Indemnification by Atlantic Clause Samples
The "Indemnification by Atlantic" clause requires Atlantic to compensate or protect the other party from certain losses, damages, or liabilities that may arise in connection with the agreement. Typically, this means that if a third party brings a claim against the other party due to Atlantic's actions, Atlantic will cover the associated costs, such as legal fees or settlement amounts. This clause serves to allocate risk by ensuring that the party harmed by Atlantic's conduct is not left financially responsible for issues caused by Atlantic, thereby promoting fairness and accountability in the contractual relationship.
Indemnification by Atlantic. ATLANTIC will indemnify and --------------------------- hold harmless the Agent, each of the Agent's directors and officers, and each person, if any, who controls the Agent within the meaning of the Securities Act against any loss, claim, damage or liability, joint or several, to which the Agent or any such controlling person may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage or liability (or action in respect thereof) arises out of or is based upon (a) an untrue statement or alleged untrue statement made by ATLANTIC in Article II hereof or (b) an untrue statement or alleged untrue statement of a material fact contained (i) in the Registration Statement or any preliminary prospectus or the Prospectus or any amendment or supplement thereto or (ii) in any blue sky application or other document executed by ATLANTIC specifically for that purpose or based upon written information furnished by ATLANTIC filed in any state or other jurisdiction in order to qualify any or all of the Shares under the securities laws thereof (any such application, document or information being hereinafter called a "Blue Sky Application") or (c) the omission or alleged omission to -------------------- state in the Registration Statement or any preliminary prospectus or the Prospectus or any amendment or supplement thereto or in any Blue Sky Application a material fact required to be stated therein or necessary to make the statements therein not misleading; and will reimburse the Agent and each such controlling person for any legal or other expenses reasonably incurred by the Agent or such controlling person in connection with investigating or defending against or appearing as a third party witness in connection with any such loss, claim, damage, liability or action; provided, however, that ATLANTIC will 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 ATLANTIC through the Agent or by or on behalf of the Agent specifically for use in the preparation of the Registration Statement or any such preliminary prospectus or the Prospectus or any such amendment or supplement thereto or any such Blue Sky Application; and provided, further, that the foregoing indemnity agreement is subject to the cond...
Indemnification by Atlantic. Subject to the provisions of this ARTICLE IX, from and after the Closing, Atlantic will indemnify and hold Seller and its Related Parties and permitted assigns (collectively, the “Seller Indemnified Parties”) harmless from and against, and pay to the applicable Seller Indemnified Parties the amount of, any Damages based upon, resulting from or related to
(a) any claims made by the SeqLL Legacy Stockholders concerning the Settlement Offer; and
(b) any claims made by holders of any debt obligations or liabilities of SeqLL, including any promissory or similar notes, existing prior to the Closing Date that are not transferred or assigned pursuant to the Asset Purchase Agreement. Any claim or recovery available from Atlantic shall be limited to shares needed with the Atlantic Consideration. For avoidance of doubt, the Seller’s liabilities under this ARTICLE IX shall not exceed the aggregate amount of the Atlantic Consideration, valued at the current price of SeqLL (ATLN) common stock at the time of payment and there shall be no recourse of any kind against any other consideration or compensation paid or payable to the Seller. Notwithstanding anything to the contrary, no Atlantic Consideration adjustment may be taken with respect to damages actually recovered from insurance or compensation from other sources so as to avoid duplication or “double counting” of the same damages.
Indemnification by Atlantic. Atlantic hereby releases and agrees to indemnify and hold harmless the Towns and the County and their respective officers, employees and agents, and their respective heirs, executors, administrators, successors and assigns (hereinafter collectively "Town and County Releasees") from any and all actions, causes of action, suits, claims, expenses (including reasonable attorney's fees) and demands against the Town and County Releasees arising out of or relating to the performance by Atlantic and the Atlantic Parties of their respective obligations under this Agreement. More particularly, but without in any way limiting the foregoing, Atlantic hereby releases the Town and County Releasees and agrees to indemnify and hold harmless the Town and County Releasees from any and all actions, causes of action, suits, claims, expenses (including reasonable attorney's fees) and demands arising directly or indirectly from any personal injury, death or property damage arising out of the use, construction, modifications, repair or improvement of any Designated Road or Non-Project Road by Atlantic, the Atlantic Parties and their respective employees, agents, representatives or contractors.
Indemnification by Atlantic. ATLANTIC shall indemnify, defend and hold harmless DigiTarLLP and its directors, officers, employees, agents, Partners and affiliates from and against all costs, claims, suits, liabilities, expenses (including reasonable attorneys' fees) and damages arising out of or resulting from conduct by ATLANTIC of the Business, except to the extent that such cost, claim, suit, expense or damage arose or resulted from any willful or negligent act or omission by DigiTarLLP. Atlantic's indemnification obligations hereunder shall be conditioned upon DigiTarLLP (i) giving reasonable notice to ATLANTIC of any such claim or action, (ii) tendering the defense of such claim or action to ATLANTIC, (iii) reasonably assisting ATLANTIC (at ATLANTIC's expense) in investigating and defending such claim or action, and (iv) not compromising or settling such claim or action without ATLANTIC's prior consent. 6.3 Indemnification by DigiTarLLP. DigiTarLLP shall indemnify, defend and hold harmless ATLANTIC and its directors, officers, employees, agents and affiliates from and against all costs, claims, suits, liabilities, expenses (including reasonable attorneys' fees) and damages arising out of or resulting from the use or sale by ATLANTIC of any Licensed Technology, except to the extent that such cost, claim, suit, expense or damage arose or resulted from any willful or negligent act or omission by ATLANTIC. DigiTarLLP's indemnification obligations hereunder shall be conditioned upon ATLANTIC: (i) giving reasonable notice to DigiTarLLP of any such claim or action, (ii) tendering the defense of such claim or action to DigiTarLLP, (iii) reasonably assisting DigiTarLLP (at DigiTarLLP's expense) in investigating and defending such claim or action, and (iv) not compromising or settling such claim or action without DigiTarLLP's prior consent.
Indemnification by Atlantic. Subject to the provisions of this ARTICLE IX, from and after the Closing, Atlantic will, severally and not jointly, indemnify and hold Sellers, SeqLL, and their Related Parties and permitted assigns (collectively, the “Seller/SeqLL Indemnified Parties”) harmless from and against, and pay to the applicable Seller/SeqLL Indemnified Parties the amount of, any Damages based upon, resulting from or related to:
(a) any Breach of any representation or warranty made by Atlantic in this Agreement or in any Ancillary Document;
(b) the Breach of any covenant or obligation of Atlantic in this Agreement or in any Ancillary Document; and
(c) any claim or assertion for broker’s or finder’s fees or expenses arising out of the Contemplated Transactions or this Agreement by any Person claiming to have been engaged by Atlantic or its Related Parties. Any claim or recovery available from SeqLL shall be limited to coverage under its existing Directors and Officers liability insurance policy in effect at the time of the Closing or under any subsequent insurance policy.
Indemnification by Atlantic. Atlantic shall indemnify, defend and hold ATM harmless from any claims, demands, liabilities, losses, damages, judgments or settlements, including all reasonable costs and expenses related thereto including attorney's fees, directly or indirectly resulting from any claimed infringement or violation of any copyright, patent or other intellectual property right with respect to their Products and Services, so long as the are used in accordance with this Agreement and any documentation or specifications provided by Atlantic.
Indemnification by Atlantic. ATLANTIC shall indemnify, defend and hold harmless DigiTarLLP and its directors, officers, employees, agents, Partners and affiliates from and against all costs, claims, suits, liabilities, expenses (including reasonable attorneys' fees) and damages arising out of or resulting from conduct by ATLANTIC of the Business, except to the extent that such cost, claim, suit, expense or damage arose or resulted from any willful or negligent act or omission by DigiTarLLP. Atlantic's indemnification obligations hereunder shall be conditioned upon DigiTarLLP (i) giving reasonable notice to ATLANTIC of any such claim or action, (ii) tendering the defense of such claim or action to ATLANTIC, (iii) reasonably assisting ATLANTIC (at ATLANTIC's expense) in investigating and defending such claim or action, and (iv) not compromising or settling such claim or action without ATLANTIC's prior consent.