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.
Appears in 3 contracts
Samples: Preferred Stock Purchase Agreement (Merriman Curhan Ford Group, Inc.), Preferred Stock Purchase Agreement (Unterberg Thomas I), Series D Preferred Stock Purchase Agreement (Merriman Curhan Ford Group, Inc.)
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 '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.
Appears in 2 contracts
Samples: Preferred Stock Purchase Agreement (Merriman Curhan Ford Group, Inc.), Preferred Stock Purchase Agreement (Merriman Curhan Ford Group, Inc.)
