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.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Hyperion Energy, Inc.), Stock Purchase Agreement (Hyperion Energy, Inc.)