Indemnity and Contribution by the Company and the Placement Agent Clause Samples
The "Indemnity and Contribution by the Company and the Placement Agent" clause sets out the obligations of both the company and the placement agent to protect each other from certain losses, damages, or liabilities that may arise in connection with the placement of securities. Typically, this clause details the circumstances under which one party must reimburse the other for legal costs or claims brought by third parties, such as allegations of misrepresentation or regulatory violations. Its core function is to allocate financial risk between the parties, ensuring that responsibility for specific types of claims is clearly defined and that both parties are protected from unforeseen liabilities during the transaction process.
Indemnity and Contribution by the Company and the Placement Agent. (a) Indemnification by the Company and the Bank. The Company and the Bank, jointly and severally, agree to indemnify, defend and hold harmless the Placement Agent, its affiliates, directors, officers and employees, and any person who controls the Placement Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any loss, expense, liability, damage or claim (including the reasonable cost of investigation) which, jointly or severally, the Placement Agent or any controlling person may incur under the Securities Act, the Exchange Act or otherwise (including in settlement of any litigation), insofar as such loss, expense, liability, damage or claim (or actions in respect thereof) arises out of or is based upon, in whole or in part:
(1) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereof), and any other information deemed to be part of the Registration Statement at the time of effectiveness, and at any subsequent time pursuant to the Securities Act or the Exchange Act, and the Prospectus, or any amendment or supplement thereto (including any documents filed under the Exchange Act and deemed to be incorporated by reference into the Prospectus), any Issuer Free Writing Prospectus that the Company has filed or was required to file with the Commission or any road show as defined in Rule 433(h) under the Securities Act, or any omission or alleged omission to state a material fact required to be stated therein, or necessary to make the statements made therein not misleading;
(2) any inaccuracy in the representations and warranties of the Company and the Bank contained herein;
(3) any investigation or proceeding by any governmental authority, commenced or threatened (whether or not the Placement Agent is a target of or party to such investigation or proceeding); or
(4) any failure of the Company or the Bank to perform its respective obligations hereunder or under law; and will reimburse the Placement Agent for any reasonable and documented legal or other expenses incurred by it in connection with investigating or defending against such loss, expense, liability, damage or claim; provided, however, the Company and the Bank shall not be liable in the case of each of clauses (1) through (4), insofar as any such loss, expense, liability, damage or claim arises out of or is based upon any untrue statement or alleged untrue statement of a ...
Indemnity and Contribution by the Company and the Placement Agent