Indemnification by the Issuer Clause Samples
The "Indemnification by the Issuer" clause requires the issuer to compensate certain parties, typically investors or underwriters, for losses, damages, or liabilities arising from specific actions or omissions related to the issuance of securities. In practice, this means that if a third party brings a claim against an investor due to misstatements in the issuer’s offering documents or other wrongful acts by the issuer, the issuer must cover the resulting costs, including legal fees. This clause serves to protect investors or underwriters from financial harm caused by the issuer’s conduct, thereby allocating risk and encouraging transparency and diligence in the issuance process.
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Indemnification by the Issuer. The Issuer will indemnify and hold harmless each Holder of Registrable Securities which are included in a registration statement pursuant to the provisions of Section 7 hereof and any underwriter (as defined in the Securities Act) for such Holder, and any person who controls such Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act or such underwriter within the meaning of the Securities Act, and any officer, director, investment adviser, employee, agent, partner, member or affiliate of such Holder (each, a “Holder Indemnified Party”), from and against, and will reimburse each such Holder Indemnified Party with respect to, any and all claims, actions, demands, losses, damages, liabilities, costs and reasonably incurred expenses to which such Holder or any such Holder Indemnified Party may become subject under the Securities Act or otherwise, insofar as such claims, actions, demands, losses, damages, liabilities, costs or reasonably incurred expenses arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in such registration statement, any prospectus contained therein or any amendment or supplement thereto, or arise out of or are based upon 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 (ii) any materially inaccurate representation or breach of any material warranty, agreement or covenant of the Issuer contained herein; provided, however, that the Issuer will not be liable in any such case to the extent that any such claim, action, demand, loss, damage, liability, cost or expense is caused by an untrue statement or alleged untrue statement or omission or alleged omission (1) made in conformity with information furnished by such Holder in writing specifically for use in the preparation thereof, or (2) which was cured in an amendment or supplement to the prospectus (or any amendment or supplement thereto) delivered to the Holder on a timely basis to permit proper delivery thereof prior to the date on which any Registrable Securities were transferred or sold.
Indemnification by the Issuer. The Issuer agrees to indemnify and hold harmless, to the full extent permitted by law, Philips and its respective officers, directors and employees and each Person who controls (within the meaning of the Securities Act or the Exchange Act) such Persons from and against any and all losses, claims, damages, liabilities (or actions or proceedings in respect thereof, whether or not such indemnified party is a party thereto) and expenses (including reasonable costs of investigation and legal expenses) (each, a “Loss” and collectively “Losses”), arising out of or based upon (i) any untrue or alleged untrue statement of a material fact contained in any Registration Statement under which such Registrable Securities were registered under the Securities Act (including any final, preliminary or summary Prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference therein) or (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus or preliminary Prospectus, in light of the circumstances under which they were made) not misleading; provided, however, that the Issuer shall not be liable to any indemnified party in any such case to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any such Registration Statement in reliance upon and in conformity with written information furnished to the Issuer by Philips expressly for use in the preparation thereof. This indemnity shall be in addition to any liability the Issuer may otherwise have.
Indemnification by the Issuer. The Issuer agrees to indemnify and hold harmless the Class B Note Purchasers and the Purchasers’ Agent, and any other Owners and any of their respective officers, directors, employees, agents, representatives, assignees and Affiliates (each an “Indemnified Party”) against any and all losses, claims, damages, liabilities or expenses (including legal and accounting fees) (collectively, “Losses”), as incurred (payable promptly upon written request), for or on account of or arising from or in connection with any breach of any representation, warranty or covenant of the Issuer in this Class B Note Purchase Agreement or in any certificate or other written material delivered pursuant hereto; provided, however, that the Issuer shall not be so required to indemnify any such Person or otherwise be liable to any such Person hereunder for any Losses arising from such Person’s negligence, willful misconduct or bad faith. Notwithstanding the foregoing, the Issuer shall not be liable for any settlement of any proceeding effected without its written consent
Indemnification by the Issuer. The Issuer agrees to indemnify, defend and hold the Subscriber (which term shall, for the purposes of this Section 9.1, include the Subscriber and its shareholders, managers, partners, directors, officers, members, employees, direct or indirect Subscriber, agents and affiliates and assignees and the stockholders, partners, directors, members, managers, officers, employees direct or indirect Subscriber and agents of such affiliates and assignees) harmless against any and all liabilities, loss, cost or damage, together with all reasonable costs and expenses related thereto (including reasonable legal and accounting fees and expenses), arising from, relating to, or connected with the untruth, inaccuracy or breach of any statement, representation, warranty or covenant of the Issuer contained in this Agreement.
Indemnification by the Issuer. The Issuer shall indemnify and hold harmless each Indemnified Party under clause (ii) of such definition from and against any and all losses, claims, actions, damages, liabilities and expenses (including reasonable expenses of investigation and reasonable attorneys’ fees and expenses), joint or several, (“Damages”) caused by, arising out of or relating to any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or prospectus relating to the Registrable Securities or any other securities held by the holders of Registrable Securities that are expressly included therein by the Issuer or any preliminary prospectus or free writing prospectus (as defined in Rule 405 promulgated under the Securities Act) (each, as amended or supplemented if the Issuer shall have furnished any amendments or supplements thereto) related thereto, or caused by or relating to any 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 caused by or related to any violation or alleged violation of the Securities Act or Exchange Act, except insofar as such Damages are caused by or related to any such untrue statement or omission or alleged untrue statement or omission so made in reliance upon and in conformity with information furnished in writing to the Issuer by such Holder or on such Holder’s behalf expressly for use therein. The indemnification provided for under this Section 3.01 shall remain in full force and effect regardless of any investigation made by or on behalf of an Indemnified Party or a subsequent Transfer by an Indemnified Party of its equity securities in the Issuer. No Holder shall be liable under this Section 3.01 for any Damages in excess of the net proceeds realized by such Holder in the sale of Registrable Securities of such Holder to which such Damages relate.
Indemnification by the Issuer. The Issuer shall indemnify each Recipient, within 10 Business Days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Issuer by a Noteholder (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Noteholder, shall be conclusive absent manifest error.
Indemnification by the Issuer. Subject to the terms and conditions of this Article V, the Issuer agrees to reimburse, indemnify and hold harmless the Investor, its directors, officers, employees, agents, representatives and its present and future affiliates (each, an “Investor Indemnified Party”) from, against and in respect of any and all demands, claims, actions or causes of action, assessments, losses, damages, liabilities, costs and expenses, including interest, penalties, and reasonable attorneys’ fees and disbursements (collectively, “Losses”) incurred by any Investor Indemnified Party resulting from, or that exist, relate, or arise due to, any of the following (collectively, “Investor Claims”):
(a) prior to their expiration in accordance with Section 6.3, any breach of any representation or warranty made by the Issuer in this Agreement;
(b) the nonfulfillment of any covenant or agreement of the Issuer pursuant to this Agreement; and
(c) any and all actions, suits, proceedings, claims or demands incident to any of the foregoing or initiated to enforce the indemnification provisions herein.
Indemnification by the Issuer. The Issuer shall indemnify each Credit Party, within ten days after demand therefor, for the full amount of any (I) Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by such Credit Party or required to be withheld or deducted from a payment to such Credit Party and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority and (II) any increase in U.S. or Luxembourg Taxes that arise because an Advance or Note is treated as equity for (x) U.S. federal, state, local or income or franchise Tax purposes or (y) Luxembourg Tax purposes rather than as intended under Section 5.03(j) (such indemnification will include U.S. federal, state, or local income and franchise Taxes and Luxembourg income Taxes) except to the extent that any such Tax (or increase in Tax) is not otherwise addressed in clause (I) above. A certificate as to the amount of such payment or liability delivered to the Issuer by a Credit Party (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Credit Party, shall be conclusive absent manifest error.
Indemnification by the Issuer. The Issuer and the Control ----------------------------- Shareholders shall indemnify, hold harmless, and reimburse BSM and its shareholders, officers and directors from and against any and all claims, losses, damages, liabilities, diminution of value and costs and related expenses (including without limitation, settlement costs and any legal or other fees or expenses for investigating or defending any actions or threatened actions), whether or not involving a third party claim, reasonably incurred by BSM in connection with any of the following: (1) any misrepresentation or breach of any warranty made by the Issuer or any of its subsidiaries under this Agreement as to which a notice is given under paragraph iii. below within the time period specified in Section 14.x. below; (2) the non-fulfillment or breach of any covenant, agreement, or obligation of the Issuer or any of its subsidiaries contained in or contemplated by this Agreement that occurs prior to the Closing; and
Indemnification by the Issuer. The Issuer shall, notwithstanding any termination of this Agreement, indemnify and hold harmless each Holder, its permitted assignees, officers, directors, agents, brokers (including brokers who offer and sell Registrable Securities as principal as a result of a pledge or any failure to perform under a margin call of Issuer Common Stock), underwriters, investment advisors and employees, each Person who controls any such Holder or permitted assignee (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, agents and employees of each such controlling Person, and the respective successors, assigns, estate and personal representatives of each of the foregoing, to the fullest extent permitted by applicable law, from and against any and all claims, losses, damages, liabilities, penalties, judgments, costs (including, without limitation, costs of investigation) and expenses (including, without limitation, reasonable attorneys’ fees and expenses) (collectively, “Losses”), arising out of or relating to any untrue or alleged untrue statement of a material fact contained in the Registration Statement, any Prospectus, as supplemented or amended, if applicable, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, except (i) to the extent, but only to the extent, that such untrue statements or omissions or alleged untrue statements or omissions are based upon information regarding such Holder furnished in writing to the Issuer by such Holder expressly for use in such Registration Statement, such Prospectus or in any amendment or supplement thereto; or (ii) in the case of an occurrence of an event of the type specified in Section 3.1(d)(ii)-(v), the use by a Holder of an outdated or defective Prospectus, but only if and to the extent that following such receipt the misstatement or omission giving rise to such Loss would have been corrected; provided, however, that the indemnity agreement contained in this Section 5.1 shall not apply to amounts paid in settlement of any Losses if such settlement is effected without the prior written consent of the Issuer, which consent shall not be unreasonably withheld. The Issuer shall notify such Holder promptly of th...