Securities Indemnification. (a) Each of Zeotech, Hemsted, Groves, KJM, XxXxxxxx, and Xxxxxxxx, severally but not jointly, shall protect, indemnify and hold LS Capital and Xxxxxxx harmless from any and all demands, claims, actions, causes of actions, lawsuits, proceedings, investigations, judgments, losses, damages, injuries, liabilities, obligations, expenses and costs (including costs of litigation and attorneys' fees), arising out of or based upon (a) any untrue statement or alleged untrue statement of any material fact contained in or incorporated by reference into the registration statement under which the Xxxxxxx Shares are registered pursuant to Section 6, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereto, (b) the 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 (c) any material violation by the indemnifying party of any rule or regulation promulgated under the Act applicable to the indemnifying party and relating to action or inaction by the indemnifying party in connection with any such registration; provided, however, that the indemnifying party shall be liable in the case of (a) and (b) above only if and to the extent that the event giving rise to indemnification arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in conformity with information furnished by the indemnifying party in writing specifically for use in the registration statement or prospectus or information contained in a writing that has been expressly approved or deemed approved by the indemnifying party.
(b) Each of LS Capital and Xxxxxxx, severally but not jointly, shall protect, indemnify and hold each of Zeotech, Hemsted, Groves, KJM, XxXxxxxx, and Xxxxxxxx harmless from any and all demands, claims, actions, causes of actions, lawsuits, proceedings, investigations, judgments, losses, damages, injuries, liabilities, obligations, expenses and costs (including costs of litigation and attorneys' fees), arising out of or based upon (a) any untrue statement or alleged untrue statement of any material fact contained in or incorporated by reference into the registration statement under which the Xxxxxxx Shares are registered pursuant to Section 6, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereto, (b) the omission or alleged omission to st...
Securities Indemnification. The Corporation shall indemnify you in accordance with section 124 of the Canada Business Corporations Act and the Corporation’s By-Laws. Subject to and without limiting the foregoing, the Corporation’s legal counsel will represent you in respect of any civil, criminal, administrative, investigative (including any internal investigation or independent review being conducted by the Corporation’s Board of Directors or a Committee thereof) or other proceeding in Canada, the United States or other applicable jurisdiction in which you are involved (including as a witness) because of your association with the Corporation (hereafter, a “Matter”). However, in the event that the Corporation’s counsel cannot represent you in a Matter because of a conflict, the Corporation agrees to advance monies to pay your reasonable and actual legal expenses in that Matter provided you agree that you will not settle the Matter, retain defense counsel or expert witnesses or consultants, or incur any defense costs without obtaining the Corporation’s prior consent, which consent will not be unreasonably withheld.
Securities Indemnification. Client represents and warrants that any securities offered in connection with any Equity Drive will be offered in strict compliance with state and federal securities registration and reporting requirements or in strict compliance with available exemptions from such requirements. Client hereby agrees to indemnify, defend and hold LLC harmless from and against any and all causes of action, lawsuits, claims, demands or penalties of any nature whatsoever (including the costs, expenses and reasonable attorneys fees on account thereof) that may be made by any person or entity for liabilities, losses, costs, expenses, damages or injuries of any kind arising from or in consequence of a defect in Client’s securities offering or offering materials.
Securities Indemnification. Barrxxxxx xxxll indemnify and hold 5 harmless BTI against any and all loss, claim, damage or liability, joint or several, to which BTI may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, or liability (or action with respect thereto) arises out of or is based upon (a) any untrue statement or alleged untrue statement of a material fact contained (i) in the Registration Statement, the Effective Prospectus in respect of the Registration Statement; or (b) the omission or alleged omission to state in the Registration Statement, the Effective Prospectus or any amendment or supplement thereto of a material fact required to be stated therein or necessary to make the statements therein not misleading; and shall reimburse BTI for any legal or other reasonable expenses incurred by it in connection with investigating or defending against in connection with any such loss, claim, damage, liability or action, notwithstanding the possibility that payments for such expenses might later be held to be improper, in which case the person receiving them shall promptly refund them; except that the Barrxxxxx xxxll not be liable in any such case to the extent, but only to the extent, that any such loss, claim, damage, or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Barrxxxxx xxxough BTI by or on behalf of BTI specifically for use in the preparation of the Registration Statement, the Effective Prospectus or any amendment or supplement thereto.
Securities Indemnification. 38 7.4 Limited Securities Indemnification by CRF.................. 39
Securities Indemnification. 31 Section 8.5 Conditions of Indemnification..................................................................32 Section 8.6 Contribution...................................................................................32 Section 8.7 Remedies Not Exclusive.........................................................................33 Section 8.8 Limitation on Liability........................................................................33 Article IX Termination...........................................................................................34
Securities Indemnification. In the event any Registrable Shares are included in the Registration Statement under this Agreement:
Securities Indemnification. Without expanding or modifying same, the Company acknowledges its continuing obligations under its letter provided Employee, dated October 9, 1996 about certain rights of indemnification.
Securities Indemnification. Eclipsys agrees to indemnify and hold harmless each MSI Shareholder whose shares are included in the Stockholder Registration Statement against any losses, claims, damages, expenses or liabilities to which such MSI Shareholder may become subject by reason of any untrue statement of a material fact contained in the Stockholder Registration Statement or any omission to state a fact required to be stated or necessary to make the statements not misleading, except insofar as such losses, claims, damages, expenses or liabilities arise out of or are based upon information furnished in writing to Eclipsys by or on behalf of an MSI Shareholder for use in the Stockholder Registration Statement. Eclipsys shall have the right to assume the defense and settlement of any claim or suit for which Eclipsys may be responsible for indemnification under this Section 44.
Securities Indemnification
