Securities Indemnification. 8. 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. (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.
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. Xxxxxxxxx shall indemnify and hold 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 Xxxxxxxxx shall 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 Xxxxxxxxx through 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. (a) The Company shall protect, indemnify and hold LS Capital, and its officers, directors, shareholders, attorneys, accountants, employees, affiliates, successors and assigns, 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 shares of Common Stock are registered pursuant to Section 4, 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 Company of any rule or regulation promulgated under Act applicable to the Company and relating to action or inaction by the Company in connection with any such registration; provided, however, that the Company will not be liable in the case of (a) and (b) above if and to the extent that the event otherwise 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 a person otherwise entitled to indemnification 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 a person otherwise entitled to indemnification.
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. 38 7.4 Limited Securities Indemnification by CRF.................. 39
Securities Indemnification. AOPP and OP, jointly and severally, -------------------------- agree to indemnify, defend and hold harmless Acquiport Parties from and against any and all Losses and Liabilities arising out of or based upon (i) any breach or violation, or alleged breach or violation of the Securities Act, Exchange Act or any other federal or state securities law by AOPP, PSA, OP, PSPll, Acquisition Corporation or any of their Affiliates in connection with the Merger, Listing Merger or the Listing, (ii) the actions taken to form the Resulting Entity in the event the Listing Merger does not occur, (iii) the distribution or issuance of AOPP Shares to any AOPP Entity or any other party prior to or in connection with the Merger, Listing Merger and the Listing, (iv) the issuance of OP Units, the conversion of OP Units to AOPP Shares, the redemption of OP Units for cash, in each case prior to or in connection with the Merger, Listing Merger and the Listing, and (v) a breach of this Agreement and/or any other Transaction document that does not constitute a breach of representation described in Sections 7.1 and/or 7.2; provided, however, that the -------- ------- indemnity provided pursuant to this Section 7.3 shall not apply to any Losses and Liabilities including, without limitation, Losses and Liabilities to ABKB/LaSalle Securities Limited Partnership, Xxxxx & Steers Capital Management, Inc., Xxxxxx Xxxxxxx Asset Management, Fidelity Management and Research, Stanford University, State of Michigan Retirement Systems pursuant to that certain Term Sheet with AOPP dated December 3, 1997, to the extent arising out of any untrue statement or omission or alleged untrue statement or omission of a material fact contained in any registration statement or prospectus relating to the Merger, Listing Merger or Listing made therein in reliance upon and in conformity with written information concerning the Acquiport Properties furnished by CRF expressly for use in connection with such documents, or which concerns the Acquiport Properties, and which has been approved in writing by CRF for use in such documents (collectively, an "Approved Statement"), or in reliance upon and in conformity with the Acquiport Financial Statements; provided further however, neither this Agreement nor any other Transaction document, nor anything contained in this Agreement or any other Transaction document shall constitute or be deemed an Approved Statement unless, and only to the extent that, such either is separate...
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. In the event any Unsubscribed Shares are included in a registration statement under Section 6.1 or Section 6.2:
