Shareholders’ Indemnification Obligations. The Shareholders shall be liable for and shall reimburse and indemnify the Securities Agent and hold the Securities Agent harmless from and against any and all claims, losses, liabilities, costs, damages or expenses (including reasonable attorney’s fees and expenses) (collectively, “Losses”) arising from or in connection with or related to this Agreement or being Securities Agent hereunder (including but not limited to Losses incurred by the Securities Agent in connection with its successful defense, in whole or in part, of any claim of willful misconduct or negligence on its part); provided, however, that the Securities Agent shall not be indemnified for Losses caused by its own willful misconduct or negligence.
Appears in 2 contracts
Samples: Conditional Share Transfer Agreement, Conditional Share Transfer Agreement (Transmeridian Exploration Inc)
Shareholders’ Indemnification Obligations. The Shareholders shall be liable for and shall reimburse and indemnify the Securities Agent and hold the Securities Agent harmless from and against any and all claims, losses, liabilities, costs, damages or expenses (including reasonable attorney’s fees and expenses) (collectively, “Losses”) arising from or in connection with or related to this Agreement or being Securities Agent hereunder (including including, but not limited to to, Losses incurred by the Securities Agent in connection with its successful defense, in whole or in part, of any claim of willful misconduct or negligence on its part); provided, however, that the Securities Agent shall not be indemnified for Losses caused by its own willful misconduct or negligence.
Appears in 2 contracts
Samples: Conditional Share Transfer Agreement, Conditional Share Transfer Agreement (Transmeridian Exploration Inc)