreement except as a result of the Warrant Agent’s gross negligence, willful misconduct misconduct, or bad faith.
Appears in 5 contracts
Samples: Warrant Agency Agreement (Clip Interactive, LLC), Warrant Agency Agreement (Clip Interactive, LLC), Warrant Agreement (OXBRIDGE RE HOLDINGS LTD)
Indemnity. The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct misconduct, fraud or bad faith. The Company agrees to indemnify the Warrant Agent and save hold it harmless against any and all liabilities, including judgments, out-of-pocket costs and reasonable outside counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement, except as a result of the Warrant Agent’s gross negligence, willful misconduct misconduct, fraud or bad faith.
Appears in 5 contracts
Samples: Warrant Agreement (Hudson Executive Investment Corp. III), Warrant Agreement (Hudson Executive Investment Corp. III), Warrant Agreement (Hudson Executive Investment Corp. II)
Indemnity. The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct or bad faith. The Company agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, costs and reasonable counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement, except as a result of the Warrant Agent’s gross negligence, willful misconduct negligence or bad faithintentional misconduct.
Appears in 4 contracts
Samples: Warrant Agreement (Tio Tech A), Warrant Agreement (Rocket Internet Growth Opportunities Corp.), Warrant Agreement (Tio Tech A)
Indemnity. The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct misconduct, fraud or bad faith. The Company agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, out-of-pocket costs and reasonable outside counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement, except as a result of the Warrant Agent’s gross negligence, willful misconduct or bad faith.
Appears in 4 contracts
Samples: Warrant Agreement (LF Capital Acquisition Corp. II), Warrant Agreement (LF Capital Acquisition Corp. II), Warrant Agreement (LF Capital Acquisition Corp. II)
Indemnity. The Warrant Agent shall be liable hereunder only for its own fraud, gross negligence, willful misconduct or bad faith. The Company agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, costs and reasonable counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement, Agreement except as a result of the Warrant Agent’s fraud, gross negligence, willful misconduct misconduct, or bad faith.
Appears in 4 contracts
Samples: Warrant Agreement (Keen Vision Acquisition Corp.), Warrant Agreement (Keen Vision Acquisition Corp.), Warrant Agreement (Keen Vision Acquisition Corp.)
Indemnity. The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct misconduct, or bad faith. The Company agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, costs and reasonable counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement, except as a result of the Warrant Agent’s gross negligence, willful misconduct or bad faith.
Appears in 4 contracts
Samples: Warrant Agreement (Jet.AI Inc.), Warrant Agreement (Oxbridge Acquisition Corp.), Warrant Agreement (Oxbridge Acquisition Corp.)
Indemnity. The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct or bad faith. The Company agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, out-of-pocket costs and reasonable outside counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement, except as a result of the Warrant Agent’s gross negligence, willful misconduct misconduct, fraud or bad faith.
Appears in 4 contracts
Samples: Warrant Agreement (Thayer Ventures Acquisition Corp), Warrant Agreement (Thayer Ventures Acquisition Corp), Warrant Agreement (Thayer Ventures Acquisition Corp)
Indemnity. The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct misconduct, or bad faith. The Company agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, costs costs, and reasonable counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement, Agreement except as a result of the Warrant Agent’s gross negligence, willful misconduct misconduct, or bad faith.
Appears in 4 contracts
Samples: Warrant Agreement (Revel Entertainment Group, LLC), Warrant Agreement (Atlas Acquisition Holdings Corp.), Warrant Agreement (Atlas Acquisition Holdings Corp.)
Indemnity. The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct or bad faith. The Company agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, costs and reasonable counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement, Agreement except as a result of the Warrant Agent’s 's gross negligence, willful misconduct or bad faith.
Appears in 4 contracts
Samples: Warrant Agreement (Symmetry Holdings Inc), Warrant Agreement (Dov Pharmaceutical Inc), Warrant Agreement (Symmetry Holdings Inc)
Indemnity. The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct or bad faith. The Company agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, costs and reasonable counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Warrant Agreement, except as a result of the Warrant Agent’s gross 's negligence, willful misconduct or bad faith.
Appears in 4 contracts
Samples: Warrant Agreement (Vantage Drilling CO), Warrant Agreement (Vantage Energy Services, Inc.), Warrant Agreement (Vantage Drilling CO)
Indemnity. The Warrant Agent shall be liable hereunder only for its own fraud, gross negligence, willful misconduct or bad faith. The Company agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, costs and reasonable counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement, Agreement except as a result of the Warrant Agent’s gross negligence, willful misconduct negligence or bad faithintentional misconduct.
Appears in 4 contracts
Samples: Warrant Agreement (RF Acquisition Corp.), Warrant Agreement (RF Acquisition Corp.), Warrant Agreement (RF Acquisition Corp.)
Indemnity. The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct or bad faith. The Company agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, out-of-pocket costs and reasonable out-of-pocket counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement, Agreement except as a result of the Warrant Agent’s gross negligence, willful misconduct misconduct, or bad faith.
Appears in 3 contracts
Samples: Warrant Agreement (Union Street Acquisition Corp.), Warrant Agreement (Union Street Acquisition Corp.), Warrant Agreement (Union Street Acquisition Corp.)
Indemnity. The Warrant Agent shall be liable hereunder only for its own or its representatives’ gross negligence, willful misconduct misconduct, fraud, bad faith or bad faithmaterial breach of this Agreement. The Company agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, out-of-pocket costs and reasonable outside counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement, except as a result of the Warrant Agent’s gross negligence, willful misconduct misconduct, fraud or bad faith.
Appears in 3 contracts
Samples: Warrant Agreement (Shelter Acquisition Corp I), Warrant Agreement (Shelter Acquisition Corp I), Warrant Agreement (Shelter Acquisition Corp I)
Indemnity. The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct misconduct, fraud or bad faith. The Company agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, out of pocket costs and reasonable counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement, except as a result of the Warrant Agent’s gross negligence, willful misconduct misconduct, fraud or bad faith.
Appears in 3 contracts
Samples: Warrant Agreement (Centurion Acquisition Corp.), Warrant Agreement (Centurion Acquisition Corp.), Warrant Agreement (Centurion Acquisition Corp.)
Indemnity. The Warrant Agent shall be liable hereunder only for its own fraud, gross negligence, willful misconduct or bad faith. The Company agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, out-of-pocket costs and reasonable outside counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement, Agreement except as a result of the Warrant Agent’s fraud, gross negligence, willful misconduct misconduct, or bad faith.
Appears in 3 contracts
Samples: Warrant Agreement (Onyx Acquisition Co. I), Warrant Agreement (Onyx Acquisition Co. I), Warrant Agreement (Onyx Acquisition Co. I)
Indemnity. The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct wilful misconduct, or bad faith. The Company agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, out-of-pocket costs and reasonable outside counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement, except as a result of the Warrant Agent’s gross negligence, willful misconduct misconduct, fraud or bad faith.
Appears in 3 contracts
Samples: Warrant Agreement (Endurance Acquisition Corp.), Warrant Agreement (Endurance Acquisition Corp.), Warrant Agreement (SatixFy Communications Ltd.)
Indemnity. The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct or bad faith. The Company agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, costs and reasonable counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement, Agreement except as a result of the Warrant Agent’s gross negligence, willful misconduct miscon-duct, or bad faith.
Appears in 3 contracts
Samples: Warrant Agreement (Fortissimo Acquisition Corp.), Warrant Agreement (Fortissimo Acquisition Corp.), Warrant Agreement (China Ascendance Acquisition Corp.)
Indemnity. The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct or bad faith. The Company Shelf agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, costs and reasonable counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement, except as a result of the Warrant Agent’s gross negligence, willful misconduct or bad faith.
Appears in 3 contracts
Samples: Warrant Agreement (Nextnav Inc.), Warrant Agreement (Nextnav Inc.), Warrant Agreement (Spartacus Acquisition Shelf Corp.)
Indemnity. The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct misconduct, fraud or bad faith. The Company agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, out-of- pocket costs and reasonable outside counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement, except as a result of the Warrant Agent’s gross negligence, willful misconduct misconduct, fraud or bad faith.
Appears in 3 contracts
Samples: Warrant Agreement (Tailwind Two Acquisition Corp.), Warrant Agreement (Tailwind Two Acquisition Corp.), Warrant Agreement (Motive Capital Corp)
Indemnity. The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct misconduct, fraud or bad faith. The Company agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, out of pocket costs and reasonable outside counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement, except as a result of the Warrant Agent’s gross negligence, willful misconduct misconduct, fraud, bad faith or bad faithbreach of this Agreement.
Appears in 3 contracts
Samples: Warrant Agreement (M3-Brigade Acquisition v Corp.), Warrant Agreement (M3-Brigade Acquisition v Corp.), Warrant Agreement (M3-Brigade Acquisition v Corp.)
Indemnity. The Warrant Agent shall be liable hereunder only for its own gross negligence, negligence or willful misconduct or bad faithmisconduct. The Company agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, costs and reasonable counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement, Agreement except as a result of the Warrant Agent’s gross negligence, willful misconduct misconduct, or bad faith.
Appears in 3 contracts
Samples: Warrant Agreement (AeroGrow International, Inc.), Warrant Agreement (Gigabeam Corp), Warrant Agreement (American Telecom Services Inc)
Indemnity. The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct or bad faith. The Company agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, costs and reasonable counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement, Agreement except as a result of the Warrant Agent’s, the Warrant Agent’s representative’s, employees’ or agent’s gross negligence, willful misconduct misconduct, or bad faith.
Appears in 3 contracts
Samples: Warrant Agreement (Far East Energy Corp), Warrant Agreement (Far East Energy Corp), Warrant Agreement (Far East Energy Corp)
Indemnity. The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct or bad faith. The Company agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, costs and reasonable counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement, except (i) as a result of the Warrant Agent’s gross negligence, willful misconduct or bad faith; and (ii) any Tax imposed on or calculated by reference to the net income, received or receivable, by the Warrant Agent.
Appears in 3 contracts
Samples: Warrant Agreement (European Sustainable Growth Acquisition Corp.), Warrant Agreement (Ads-Tec Energy Public LTD Co), Warrant Agreement (European Sustainable Growth Acquisition Corp.)
Indemnity. The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct or bad faith. The Company agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, claims, losses, damages, costs and reasonable counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement, Warrant Agency Agreement except as a result of the Warrant Agent’s gross negligence, willful misconduct misconduct, or bad faith.
Appears in 3 contracts
Samples: Warrant Agency Agreement (Accelerate Diagnostics, Inc), Warrant Agency Agreement (Accelerate Diagnostics, Inc), Warrant Agency Agreement (Accelerate Diagnostics, Inc)
Indemnity. The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct misconduct, fraud or bad faith. The Company agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, costs and reasonable outside counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement, except as a result of the Warrant Agent’s gross negligence, willful misconduct misconduct, fraud or bad faith.
Appears in 2 contracts
Samples: Warrant Agreement (CEA Space Partners I Corp.), Warrant Agreement (CEA Space Partners I Corp.)
Indemnity. The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct misconduct, fraud or bad faith. The Company agrees to indemnify the Warrant Agent and save it harmless against any and all out-of-pocket liabilities, including judgments, out-of-pocket costs and reasonable outside counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement, except as a result of the Warrant Agent’s gross negligence, willful misconduct misconduct, fraud or bad faith.
Appears in 2 contracts
Samples: Warrant Agreement (Impac Mortgage Holdings Inc), Warrant Agreement (Impac Mortgage Holdings Inc)
Indemnity. The Warrant Agent shall be liable hereunder only for its own fraud, gross negligence, willful misconduct misconduct, bad faith or bad faithbreach of this Agreement. The Company agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, costs and reasonable counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement, except as a result of for any amounts arising out of, in connection with or resulting from the Warrant Agent’s 's fraud, gross negligence, willful misconduct misconduct, bad faith or bad faithbreach of this Agreement.
Appears in 2 contracts
Samples: Warrant Agreement (CF Acquisition Corp. V), Warrant Agreement (Cf Acquisition Corp. Iv)
Indemnity. The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct misconduct, fraud or bad faith. The Company agrees to indemnify and hold the Warrant Agent and save it harmless against any and all liabilities, including judgments, out-of-pocket costs and reasonable outside counsel fees, for anything done any actions or omitted omissions by the Warrant Agent in the execution of this Agreement, except as a result of the Warrant Agent’s gross negligence, willful misconduct misconduct, fraud or bad faith.
Appears in 2 contracts
Samples: Warrant Agreement (Coliseum Acquisition Corp.), Warrant Agreement (Coliseum Acquisition Corp.)
Indemnity. The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct misconduct or bad faith. The Company agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, costs and reasonable counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement, Agreement except as a result of the Warrant Agent’s gross negligence, willful misconduct misconduct, or bad faith.
Appears in 2 contracts
Samples: Warrant Agreement (HD Partners Acquisition CORP), Warrant Agreement (CNC Development Ltd.)
Indemnity. The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct or bad faith. The Company agrees to indemnify the Warrant Agent and save hold it harmless against any and all liabilities, including judgments, costs and reasonable counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement, Warrant Agreement except as a result of the Warrant Agent’s gross negligence, willful misconduct misconduct, or bad faith.
Appears in 2 contracts
Samples: Warrant Agreement (Infinity I-China Acquisition CORP), Warrant Agreement (Indas Green Acquisition CORP)
Indemnity. The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct or bad faith. The Company Corporation agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, costs and reasonable counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement, except as a result of the Warrant Agent’s gross negligence, willful misconduct or bad faith.
Appears in 2 contracts
Samples: Warrant Agreement (Piksel, Inc.), Warrant Agreement (Piksel, Inc.)
Indemnity. The Warrant Agent shall be liable hereunder only for its own fraud, gross negligence, willful misconduct or bad faith. The Company agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, costs and reasonable counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement, Agreement except as a result of the Warrant Agent’s fraud, gross negligence, willful misconduct misconduct, or bad faithfaith (as determined by a court of competent jurisdiction in a final and non-appealable decision).
Appears in 2 contracts
Samples: Warrant Agreement (Ace Global Business Acquisition II LTD), Warrant Agreement (Nova Vision Acquisition Corp)
Indemnity. The Warrant Agent shall be liable hereunder only for its own fraud, gross negligence, willful misconduct or bad faith. The Company agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, out-of-pocket costs and reasonable counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement, except as a result of the Warrant Agent’s fraud, gross negligence, willful misconduct or bad faith.
Appears in 2 contracts
Samples: Warrant Agreement (Jeneration Acquisition Corp), Warrant Agreement (Jeneration Acquisition Corp)
Indemnity. The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct or bad faith. The Company agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, claims, losses, damages, costs and reasonable counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement, Warrant Agent Agreement except as a result of the Warrant Agent’s gross negligence, willful misconduct misconduct, or bad faith.
Appears in 2 contracts
Samples: Warrant Agent Agreement (Quotient LTD), Warrant Agent Agreement (Quotient LTD)
Indemnity. The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct or bad faith. The Company agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, costs and reasonable counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement, Agreement except as a result of the Warrant Agent’s 's, the Warrant Agent's representative's, employees' or agent's gross negligence, willful misconduct misconduct, or bad faith.
Appears in 2 contracts
Samples: Warrant Agreement (Far East Energy Corp), Warrant Agreement (Far East Energy Corp)
Indemnity. The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct or bad faith. The Company agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, costs and reasonable counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement, Warrant Agreement except as a result of the Warrant Agent’s 's gross negligence, willful misconduct misconduct, or bad faith.
Appears in 2 contracts
Samples: Warrant Agent Agreement (Zion Oil & Gas Inc), Warrant Agreement (Zion Oil & Gas Inc)
Indemnity. The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct misconduct, fraud or bad faith. The Company agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, out- of- pocket costs and reasonable outside counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement, except as a result of the Warrant Agent’s gross negligence, willful misconduct misconduct, fraud or bad faith.
Appears in 2 contracts
Samples: Warrant Agreement (Anthemis Digital Acquisitions I Corp), Warrant Purchase Agreement (Anthemis Digital Acquisitions I Corp)
Indemnity. The Warrant Agent shall be liable hereunder only for its own gross negligencenegligence or willful misconduct, willful misconduct or bad faith. The Company agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, costs and reasonable counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement, Agreement except as a result of the Warrant Agent’s 's gross negligence, negligence or willful misconduct or bad faithmisconduct.
Appears in 2 contracts
Samples: Warrant Agreement (Navitas International CORP), Warrant Agreement (Navitas International CORP)
Indemnity. The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct or bad faith. The Company agrees to indemnify the Warrant Agent and save hold it harmless from and against any and all liabilities, including judgments, costs and reasonable counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement, Agreement except as a result of the Warrant Agent’s gross 's negligence, willful misconduct or bad faith.
Appears in 2 contracts
Samples: Class B Warrant Agreement (DG Acquisition Corp.), Warrant Agreement (DG Acquisition Corp.)
Indemnity. The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct or bad faith. The Company agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, costs and reasonable counsel fees, for anything done or omitted by the Warrant Agent in the execution of connection with this Agreement, Agreement except as a result of the Warrant Agent’s gross negligence, willful misconduct misconduct, or bad faith.
Appears in 2 contracts
Samples: Warrant Agent Agreement (Accuride Corp), Warrant Agent Agreement (Accuride Corp)
Indemnity. The Warrant Agent shall be liable hereunder only for its own own, or its representatives’, gross negligence, willful misconduct misconduct, fraud or bad faith. The Company agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, out-of-pocket costs and reasonable outside counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement, except as a result of the Warrant Agent’s ’s, or its representatives’, gross negligence, willful misconduct misconduct, fraud or bad faith.
Appears in 2 contracts
Samples: Warrant Agreement (Ares Acquisition Corp), Warrant Agreement (Ares Acquisition Corp)
Indemnity. The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct or bad faith. The Company agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, costs and reasonable counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Warrant Agent Agreement, except as a result of the Warrant Agent’s gross negligence, willful misconduct or bad faith.
Appears in 2 contracts
Samples: Warrant Agent Agreement (Viveve Medical, Inc.), Warrant Agent Agreement (Ruthigen, Inc.)
Indemnity. The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct misconduct, fraud or bad faith. The Company agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, out- of-pocket costs and reasonable outside counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement, except as a result of the Warrant Agent’s gross negligence, willful misconduct misconduct, fraud or bad faith.
Appears in 1 contract
Samples: Private Placement Warrants Purchase Agreement (Equity Distribution Acquisition Corp.)
Indemnity. The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct or bad faith. The Company agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, costs and reasonable counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement, except as a result of the Warrant Agent’s gross 's negligence, willful misconduct or bad faith.
Appears in 1 contract
Samples: Warrant Agreement (China Mining Resources Holdings LTD)
Indemnity. The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct or bad faith. The Company agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, claims, losses, damages, costs and reasonable counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Warrant Agreement, except as a result of the Warrant Agent’s gross negligence, willful misconduct misconduct, or bad faith.
Appears in 1 contract
Samples: Warrant Agency Agreement (Provectus Biopharmaceuticals, Inc.)
Indemnity. The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct or bad faith. The Company agrees to indemnify the Warrant Agent Agent, its officers, directors, employees, attorneys and agents and save it them harmless against any and all liabilities, including judgments, costs and reasonable counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement, Warrant Agreement except as a result of the Warrant Agent’s gross negligence, willful misconduct misconduct, or bad faith.
Appears in 1 contract
Indemnity. The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct or bad faith. The Company agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, costs and reasonable counsel fees, for anything done or omitted by the Warrant Agent in the execution and administration of this Agreement, Agreement except as a result of the Warrant Agent’s gross negligence, willful misconduct or bad faith.
Appears in 1 contract
Indemnity. The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct or bad faith. The Company agrees to indemnify the Warrant Agent and save hold it harmless against any and all liabilities, including judgments, costs and reasonable counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement, except as a result of the Warrant Agent’s gross negligence, willful misconduct or bad faith.
Appears in 1 contract
Samples: Warrant Agreement (Navios Maritime Acquisition CORP)
Indemnity. The Warrant Agent shall be liable hereunder --------- only for its own gross negligence, negligence or willful misconduct or any actions taken in bad faith. The Company agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, costs and reasonable counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement, Agreement except as a result of the Warrant Agent’s gross 's negligence, willful misconduct misconduct, or bad faith.
Appears in 1 contract
