Investor Indemnification. Each holder will, if Registrable Securities held by such holder are included in the securities as to which such registration is being effected, indemnify the Company, each of its directors and officers, other holders of the Company's securities covered by such registration statement, each person who controls the Company within the meaning of Section 15 of the Securities Act, and each such holder, each of its officers and directors and each person controlling such holder within the meaning of Section 15 of the Securities Act, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, prospectus, offering circular or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by such holder of the Securities Act, the Exchange Act, state securities laws or any rule or regulation promulgated under such laws applicable to such holder, and will reimburse the Company, each such other holder, such directors, officers, persons, underwriters or control persons for any legal or any other expenses reasonably incurred, as such expenses are incurred, in connection with investigating or defending any such claim, loss, damage, liability or action, but in the case of the Company or such other holder or their officers, directors or controlling persons, only to the extent that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by an instrument duly executed by such holder and stated to be specifically for use therein; provided, further, that the indemnity agreement contained in this Subsection 6(d)(ii) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of such indemnifying holder (which consent shall not be unreasonably withheld or delayed). The liability of any holder for indemnification under this Section 6(d) in its capacity as a seller of Registrable Securities shall not exceed the lesser of (i) that proportion of the total of such losses, claims, damages, expenses or liabi...
Investor Indemnification. Each Investor, severally and not jointly, agree to indemnify and hold harmless the Company, its affiliates, each of their officers, directors, employees and agents and their respective successors and assigns, from and against any losses, damages, or expenses which are caused by or arise out of (i) any breach or default in the performance by the Investor of any covenant or agreement made by the Investor in this Agreement or in any of the Transaction Documents; (ii) any breach of warranty or representation made by the Investor in this Agreement or in any of the Transaction Documents; and (iii) any and all third party actions, suits, proceedings, claims, demands, judgments, costs and expenses (including reasonable legal fees and expenses) incident to any of the foregoing.
Investor Indemnification. Each Investor, severally and not jointly, agrees to indemnify and hold harmless the Company and each of its officers, directors, shareholders, members, employees, partners, agents and affiliates and any direct or indirect investors, shareholders, officers, directors, agents, partners, employees, members, agents or affiliates of any of the foregoing for loss or damage arising as a result of or related to (a) any breach by the Investor of any of its representations or covenants set forth herein. If any action shall be brought against the Company in respect of which indemnity may be sought pursuant to this Agreement, the Company shall promptly notify the Investor in writing, and the Investor shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Company. The Company shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Company. Each Investor will not be liable to the Company under this Agreement for any settlement by the Company effected without the Investor’s prior written consent, which shall not be unreasonably withheld or delayed. The right to indemnification shall include the right to repayment of legal fees only if the indemnitee has prevailed on the merits in a final judgment of a court from which no further appeal is possible.
Investor Indemnification. The Investor covenants and agrees to defend, indemnify and save and hold harmless the Company, its officers, directors, partners, members, employees, trustees, affiliates, attorneys and representatives, from and against any and all losses, costs, expenses, liabilities, claims or legal damages (including, without limitation, reasonable fees and disbursements of counsel and accountants and other costs and expenses incident to any actual or threatened claim, suit, action or proceeding, whether incurred in connection with a claim against the Investor or a third party claim) (collectively, “Company Losses”), relating to violations of 1933 Act or other applicable law arising out of or resulting from: (i) any inaccuracy in or breach of any representation, warranty, covenant or agreement made by the Investor in this Agreement; or (ii) the failure of the Investor to perform or observe fully any covenant, agreement or provision to be performed or observed by it pursuant to this Agreement. Notwithstanding the foregoing, the Investor shall only be liable to make any indemnification pursuant to this Section 3.2 to the extent of the aggregate dollar amount invested by the Investor pursuant to the offering. Company Losses resulting directly from the gross negligence or willful misconduct of the Company or any of its respective officers, directors, employees, affiliates and attorneys are not covered under this Section.
Investor Indemnification. The Investor agrees to indemnify, hold harmless, reimburse and defend the Company and Xxxx Xxxxxx Financial, Inc. and their respective officers, directors, employees, agents, affiliates, members, managers, control persons, and principal shareholders, against any claim, cost, expense, liability, obligation, loss or damage (including reasonable legal fees) of any nature, which results, arises out of or is based upon (i) any material misrepresentation by Investor or breach of any representation or warranty by Investor in this Agreement or in any exhibits or schedules attached hereto, or other agreement delivered pursuant hereto; or (ii) after any applicable notice and/or cure periods, any breach or default in performance by Investor of any covenant or undertaking to be performed by Investor hereunder, or any other agreement entered into by Investor and the Company relating hereto. Notwithstanding anything herein to the contrary, in no event shall Investor be liable to the Company for more than the Purchase Price paid by the Investor.
Investor Indemnification. Each Investor covenants and agrees, ------------------------ severally and not jointly, to defend, indemnify and save and hold harmless the Company, together with its officers, directors, partners, shareholders, employees, trustees, affiliates (within the meaning of Rule 405 of the SEC under the Act), attorneys and representatives, from and against any and all losses, costs, expenses, liabilities, claims or legal damages (including, without limitation, reasonable fees and disbursements of counsel and accountants and other costs and expenses incident to any actual or threatened claim, suit, action or proceeding, whether incurred in connection with a claim against any such Investor or a third party claim) (collectively, "Company Losses"), up to -------------- the amount of such Investor's original investment in the Private Placement (as set forth in Schedule A hereto) arising out of or resulting from: (i) any inaccuracy in or breach of any representation, warranty, covenant or agreement made by the Investor in this Agreement, any Additional Agreement or in any writing delivered pursuant to this Agreement or at the Closing; or (ii) the failure of the Investor to perform or observe fully any covenant, agreement or provision to be performed or observed by it pursuant to this Agreement or any Additional Agreement. Company Losses resulting directly from the gross negligence or willful misconduct of the Company or any of its respective officers, directors, employees, or any affiliate within the meaning of Rule 405 of the SEC under the Act are not covered under this Section 9.2; provided, -------- however, that, if and to ------- the extent that such indemnification is unenforceable for any reason, the Investor shall make the maximum contribution to the payment and satisfaction of such indemnified liability which shall be permissible under applicable laws.
Investor Indemnification. Each Investor agrees to, severally but not jointly, indemnify and hold harmless, on an after-tax and after insurance recovery basis, the Company and its directors, officers, employees and agents from and against any and all Losses to which such Person may become subject as a result of a breach of any representation, warranty, covenant or agreement made by or to be performed on the part of such Investor under the Agreements, and will reimburse any such Person for all such amounts as they are incurred by such Person; provided, however, under no circumstances shall this Section 8.3 be deemed to increase the indemnification and/or contribution obligations of such Investor under the Registration Rights Agreement which is subject to the cap provided therein.
Investor Indemnification. The Investor, for its affiliates, ------------------------- successors and assigns agrees to and shall indemnify, defend (with legal counsel reasonably acceptable to the Company), and hold the Company, its officers, directors, shareholders, employees, agents, affiliates, and assigns harmless at all times after the date of this Agreement, from and against and in respect of, any liability, claim, deficiency, loss, damage, penalty or injury, and all reasonable costs and expenses (including reasonable attorneys= fees and costs of any suit related thereto) suffered or incurred by the Company, at law or in equity, statutory or otherwise, whether or not well founded in law or in fact, arising in any manner out of or in connection with the following:
(a) Any misrepresentation by, or breach of any covenant or warranty of the Investor contained in this Agreement, or any Exhibit, Certificate, or other instrument furnished or to be furnished by the Investor hereunder, or any claim by a third party (regardless of whether the claimant is ultimately successful) which if true would be such a misrepresentation or breach;
(b) Any nonfulfillment of any agreement on the part of the Investor under this Agreement, or from any material misrepresentation in or material omission from, any Certificate or other instrument furnished or to be furnished to the Company hereunder;
(c) Any suit, action, proceeding, claim or investigation, pending or threatened against or affecting the Company which arises from, which arose from, or which is based upon or pertaining to the conduct of the business operations of the Investor or the Company by the Investor or any officer, employee or agent of the Investor before or after the Closing of this Agreement; and
(d) And any other matter or state of facts relating to the transactions contemplated herein existing prior to Closing.
Investor Indemnification. The Investor shall indemnify, defend and hold harmless the Company, its directors and officers or general and limited partners or members and managing members and affiliates (including any director, officer, employee, agent and controlling person of any of the foregoing) (each a “Company Indemnified Person”) from and against all losses, costs, claims, damages, liabilities, expenses (including reasonable attorneys’ and accountants’ fees, costs of investigation, costs of suit and costs of appeal), fines and penalties actually incurred or suffered by any Company Indemnified Person arising from, relating to or as a result of (i) the breach of the representations and warranties made by the Investor herein and (ii) the breach of any covenant, obligation or agreement made by the Investor in this Agreement. The maximum amount recoverable under this Section 7.4(c) by all Company Indemnified Persons, in the aggregate, shall not exceed the Issue Price.
Investor Indemnification. The Investor covenants and agrees to defend, indemnify and save and hold harmless the Company, together with its officers, directors, partners, shareholders, employees, trustees, affiliates (within the meaning of Rule 405 of the SEC under the Act), attorneys and representatives, from and against any and all losses, costs, expenses, liabilities, claims or legal damages (including, without limitation, reasonable fees and disbursements of counsel and accountants and other costs and expenses incident to any actual or threatened claim, suit, action or proceeding, whether incurred in connection with a claim against the Investor or a third party claim) (collectively, "Company Losses"), up to the amount equal to the Purchase Price arising out of or resulting from:
(i) any inaccuracy in or breach of any representation, warranty, covenant or agreement made by the Investor in this Agreement or in any writing delivered pursuant to this Agreement; or
(ii) the failure of the Investor to perform or observe fully any covenant, agreement or provision to be performed or observed by it pursuant to this Agreement.
