Securities Indemnity Sample Clauses

Securities Indemnity. For a period ending on the second anniversary of the Closing Date, Parent will indemnify each Stockholder or transferee of Parent Stock in a private transaction (each a "Holder"), and each person controlling such Holder within the meaning of Section 15 of the Securities Act of 1933 (the "Securities Act"), against all actual out-of-pocket expenses, claims, losses, damages or liabilities (or actions in respect thereof), including any of the foregoing incurred in settlement of any litigation, commenced or threatened, arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement, prospectus, preliminary prospectus, offering circular or other document, or any amendment or supplement thereto, incident to any registration or qualification of Parent Stock or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, unless any such statement or omission was made in reliance upon, and in conformity with, written information furnished to the Parent by such Holder; or any violation or any alleged violation by Parent of any rule or regulation promulgated under the Securities Act or the Securities Exchange Act of 1934 (the "Exchange Act") or any state securities law applicable to Parent in connection with any registration or qualification of Parent Stock, and Parent will reimburse each such Holder, each of its officers and directors, and each person controlling such Holder, for any legal and any other actual out-of-pocket expenses reasonably incurred in connection with investigating, preparing or defending any such claim, loss, damage, liability or action, as such expenses are incurred. Parent shall not be liable to indemnify any Holder with respect to any claims made against any Holder unless such Holder shall have notified Parent in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Holder. Parent will be entitled to participate at its own expense in the defense, or, if it so elects, to assume the defense of any suit brought to enforce any such liability, and if, Parent elects to assume the defense, such defense shall be conducted by counsel chosen by it. In the event Parent elects to assume the defense of any such suit and re...
Sample 1Sample 2
AutoNDA by SimpleDocs
Securities Indemnity. Each Member agrees to hold the LLC harmless from all expenses, liabilities, and damages (including reasonable attorneys’ fees) arising from a disposition of Interest in any manner that violates the Securities Act, any applicable state securities law, or this Agreement. This indemnification includes the LLC’s Members, Manager, Member principals, organizers, and controlling persons (as defined in the Securities Act), and any persons affiliated with any of them or with the distribution of the Interest.
Sample 1
Securities Indemnity. (a) BY PHC. PHC shall indemnify, protect, defend and hold harmless each Indemnified BWI Person (and shall reimburse such Indemnified BWI Person for all costs and expenses reasonably incurred) with respect to any and all Losses of such Indemnified BWI Person arising out of or due to, directly or indirectly, any claim that the information provided by the PHC Group and included in the Information Statement or the Form 8-A, is false and misleading with respect to any material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading or any failure to perform or violation of any provision of this Agreement by the PHC Group.
Sample 1
Securities Indemnity. 36 SECTION 7.24 LETTER OF UNDERSTANDING. ............................................. 37 SECTION 7.25
Sample 1
Securities Indemnity. Each Investor agrees to hold the Company harmless from all expenses, liabilities, and damages (including reasonable attorney’s fees) arising from a disposition of Interest in any manner that violates the Securities Act, any applicable state securities law, or this Agreement. This indemnification includes the Company’s Investors, Managers, Investor principals, organizers, and controlling persons (as defined in the Securities Act), and any persons affiliated with any of them or with the distribution of the Interest.
Sample 1
Securities Indemnity. Purchaser hereby agrees to indemnify and hold harmless the Seller Parties from and against all Liabilities arising out of or relating in any way to any acts or omissions of Purchaser or any of the Purchaser Parties in respect of (a) any Financing of any of the Loan Documents, Claims, Rights and Benefits, Obligations or Property procured by or on behalf of Purchaser; (b) any Transfer of any of the Loan Documents, Claims, Rights and Benefits, Obligations or Property by Purchaser; (c) any Financing or Transfer of any Securities in or relating to the Loan Documents, Claims, Rights and Benefits or Obligations, by Purchaser, including non-compliance with any Securities Laws applicable thereto; (d) any solicitation for, marketing of, offer, agreement or attempt to do any of the foregoing matters identified in Sections 5.4(a) through (c) permitted, suffered to occur or engaged in by Purchaser, whether private or public, verbal or written, direct or indirect, and whether or not completed; and any breach of any of the acknowledgments, representations and agreements set forth in Sections 5.3 or 5.5 of this Agreement, each of which shall be deemed continuing. This Section shall survive any termination of or Closing under this Agreement and such indemnification obligation shall be in addition to Seller's right to retain the Xxxxxxx Money and shall not be limited by any provision elsewhere in this Agreement limiting the amount of damages which Seller is entitled to recover from Purchaser under this Agreement, including the limitations in Section 7.1(a).
Sample 1
Securities Indemnity. Purchaser hereby agrees to indemnify, defend and hold harmless the Seller Parties from and against all Liabilities arising out of or relating in any way to: (a) any Securities issued, offered, solicited or sold in or relating to the Property and/or any Financing or Transfer thereof by any of the Purchaser Parties, including non-compliance with any Securities Laws applicable thereto; and (b) any breach of any of the acknowledgments, representations and agreements set forth in Sections 7.22 of this Agreement, each of which shall be deemed continuing. Nothing herein is intended to diminish either party's rights or remedies under Section 6.3.
Sample 1
AutoNDA by SimpleDocs
Securities Indemnity. Upon the terms and subject to the conditions set forth in Section 4.5 hereof and this
Sample 1

Related to Securities Indemnity

  • Expenses; Indemnity Mezzanine Borrower covenants and agrees to pay or, if Mezzanine Borrower fails to pay, to reimburse, Mezzanine Lender upon receipt of written notice from Mezzanine Lender for all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees and disbursements), except as may be otherwise expressly provided in Article XIV or elsewhere in this Agreement or the Loan Documents incurred by Mezzanine Lender in connection with (i) the preparation, negotiation, execution and delivery of this Agreement and the other Mezzanine Loan Documents and the consummation of the transactions contemplated hereby and thereby and all the costs of furnishing all opinions by counsel for Mezzanine Borrower (including without limitation any opinions requested by Mezzanine Lender pursuant to this Agreement); (ii) Mezzanine Lender’s ongoing performance and compliance with all agreements and conditions contained in this Agreement and the other Mezzanine Loan Documents on its part to be performed or complied with after the Closing Date; (iii) the negotiation, preparation, execution, delivery and administration of any consents, amendments, waivers or other modifications to this Agreement and the other Mezzanine Loan Documents and any other documents or matters as required herein or under the other Mezzanine Loan Documents; (iv) securing Mezzanine Borrower’s compliance with any requests made pursuant to the provisions of this Agreement; (v) the filing and recording fees and expenses, mortgage recording taxes, title insurance and reasonable fees and expenses of counsel for providing to Mezzanine Lender all required legal opinions, and other similar expenses incurred in creating and perfecting the Lien in favor of Mezzanine Lender pursuant to this Agreement and the other Mezzanine Loan Documents; (vi) enforcing or preserving any rights, in response to third party claims or the prosecuting or defending of any action or proceeding or other litigation, in each case against, under or affecting Mezzanine Borrower, this Agreement, the other Mezzanine Loan Documents, the Property, or any other security given for the Loan; (vii) enforcing any obligations of or collecting any payments due from Mezzanine Borrower under this Agreement, the other Mezzanine Loan Documents or with respect to the Property or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a work-out or of any insolvency or bankruptcy proceedings and (viii) procuring insurance policies pursuant to Section 6.1; provided, however, that Borrower shall not be liable for the payment of (A) any such costs and expenses to the extent the same arise by reason of the gross negligence, illegal acts, fraud or willful misconduct of Mezzanine Lender. Any cost and expenses due and payable to Mezzanine Lender may be paid from any amounts in the Mezzanine Account.

  • Additional Indemnity In addition to, and without regard to any limitations on, the indemnification provided for in Section 1 of this Agreement, the Company shall and hereby does indemnify and hold harmless Indemnitee against all Expenses, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him or on his behalf if, by reason of his Corporate Status, he is, or is threatened to be made, a party to or participant in any Proceeding (including a Proceeding by or in the right of the Company), including, without limitation, all liability arising out of the negligence or active or passive wrongdoing of Indemnitee. The only limitation that shall exist upon the Company’s obligations pursuant to this Agreement shall be that the Company shall not be obligated to make any payment to Indemnitee that is finally determined (under the procedures, and subject to the presumptions, set forth in Sections 6 and 7 hereof) to be unlawful.

  • Custodian’s Indemnification The Servicer as custodian shall indemnify the Trust, the Owner Trustee, and the Indenture Trustee and each of their respective officers, directors, employees and agents for any and all liabilities, obligations, losses, compensatory damages, payments, costs or expenses of any kind whatsoever that may be imposed on, incurred by or asserted against the Trust, the Owner Trustee, or the Indenture Trustee or any of their respective officers, directors, employees and agents as the result of any improper act or omission in any way relating to the maintenance and custody by the Servicer as custodian of the Receivable Files, including, but not limited to, the cost of defending any claim or bringing any claim to enforce such indemnification or other obligations of the Servicer; provided, however, that the Servicer shall not be liable to the Owner Trustee for any portion of any such amount resulting from the willful misconduct, bad faith or negligence of the Owner Trustee, and the Servicer shall not be liable to the Indenture Trustee for any portion of any such amount resulting from the willful misconduct, bad faith or negligence of the Indenture Trustee.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!