Purchaser Indemnification. From and after the Closing, Seller Parties hereby agree to jointly and severally indemnify and defend and hold harmless Purchaser and its Affiliates and each of their respective directors, officers, employees, equity holders, managers, members, agents, successors and assigns (collectively, the “Purchaser Indemnified Persons”) from, against and in respect of, and to promptly pay to or reimburse a Purchaser Indemnified Person for, any and all liabilities (whether contingent, fixed or unfixed, liquidated or unliquidated, or otherwise), obligations, injuries, deficiencies, demands, debts, Taxes, Encumbrances, claims, suits, actions, causes of action, assessments, losses, charges, costs, expenses, expenditures, interest, fines, penalties, actual or punitive damages, or costs or expenses of any and all investigations, proceedings, judgments, environmental analyses, remediations, settlements, and compromises (including reasonable fees and expenses of attorneys, accountants, and other expenses (individually and collectively the “Losses”) incurred, suffered, sustained or required to be paid by a Purchaser Indemnified Person relating to, resulting from, arising out of, or otherwise by virtue of any of the following: (a) any misrepresentation of, breach of, or inaccuracy in any representation or warranty made by any Seller Party in this Agreement or any Transaction Documents; (b) any non-fulfillment, non-performance, or breach of any agreement, covenant or condition on the part of any Seller Party made herein or to be performed, complied with or fulfilled under this Agreement or any Transaction Documents; (c) any violations of or obligations under any Environmental and Safety Requirements relating to acts, omissions, circumstances or conditions to the extent existing or arising prior to the Closing Date, whether or not such acts, omissions, circumstances, or conditions constituted a violation of any Environmental and Safety Requirements as then in effect; (d) any action, demand, proceeding, investigation or claim (whenever made) by any third party against or affecting a Purchaser Indemnified Party relating to any personal injury or property damage caused, or alleged to be caused, by any service provided or product sold, delivered or serviced by any Seller Party or any of Seller’s Employees prior to the Closing; (e) any assertion against a Purchaser Indemnified Person for any amounts provided for hereunder that any Seller Party is obligated to pay, satisfy or discharge, including, without limitation, the Excluded Liabilities and any amounts provided for in Section 2.4 above; (f) any claim for payment of fees and/or expenses as a broker or finder in connection with the transactions contemplated herein and based upon any agreement between the claimant and any of the Seller Parties; (g) any Taxes that are the responsibility of any of the Seller Parties pursuant to the terms hereof; (h) the failure of any Seller Party to comply with any bulk sales law and other similar laws in any applicable jurisdiction in respect of the transactions contemplated in this Agreement; or (i) any Legal Proceeding incident to any of the foregoing.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Inspire Veterinary Partners, Inc.), Asset Purchase Agreement (Inspire Veterinary Partners, Inc.)
Purchaser Indemnification. From Each Purchaser holding Registrable Securities will, if Registrable Securities held by such Purchaser are included in the securities as to which such registration is being effected, severally and after not jointly, indemnify the ClosingCompany, Seller Parties hereby agree each of its directors and officers, other holders of the Company’s securities covered by such Registration Statement, each Person who controls the Company within the meaning of Section 15 of the Securities Act, and each such holder, each of its officers and directors and each Person controlling such holder within the meaning of Section 15 of the Securities Act, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on: (A) any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement, prospectus, offering circular or other document, or any omission (or alleged omission) to jointly state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, to the extent, and severally indemnify only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement, prospectus, offering circular or other document in reliance upon and defend and hold harmless in conformity with written information furnished to the Company by an instrument duly executed by such Purchaser and its Affiliates stated to be specifically for use therein; or (B) any violation by such Purchaser of the Securities Act, the Exchange Act, state securities laws or any rule or regulation promulgated under such laws applicable to such Purchaser, and in each of their respective case, such Purchaser will reimburse the Company, each other holder, and directors, officers, employeespersons, equity holders, managers, members, agents, successors underwriters or control persons of the Company and assigns (collectively, the “Purchaser Indemnified Persons”) from, against and in respect of, and to promptly pay to other holders for any legal or reimburse a Purchaser Indemnified Person for, any and all liabilities (whether contingent, fixed or unfixed, liquidated or unliquidated, or otherwise), obligations, injuries, deficiencies, demands, debts, Taxes, Encumbrances, claims, suits, actions, causes of action, assessments, losses, charges, costs, expenses, expenditures, interest, fines, penalties, actual or punitive damages, or costs or expenses of any and all investigations, proceedings, judgments, environmental analyses, remediations, settlements, and compromises (including reasonable fees and expenses of attorneys, accountants, and other expenses (individually and collectively the “Losses”) reasonably incurred, sufferedas such expenses are incurred, sustained or required to be paid by a Purchaser Indemnified Person relating to, resulting from, arising out of, or otherwise by virtue of any of the following:
(a) any misrepresentation of, breach of, or inaccuracy in any representation or warranty made by any Seller Party in this Agreement or any Transaction Documents;
(b) any non-fulfillment, non-performance, or breach of any agreement, covenant or condition on the part of any Seller Party made herein or to be performed, complied with or fulfilled under this Agreement or any Transaction Documents;
(c) any violations of or obligations under any Environmental and Safety Requirements relating to acts, omissions, circumstances or conditions to the extent existing or arising prior to the Closing Date, whether or not such acts, omissions, circumstances, or conditions constituted a violation of any Environmental and Safety Requirements as then in effect;
(d) any action, demand, proceeding, investigation or claim (whenever made) by any third party against or affecting a Purchaser Indemnified Party relating to any personal injury or property damage caused, or alleged to be caused, by any service provided or product sold, delivered or serviced by any Seller Party or any of Seller’s Employees prior to the Closing;
(e) any assertion against a Purchaser Indemnified Person for any amounts provided for hereunder that any Seller Party is obligated to pay, satisfy or discharge, including, without limitation, the Excluded Liabilities and any amounts provided for in Section 2.4 above;
(f) any claim for payment of fees and/or expenses as a broker or finder in connection with investigating or defending any such claim, loss, damage, liability or action; provided, that the transactions contemplated herein and based upon indemnity agreement contained in this Section 10.9(b) shall not apply to amounts paid in settlement of any agreement between such loss, claim, damage, liability or action if such settlement is effected without the claimant and consent of such indemnifying Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed). The liability of any Purchaser for indemnification under this Section 10.9(b) in its capacity as a seller of Registrable Securities shall not exceed the amount of net proceeds to such Purchaser of the Seller Parties;
(g) any Taxes that are the responsibility of any of the Seller Parties pursuant to the terms hereof;
(h) the failure of any Seller Party to comply with any bulk sales law and other similar laws securities sold in any applicable jurisdiction in respect of the transactions contemplated in this Agreement; or
(i) any Legal Proceeding incident to any of the foregoingsuch registration.
Appears in 1 contract
Sources: Securities Purchase Agreement (La Jolla Pharmaceutical Co)
Purchaser Indemnification. From and after the Closing, Seller Parties hereby agree to jointly and severally indemnify and the Purchasers shall, on a several but not joint basis, indemnify, defend and hold harmless Purchaser the Company and its Affiliates Subsidiaries (and each of their respective the officers, directors, officers, employees, equity holderspartners, managers, members, agents, successors members and assigns Affiliates of each of the foregoing) from and against all Damages incurred or suffered by such Persons:
(collectively, the “Purchaser Indemnified Persons”a) from, against and caused by or arising out of or resulting from any Purchaser’s breach of any of its covenants or agreements contained in respect of, and to promptly pay to Article IX; or
(b) caused by or reimburse arising out of or resulting from any breach of any representation or warranty made by a Purchaser contained in Article VIII of this Agreement, as of the Closing Date, as if made on such date, except for any representation and warranty which speaks as of a particular date, in which case, as of such particular date, or in the certificate delivered by such Purchaser at Closing pursuant to Section 5.3; even if such Damages are caused in whole or in part by the negligence (whether sole, joint, or concurrent), strict liability, or other legal fault of any Indemnified Person, but excepting in each case Damages against which the Company would be required to indemnify a Purchaser (or related Indemnified Person) under Section 11.2(b) at the time the claim notice is presented by the Company. “Damages” for purposes of this Article XI, means the amount of any liability, loss (including diminution of value), cost, expense, claim, award, or judgment incurred or suffered by any Indemnified Person forarising out of or resulting from the indemnified matter, any and all liabilities (whether contingentattributable to personal injury or death, fixed or unfixedproperty damage, liquidated or unliquidated, or otherwise), obligations, injuries, deficiencies, demands, debts, Taxes, Encumbrances, contract claims, suits, actions, causes of action, assessments, losses, charges, costs, expenses, expenditures, interest, fines, penalties, actual torts or punitive damages, or costs or expenses of any and all investigations, proceedings, judgments, environmental analyses, remediations, settlements, and compromises (otherwise including reasonable fees and expenses of attorneys, consultants, accountants, or other agents and other expenses (individually experts reasonably incident to matters indemnified against, and collectively the “Losses”) incurredcosts of investigation and/or monitoring of such matters, suffered, sustained or required to be paid by a Purchaser Indemnified Person relating to, resulting from, arising out of, or otherwise by virtue and the costs of any enforcement of the following:
(a) any misrepresentation of, breach of, or inaccuracy in any representation or warranty made by any Seller Party in this Agreement or any Transaction Documents;
(b) any non-fulfillment, non-performance, or breach of any agreement, covenant or condition on the part of any Seller Party made herein or to be performed, complied with or fulfilled under this Agreement or any Transaction Documents;
(c) any violations of or obligations under any Environmental and Safety Requirements relating to acts, omissions, circumstances or conditions to the extent existing or arising prior to the Closing Date, whether or not such acts, omissions, circumstances, or conditions constituted a violation of any Environmental and Safety Requirements as then in effect;
(d) any action, demand, proceeding, investigation or claim (whenever made) by any third party against or affecting a Purchaser Indemnified Party relating to any personal injury or property damage caused, or alleged to be caused, by any service provided or product sold, delivered or serviced by any Seller Party or any of Seller’s Employees prior to the Closing;
(e) any assertion against a Purchaser Indemnified Person for any amounts provided for hereunder that any Seller Party is obligated to pay, satisfy or discharge, including, without limitation, the Excluded Liabilities and any amounts provided for in Section 2.4 above;
(f) any claim for payment of fees and/or expenses as a broker or finder in connection with the transactions contemplated herein and based upon any agreement between the claimant and any of the Seller Parties;
(g) any Taxes that are the responsibility of any of the Seller Parties pursuant to the terms hereof;
(h) the failure of any Seller Party to comply with any bulk sales law and other similar laws in any applicable jurisdiction in respect of the transactions contemplated in this Agreement; or
(i) any Legal Proceeding incident to any of the foregoingindemnity.
Appears in 1 contract
Sources: Securities Purchase Agreement (Prospect Global Resources Inc.)
Purchaser Indemnification. From Each Purchaser holding Registrable Securities will, if Registrable Securities held by such Purchaser are included in the securities as to which such registration is being effected, severally and after not jointly, indemnify the ClosingCompany, Seller Parties hereby agree each of its directors and officers, other holders of the Company’s securities covered by such Registration Statement, each person who controls the Company within the meaning of Section 15 of the Securities Act, and each such holder, each of its officers and directors and each person controlling such holder within the meaning of Section 15 of the Securities Act, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on: (A) any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement, prospectus, offering circular or other document, or any omission (or alleged omission) to jointly state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, to the extent, and severally indemnify only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement, prospectus, offering circular or other document in reliance upon and defend and hold harmless in conformity with written information furnished to the Company by an instrument duly executed by such Purchaser and its Affiliates stated to be specifically for use therein, or (B) any violation by such Purchaser of the Securities Act, the Exchange Act, state securities laws or any rule or regulation promulgated under such laws applicable to such Purchaser, and in each of their respective case, such Purchaser will reimburse the Company, each other holder, and directors, officers, employeespersons, equity holders, managers, members, agents, successors underwriters or control persons of the Company and assigns (collectively, the “Purchaser Indemnified Persons”) from, against and in respect of, and to promptly pay to other holders for any legal or reimburse a Purchaser Indemnified Person for, any and all liabilities (whether contingent, fixed or unfixed, liquidated or unliquidated, or otherwise), obligations, injuries, deficiencies, demands, debts, Taxes, Encumbrances, claims, suits, actions, causes of action, assessments, losses, charges, costs, expenses, expenditures, interest, fines, penalties, actual or punitive damages, or costs or expenses of any and all investigations, proceedings, judgments, environmental analyses, remediations, settlements, and compromises (including reasonable fees and expenses of attorneys, accountants, and other expenses (individually and collectively the “Losses”) reasonably incurred, sufferedas such expenses are incurred, sustained or required to be paid by a Purchaser Indemnified Person relating to, resulting from, arising out of, or otherwise by virtue of any of the following:
(a) any misrepresentation of, breach of, or inaccuracy in any representation or warranty made by any Seller Party in this Agreement or any Transaction Documents;
(b) any non-fulfillment, non-performance, or breach of any agreement, covenant or condition on the part of any Seller Party made herein or to be performed, complied with or fulfilled under this Agreement or any Transaction Documents;
(c) any violations of or obligations under any Environmental and Safety Requirements relating to acts, omissions, circumstances or conditions to the extent existing or arising prior to the Closing Date, whether or not such acts, omissions, circumstances, or conditions constituted a violation of any Environmental and Safety Requirements as then in effect;
(d) any action, demand, proceeding, investigation or claim (whenever made) by any third party against or affecting a Purchaser Indemnified Party relating to any personal injury or property damage caused, or alleged to be caused, by any service provided or product sold, delivered or serviced by any Seller Party or any of Seller’s Employees prior to the Closing;
(e) any assertion against a Purchaser Indemnified Person for any amounts provided for hereunder that any Seller Party is obligated to pay, satisfy or discharge, including, without limitation, the Excluded Liabilities and any amounts provided for in Section 2.4 above;
(f) any claim for payment of fees and/or expenses as a broker or finder in connection with investigating or defending any such claim, loss, damage, liability or action; provided, that the transactions contemplated herein and based upon indemnity agreement contained in this Section 13.8(b) shall not apply to amounts paid in settlement of any agreement between such loss, claim, damage, liability or action if such settlement is effected without the claimant and consent of such indemnifying Purchaser. The liability of any Purchaser for indemnification under this Section 13.8(b) in its capacity as a seller of Registrable Securities shall not exceed the amount of net proceeds to such Purchaser of the Seller Parties;
(g) any Taxes that are the responsibility of any of the Seller Parties pursuant to the terms hereof;
(h) the failure of any Seller Party to comply with any bulk sales law and other similar laws securities sold in any applicable jurisdiction in respect of the transactions contemplated in this Agreement; or
(i) any Legal Proceeding incident to any of the foregoingsuch registration.
Appears in 1 contract
Sources: Note Purchase Agreement (Heron Therapeutics, Inc. /De/)
Purchaser Indemnification. From In addition to all of the Purchaser's other ------------------------- obligations under this Agreement and after the ClosingTransaction Documents, Seller Parties hereby agree to jointly and severally the Purchaser shall defend, protect, indemnify and defend and hold harmless Purchaser the Company, its past and its present Affiliates and each of their respective directors, officers, employees, equity holders, managers, members, agents, successors and assigns (in accordance with the provisions of Section 6.5 hereof), each other holder of the M Shares and all of their stockholders, officers, directors, employees and direct or indirect investors and any of the foregoing Person's agents or other representatives (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the “Purchaser Indemnified Persons”"Indemnitees") from, ----------- from and against and in respect of, and to promptly pay to or reimburse a Purchaser Indemnified Person for, any and all liabilities (whether contingent, fixed or unfixed, liquidated or unliquidated, or otherwise), obligations, injuries, deficiencies, demands, debts, Taxes, Encumbrances, claims, suits, actions, causes of action, assessmentssuits, claims, losses, chargesproceedings, costs, expenses, expenditures, interest, finescosts (as incurred), penalties, actual or punitive fees (including legal fees and expenses), liabilities and damages, or costs or and expenses in connection therewith (irrespective of whether any and all investigations, proceedings, judgments, environmental analyses, remediations, settlementssuch Indemnity is a party to the action for which indemnification hereunder is sought), and compromises (including reasonable interest, penalties and attorneys' fees and expenses of attorneysdisbursements (the "Indemnified Liabilities"), accountantsincurred by ----------------------- any Indemnitee as a result of, and other expenses (individually and collectively the “Losses”) incurred, suffered, sustained or required to be paid by a Purchaser Indemnified Person relating to, resulting from, arising out of, or otherwise by virtue of any of the following:
relating to (a) any misrepresentation of, or breach of, or inaccuracy in of any representation or warranty made by any Seller Party the Purchaser in this Agreement or any in the Transaction Documents;
, or any other certificate, instrument or document contemplated hereby or thereby or (b) any non-fulfillment, non-performance, or breach of any agreementcovenant, covenant agreement or condition on obligation of the part Purchaser contained in this Agreement or the Transaction Documents, or any other certificate, instrument or document contemplated hereby or thereby. The indemnification obligations of the Purchaser under this paragraph shall be in addition to any liability which the Purchaser may otherwise have, shall extend upon the same terms and conditions to any affiliate of the Company and officers, directors, agents, employees and controlling Persons (if any), as the case may be, of the Company and any such affiliate, and shall be binding upon and inure to the benefit of any Seller Party made herein successors, assigns, heirs and personal representatives of the Purchaser, the Company and any such affiliate and any such Person. The Purchaser also agrees that neither the Company nor any such Affiliates, officers, directors, agents, employees or controlling Persons shall have any liability to be performed, complied the Purchaser or any Person asserting claims on behalf of or in right of the Purchaser in connection with or fulfilled under as a result of the consummation of this Agreement or any of the Transaction Documents;
(c) any violations of or obligations under any Environmental and Safety Requirements relating to acts, omissions, circumstances or conditions Documents except to the extent existing or arising prior to the Closing Date, whether or not such acts, omissions, circumstances, or conditions constituted a violation of any Environmental and Safety Requirements as then in effect;
(d) any action, demand, proceeding, investigation or claim (whenever made) by any third party against or affecting a Purchaser Indemnified Party relating to any personal injury or property damage caused, or alleged to be caused, by any service provided or product sold, delivered or serviced by any Seller Party or any of Seller’s Employees prior to the Closing;
(e) any assertion against a Purchaser Indemnified Person for any amounts provided for hereunder that any Seller Party is obligated to paylosses, satisfy claims, damages, liabilities or discharge, including, without limitation, expenses incurred by the Excluded Liabilities and any amounts provided for in Section 2.4 above;
(f) any claim for payment Purchaser result from the gross negligence or willful misconduct of fees and/or expenses as a broker the Company or finder entity in connection with the transactions contemplated herein by this Agreement or the Transaction Documents. To the extent that the foregoing undertaking by the Purchaser may be unenforceable for any reason, the Purchaser shall make the maximum contribution to the payment and based upon any agreement between the claimant and any satisfaction of each of the Seller Parties;
(g) any Taxes that are the responsibility of any of the Seller Parties pursuant to the terms hereof;
(h) the failure of any Seller Party to comply with any bulk sales law and other similar laws in any Indemnified Liabilities which is permissible under applicable jurisdiction in respect of the transactions contemplated in this Agreement; or
(i) any Legal Proceeding incident to any of the foregoinglaw.
Appears in 1 contract
Sources: Securities Purchase Agreement (Satcon Technology Corp)
Purchaser Indemnification. From Seller and after the Closing▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ agree, Seller Parties hereby agree to jointly and severally and all other Shareholders agree, severally up to their proportionate percentage equity interest in Seller as of the Closing and not jointly, to indemnify and defend and hold harmless Purchaser each Purchaser, and its Affiliates and each of their respective officers, directors, officersagents, employeesAffiliates, equity holders, managers, members, agentsrepresentatives, successors and assigns after the Closing (collectively, the “Purchaser Indemnified PersonsIndemnitees”) from, against from and in respect ofagainst, and to promptly pay to or shall reimburse a each Purchaser Indemnified Person Indemnitee on demand for, any and all liabilities (whether contingent, fixed direct or unfixed, liquidated or unliquidated, or otherwise), obligations, injuries, deficiencies, demands, debts, Taxes, Encumbrances, indirect claims, suits, actionsActions, causes of actionproceedings, assessmentsLiabilities, lossesobligations, charges, costs, expenses, expenditures, interestjudgments, fines, penalties, actual or punitive claims, losses, damages, or costs or and expenses of any and all investigationskind (including, proceedingswithout limitation, judgments, environmental analyses, remediations, settlements, and compromises (including the reasonable fees and expenses disbursements of attorneyscounsel, accountants, accountants and other experts whether incurred in connection with any of the foregoing or in connection with any investigative, administrative or adjudicative proceeding, whether or not such Purchaser Indemnitee shall be designated a party thereto), together with any and all reasonable costs and expenses associated with the investigation of the same and/or the enforcement of the provisions hereof and thereof but in no event consequential damages (individually and collectively the collectively, “Losses”) incurred), suffered, sustained or required to which may be paid incurred by a such Purchaser Indemnified Person Indemnitee relating to, based upon, resulting from, from or arising out of, or otherwise by virtue of any of the following:
(a) any misrepresentation of, the breach of, or inaccuracy in of any representation or warranty made by Seller or any Seller Party Shareholder in this Agreement or in any Transaction DocumentsRelated Document (other than the Employment Agreements) as of the date hereof and as of the Closing Date;
(b) any non-fulfillment, non-performance, or the breach of any agreement, covenant or condition on the part obligation of Seller or any Seller Party made herein or to be performed, complied with or fulfilled under Shareholder contained in this Agreement or in any Transaction DocumentsRelated Document (other than the Employment Agreements);
(c) any violations of or obligations under any Environmental and Safety Requirements relating to acts, omissions, circumstances or conditions to the extent existing or arising prior to the Closing Date, whether or not such acts, omissions, circumstances, or conditions constituted a violation of any Environmental and Safety Requirements as then in effectExcluded Liabilities;
(d) any actionLiability incurred by Seller, demand, proceeding, investigation any Shareholder or claim (whenever made) by their respective Affiliates to pay any third party against fee or affecting a Purchaser Indemnified Party relating commission to any personal injury broker, finder, investment banker or property damage caused, or alleged to be caused, by any service provided or product sold, delivered or serviced by any Seller Party or any of Seller’s Employees prior to the Closing;
(e) any assertion against a Purchaser Indemnified Person for any amounts provided for hereunder that any Seller Party is obligated to pay, satisfy or discharge, including, without limitation, the Excluded Liabilities and any amounts provided for in Section 2.4 above;
(f) any claim for payment of fees and/or expenses as a broker or finder other intermediary in connection with the transactions contemplated herein and based upon any agreement between the claimant and any of the Seller Parties;
(g) any Taxes that are the responsibility of any of the Seller Parties pursuant to the terms hereof;
(h) the failure of any Seller Party to comply with any bulk sales law and by this Agreement other similar laws in any applicable jurisdiction in respect of the transactions contemplated in this Agreementthan Bentley Associates; or
(ie) any Legal Proceeding incident misrepresentation contained in any certificate or other document furnished by or on behalf of Seller or any Shareholder pursuant to this Agreement or in any of Related Document (other than the foregoingEmployment Agreements).
Appears in 1 contract
Purchaser Indemnification. From and after the Closing, Seller Parties hereby agree to jointly and severally indemnify and defend and hold harmless Purchaser and its Affiliates and each of their respective directors, officers, employees, equity holders, managers, members, agents, successors and assigns (collectively, the “Purchaser Indemnified Persons”) from, against and in respect of, and to promptly pay to or reimburse a Purchaser Indemnified Person for, any and all liabilities (whether contingent, fixed or unfixed, liquidated or unliquidated, or otherwise), obligations, injuries, deficiencies, demands, debts, Taxes, Encumbrances, claims, suits, actions, causes of action, assessments, losses, charges, costs, expenses, expenditures, interest, fines, penalties, actual or punitive damages, or costs or expenses of any and all investigations, proceedings, judgments, environmental analyses, remediations, settlements, and compromises (including reasonable fees and expenses of attorneys, accountants, and other expenses (individually and collectively the “Losses”) incurred, suffered, sustained or required to be paid by a Purchaser Indemnified Person relating to, resulting from, arising out of, or otherwise by virtue of any of the following:
(a) any misrepresentation of, breach of, or inaccuracy in any representation or warranty made by any Seller Party in this Agreement or any Transaction Documents;
(b) any non-fulfillment, non-performance, or breach of any agreement, covenant or condition on the part of any Seller Party made herein or to be performed, complied with or fulfilled under this Agreement or any Transaction Documents;
(c) any violations of or obligations under any Environmental and Safety Requirements relating to acts, omissions, circumstances or conditions to the extent existing or arising prior to the Closing Date, whether or not such acts, omissions, circumstances, or conditions constituted a violation of any Environmental and Safety Requirements as then in effect;
(d) any action, demand, proceeding, investigation or claim (whenever made) by any third party against or affecting a Purchaser Indemnified Party relating to any personal injury or property damage caused, or alleged to be caused, by any service provided or product sold, delivered or serviced by any Seller Party or any of Seller’s Employees prior to the Closing;
(e) any assertion against a Purchaser Indemnified Person for any amounts provided for hereunder that any Seller Party is obligated to pay, satisfy or discharge, including, without limitation, the Excluded Liabilities and any amounts provided for in Section 2.4 above;
(f) any claim for payment of fees and/or expenses as a broker or finder in connection with the transactions contemplated herein and based upon any agreement between the claimant and any of the Seller Parties;
(g) any Taxes that are the responsibility of any of the Seller Parties pursuant to the terms hereof;
(h) the failure of any Seller Party to comply with any bulk sales law and other similar laws in any applicable jurisdiction in respect of the transactions contemplated in this Agreement;
(i) any liabilities or obligations that accrue or result from any conditions, events, or activities occurring or existing before the Closing Date with respect to the Assets or otherwise relating to the Practice or the operation thereof; or
(ij) any Legal Proceeding incident to any of the foregoing.
Appears in 1 contract
Sources: Asset Purchase Agreement (Inspire Veterinary Partners, Inc.)
Purchaser Indemnification. From Each Purchaser holding Registrable Securities will, if Registrable Securities held by such Purchaser are included in the securities as to which such registration is being effected, severally and after not jointly, indemnify the ClosingCompany, Seller Parties hereby agree to jointly each of its directors and severally indemnify and defend and hold harmless Purchaser and its Affiliates officers, other holders of the Company’s securities covered by such Registration Statement, each person who controls the Company within the meaning of Section 15 of the Securities Act, and each such holder, each of their respective its officers and directors and each person controlling such holder within the meaning of Section 15 of the Securities Act, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on: (A) any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement, prospectus, offering circular or other document, or 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, to the extent, and only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by an instrument duly executed by such ▇▇▇▇▇▇▇▇▇ and stated to be specifically for use therein, or (B) any violation by such Purchaser of the Securities Act, the Exchange Act, state securities laws or any rule or regulation promulgated under such laws applicable to such Purchaser, and in each case, such Purchaser will reimburse the Company, each other holder, and directors, officers, employeespersons, equity holders, managers, members, agents, successors underwriters or control persons of the Company and assigns (collectively, the “Purchaser Indemnified Persons”) from, against and in respect of, and to promptly pay to other holders for any legal or reimburse a Purchaser Indemnified Person for, any and all liabilities (whether contingent, fixed or unfixed, liquidated or unliquidated, or otherwise), obligations, injuries, deficiencies, demands, debts, Taxes, Encumbrances, claims, suits, actions, causes of action, assessments, losses, charges, costs, expenses, expenditures, interest, fines, penalties, actual or punitive damages, or costs or expenses of any and all investigations, proceedings, judgments, environmental analyses, remediations, settlements, and compromises (including reasonable fees and expenses of attorneys, accountants, and other expenses (individually and collectively the “Losses”) reasonably incurred, sufferedas such expenses are incurred, sustained or required to be paid by a Purchaser Indemnified Person relating to, resulting from, arising out of, or otherwise by virtue of any of the following:
(a) any misrepresentation of, breach of, or inaccuracy in any representation or warranty made by any Seller Party in this Agreement or any Transaction Documents;
(b) any non-fulfillment, non-performance, or breach of any agreement, covenant or condition on the part of any Seller Party made herein or to be performed, complied with or fulfilled under this Agreement or any Transaction Documents;
(c) any violations of or obligations under any Environmental and Safety Requirements relating to acts, omissions, circumstances or conditions to the extent existing or arising prior to the Closing Date, whether or not such acts, omissions, circumstances, or conditions constituted a violation of any Environmental and Safety Requirements as then in effect;
(d) any action, demand, proceeding, investigation or claim (whenever made) by any third party against or affecting a Purchaser Indemnified Party relating to any personal injury or property damage caused, or alleged to be caused, by any service provided or product sold, delivered or serviced by any Seller Party or any of Seller’s Employees prior to the Closing;
(e) any assertion against a Purchaser Indemnified Person for any amounts provided for hereunder that any Seller Party is obligated to pay, satisfy or discharge, including, without limitation, the Excluded Liabilities and any amounts provided for in Section 2.4 above;
(f) any claim for payment of fees and/or expenses as a broker or finder in connection with investigating or defending any such claim, loss, damage, liability or action; provided, that the transactions contemplated herein and based upon indemnity agreement contained in this Section 12.8(b) shall not apply to amounts paid in settlement of any agreement between such loss, claim, damage, liability or action if such settlement is effected without the claimant and consent of such indemnifying Purchaser. The liability of any Purchaser for indemnification under this Section 12.8(b) in its capacity as a seller of Registrable Securities shall not exceed the amount of net proceeds to such Purchaser of the Seller Parties;
(g) any Taxes that are the responsibility of any of the Seller Parties pursuant to the terms hereof;
(h) the failure of any Seller Party to comply with any bulk sales law and other similar laws securities sold in any applicable jurisdiction in respect of the transactions contemplated in this Agreement; or
(i) any Legal Proceeding incident to any of the foregoingsuch registration.
Appears in 1 contract
Sources: Note Purchase Agreement (Rubric Capital Management LP)
Purchaser Indemnification. From and after The Purchaser (the Closing, Seller Parties hereby agree “Indemnifying Party”) agrees to jointly and severally indemnify and defend and hold harmless Purchaser the Seller and its Affiliates and each of their respective officers, directors, officers, employees, equity holdersaffiliates, managersadvisors, membersagents and controlling persons (each, agentsan “Indemnified Person”) from and against any and all losses, successors claims, damages and assigns liabilities, joint or several (collectively, the “Purchaser Indemnified PersonsObligations”) from), against and in respect of, and to promptly pay to or reimburse a Purchaser which an Indemnified Person for, may become subject arising directly out of or directly in connection with any and all liabilities (whether contingent, fixed or unfixed, liquidated or unliquidated, or otherwise), obligations, injuries, deficiencies, demands, debts, Taxes, Encumbrances, claims, suits, actions, causes breach of action, assessments, losses, charges, costs, expenses, expenditures, interest, fines, penalties, actual or punitive damages, or costs or expenses of any and all investigations, proceedings, judgments, environmental analyses, remediations, settlements, and compromises (including reasonable fees and expenses of attorneys, accountants, and other expenses (individually and collectively the “Losses”) incurred, suffered, sustained or required to be paid by a Purchaser Indemnified Person relating to, resulting from, arising out of, or otherwise by virtue of any of the following:
(a) any misrepresentation of, breach of, or inaccuracy in any representation or warranty made or repeated or deemed to have been made or repeated by any Seller Party the Purchaser in this Agreement Confirmation or the Agreement, or any Transaction Documents;
(b) failure by the Purchaser to comply with or perform any non-fulfillment, non-performance, agreement or breach of any agreement, covenant or condition on the part of any Seller Party made herein or obligation to be performed, complied with or fulfilled under performed by the Purchaser pursuant to this Agreement Confirmation or the Agreement, or any Transaction Documents;
(c) any violations of or obligations under any Environmental and Safety Requirements relating to actsclaim, omissions, circumstances or conditions to the extent existing or arising prior to the Closing Date, whether or not such acts, omissions, circumstances, or conditions constituted a violation of any Environmental and Safety Requirements as then in effect;
(d) any action, demand, proceedinglitigation, investigation or claim (whenever made) by any third party against or affecting a Purchaser Indemnified Party proceeding relating to any personal injury or property damage causedthereto, or alleged to be caused, by any service provided or product sold, delivered or serviced by any Seller Party or regardless of whether any of Sellersuch Indemnified Person is a party thereto, and to reimburse, within 30 days, following Purchaser’s Employees prior to the Closing;
(e) any assertion against receipt of a Purchaser written request therefor, each such Indemnified Person for any amounts provided for hereunder that any Seller Party is obligated to pay, satisfy reasonable legal or discharge, including, without limitation, the Excluded Liabilities and any amounts provided for in Section 2.4 above;
(f) any claim for payment of fees and/or other expenses as a broker or finder incurred in connection with the transactions contemplated herein and based upon any agreement between the claimant and any of the Seller Parties;
(g) any Taxes that are the responsibility of any of the Seller Parties pursuant to the terms hereof;
(h) the failure of any Seller Party to comply with any bulk sales law and other similar laws in any applicable jurisdiction in respect of the transactions contemplated in this Agreement; or
(i) any Legal Proceeding incident to investigating, preparation for, providing evidence for or defending any of the foregoing, provided, however, that the Indemnifying Party shall not have any liability to any Indemnified Person to the extent that such Obligations (i) are finally determined by a court of competent jurisdiction to have resulted from the gross negligence, bad faith or willful misconduct of such Indemnified Person (and in such case, such Indemnified Person shall promptly return to the Indemnifying Party any amounts previously expended by the Indemnifying Party hereunder) or (ii) are trading losses incurred by the Seller as part of its purchases or sales of shares of Common Stock pursuant to this Confirmation (unless, and to the extent that, the losses are directly related to a breach by the Purchaser of an agreement, term or covenant herein).
Appears in 1 contract
Purchaser Indemnification. From Each Purchaser holding Registrable Securities will, if Registrable Securities held by such Purchaser are included in the securities as to which such registration is being effected, severally and after not jointly, indemnify the ClosingCompany, Seller Parties hereby agree to jointly each of its directors and severally indemnify and defend and hold harmless Purchaser and its Affiliates officers, other holders of the Company’s securities covered by such Registration Statement, each person who controls the Company within the meaning of Section 15 of the Securities Act, and each such holder, each of their respective its officers and directors and each person controlling such holder within the meaning of Section 15 of the Securities Act, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on: (A) any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement, prospectus, offering circular or other document, or 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, to the extent, and only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by an instrument duly executed by such ▇▇▇▇▇▇▇▇▇ and stated to be specifically for use therein, or (B) any violation by such Purchaser of the Securities Act, the Exchange Act, state securities laws or any rule or regulation promulgated under such laws applicable to such Purchaser, and in each case, such Purchaser will reimburse the Company, each other holder, and directors, officers, employeespersons, equity holders, managers, members, agents, successors underwriters or control persons of the Company and assigns (collectively, the “Purchaser Indemnified Persons”) from, against and in respect of, and to promptly pay to other holders for any legal or reimburse a Purchaser Indemnified Person for, any and all liabilities (whether contingent, fixed or unfixed, liquidated or unliquidated, or otherwise), obligations, injuries, deficiencies, demands, debts, Taxes, Encumbrances, claims, suits, actions, causes of action, assessments, losses, charges, costs, expenses, expenditures, interest, fines, penalties, actual or punitive damages, or costs or expenses of any and all investigations, proceedings, judgments, environmental analyses, remediations, settlements, and compromises (including reasonable fees and expenses of attorneys, accountants, and other expenses (individually and collectively the “Losses”) reasonably incurred, sufferedas such expenses are incurred, sustained or required to be paid by a Purchaser Indemnified Person relating to, resulting from, arising out of, or otherwise by virtue of any of the following:
(a) any misrepresentation of, breach of, or inaccuracy in any representation or warranty made by any Seller Party in this Agreement or any Transaction Documents;
(b) any non-fulfillment, non-performance, or breach of any agreement, covenant or condition on the part of any Seller Party made herein or to be performed, complied with or fulfilled under this Agreement or any Transaction Documents;
(c) any violations of or obligations under any Environmental and Safety Requirements relating to acts, omissions, circumstances or conditions to the extent existing or arising prior to the Closing Date, whether or not such acts, omissions, circumstances, or conditions constituted a violation of any Environmental and Safety Requirements as then in effect;
(d) any action, demand, proceeding, investigation or claim (whenever made) by any third party against or affecting a Purchaser Indemnified Party relating to any personal injury or property damage caused, or alleged to be caused, by any service provided or product sold, delivered or serviced by any Seller Party or any of Seller’s Employees prior to the Closing;
(e) any assertion against a Purchaser Indemnified Person for any amounts provided for hereunder that any Seller Party is obligated to pay, satisfy or discharge, including, without limitation, the Excluded Liabilities and any amounts provided for in Section 2.4 above;
(f) any claim for payment of fees and/or expenses as a broker or finder in connection with investigating or defending any such claim, loss, damage, liability or action; provided, that the transactions contemplated herein and based upon indemnity agreement contained in this Section 12.8(b) shall not apply to amounts paid in settlement of any agreement between such loss, claim, damage, liability or action if such settlement is effected without the claimant and consent of such indemnifying Purchaser. The liability of any Purchaser for indemnification under this Section 60 12.8(b) in its capacity as a seller of Registrable Securities shall not exceed the amount of net proceeds to such Purchaser of the Seller Parties;
(g) any Taxes that are the responsibility of any of the Seller Parties pursuant to the terms hereof;
(h) the failure of any Seller Party to comply with any bulk sales law and other similar laws securities sold in any applicable jurisdiction in respect of the transactions contemplated in this Agreement; or
(i) any Legal Proceeding incident to any of the foregoingsuch registration.
Appears in 1 contract
Sources: Note Purchase Agreement (Heron Therapeutics, Inc. /De/)
Purchaser Indemnification. From The Purchaser will, if Registrable Securities issued to or derived from or representing securities issued to the Purchaser pursuant to this Agreement are included in the securities as to which such registration is being effected, indemnify the Company, each of its directors and after officers, other holders of the ClosingCompany’s securities covered by such Registration Statement, Seller Parties hereby agree each person who controls the Company within the meaning of Section 15 of the Securities Act, and each such holder, each of its officers and directors and each person controlling such holder within the meaning of Section 15 of the Securities Act, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on: (A) any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement, prospectus, offering circular or other document, or any omission (or alleged omission) to jointly state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, to the extent, and severally indemnify only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement, prospectus, offering circular or other document in reliance upon and defend and hold harmless in conformity with written information furnished to the Company by an instrument duly executed by the Purchaser and its Affiliates stated to be specifically for use therein, or (B) any violation by the Purchaser of the Securities Act, the Exchange Act, state securities laws or any rule or regulation promulgated under such laws applicable to the Purchaser, and in each of their respective case, the Purchaser will reimburse the Company, each other holder, and directors, officers, employeespersons, equity holders, managers, members, agents, successors underwriters or control persons of the Company and assigns (collectively, the “Purchaser Indemnified Persons”) from, against and in respect of, and to promptly pay to other holders for any legal or reimburse a Purchaser Indemnified Person for, any and all liabilities (whether contingent, fixed or unfixed, liquidated or unliquidated, or otherwise), obligations, injuries, deficiencies, demands, debts, Taxes, Encumbrances, claims, suits, actions, causes of action, assessments, losses, charges, costs, expenses, expenditures, interest, fines, penalties, actual or punitive damages, or costs or expenses of any and all investigations, proceedings, judgments, environmental analyses, remediations, settlements, and compromises (including reasonable fees and expenses of attorneys, accountants, and other expenses (individually and collectively the “Losses”) reasonably incurred, sufferedas such expenses are incurred, sustained or required to be paid by a Purchaser Indemnified Person relating to, resulting from, arising out of, or otherwise by virtue of any of the following:
(a) any misrepresentation of, breach of, or inaccuracy in any representation or warranty made by any Seller Party in this Agreement or any Transaction Documents;
(b) any non-fulfillment, non-performance, or breach of any agreement, covenant or condition on the part of any Seller Party made herein or to be performed, complied with or fulfilled under this Agreement or any Transaction Documents;
(c) any violations of or obligations under any Environmental and Safety Requirements relating to acts, omissions, circumstances or conditions to the extent existing or arising prior to the Closing Date, whether or not such acts, omissions, circumstances, or conditions constituted a violation of any Environmental and Safety Requirements as then in effect;
(d) any action, demand, proceeding, investigation or claim (whenever made) by any third party against or affecting a Purchaser Indemnified Party relating to any personal injury or property damage caused, or alleged to be caused, by any service provided or product sold, delivered or serviced by any Seller Party or any of Seller’s Employees prior to the Closing;
(e) any assertion against a Purchaser Indemnified Person for any amounts provided for hereunder that any Seller Party is obligated to pay, satisfy or discharge, including, without limitation, the Excluded Liabilities and any amounts provided for in Section 2.4 above;
(f) any claim for payment of fees and/or expenses as a broker or finder in connection with investigating or defending any such claim, loss, damage, liability or action; provided, that the transactions contemplated herein and based upon indemnity agreement contained in this Subsection 10.9(b) shall not apply to amounts paid in settlement of any agreement between such loss, claim, damage, liability or action if such settlement is effected without the claimant and any consent of such indemnifying Purchaser (which consent shall not be unreasonably withheld or delayed). The liability of the Seller Parties;
(gPurchaser for indemnification under this Subsection 10.9(b) any Taxes that are in its capacity as a seller of Registrable Securities shall not exceed the responsibility amount of any net proceeds to the Purchaser of the Seller Parties pursuant to the terms hereof;
(h) the failure of any Seller Party to comply with any bulk sales law and other similar laws securities sold in any applicable jurisdiction in respect of the transactions contemplated in this Agreement; or
(i) any Legal Proceeding incident to any of the foregoingsuch registration.
Appears in 1 contract
Sources: Securities Purchase Agreement (Life Biosciences LLC)
Purchaser Indemnification. From and after Section 7.5 of the Closing, Agreement is hereby amended to read as follows: Seller Parties hereby agree agrees to jointly and severally indemnify and defend and hold harmless Purchaser and its Affiliates and each of its affiliated entities and each of its and their respective directors, officers, employees, equity holdersaffiliates, managers, members, agentsofficers, successors directors and assigns employees (each an “Indemnified Party” and collectively, the “Purchaser Indemnified PersonsParties”) from, against and in respect of, and to promptly pay to or reimburse a Purchaser Indemnified Person for, harmless from any and all liabilities loss, claim, demand, action and liability (whether contingent, fixed or unfixed, liquidated or unliquidated, or otherwiseexcluding consequential damages and lost profits of the Indemnified Parties), obligationsthat may arise against any of the Indemnified Parties, injuriesFranchisor or its affiliated entities as a result of lawsuits or claims by any party (i) alleging violation of securities laws by Seller, deficiencies, demands, debts, Taxes, Encumbrances, claims, suits, actions, causes MCZ/Centrum or any of action, assessments, losses, charges, costs, expenses, expenditures, interest, fines, penalties, actual its or punitive damages, their affiliates or costs or expenses of any and all investigations, proceedings, judgments, environmental analyses, remediations, settlements, and compromises agents (including reasonable fees and expenses of attorneys, accountants, and other expenses (individually and collectively the “LossesMCZ Entities” and individually an “MCZ Entity”) incurredor alleging violation of other securities laws by any such person applicable to the offering and sale of the Units, sufferedincluding claims brought by third parties, sustained the Commission, state and securities regulators, the Division or required to be paid any other regulatory authority, excluding claims arising as a result of actions taken solely by a Purchaser the Indemnified Person relating to, resulting from, arising out of, Parties and/or Franchisor or otherwise by virtue (ii) alleging an untrue statement of material fact contained in any of the following:
Condominium Documents (a) any misrepresentation ofas hereinafter defined), breach of, as the same may be amended or inaccuracy restated or in any representation of the solicitation, promotion, sales, marketing or warranty made other documents used by any Seller Party in this Agreement or any Transaction Documents;
(b) any non-fulfillment, non-performance, or breach of any agreement, covenant or condition on the part of any Seller Party made herein or to be performed, complied with or fulfilled under this Agreement or any Transaction Documents;
(c) any violations of or obligations under any Environmental and Safety Requirements relating to acts, omissions, circumstances or conditions to the extent existing or arising prior to the Closing Date, whether or not such acts, omissions, circumstances, or conditions constituted a violation of any Environmental and Safety Requirements as then in effect;
(d) any action, demand, proceeding, investigation or claim (whenever made) by any third party against or affecting a Purchaser Indemnified Party relating to any personal injury or property damage caused, or alleged to be caused, by any service provided or product sold, delivered or serviced by any Seller Party its affiliates or any of Seller’s Employees prior to the Closing;
(e) any assertion against a Purchaser Indemnified Person for any amounts provided for hereunder that any Seller Party is obligated to payits or their agents, satisfy employees, or discharge, including, without limitation, the Excluded Liabilities and any amounts provided for in Section 2.4 above;
(f) any claim for payment of fees and/or expenses as a broker or finder other related persons in connection with the transactions contemplated herein and solicitation, offer or sale of the Units (or any other portion of the Community) or arising out of or based upon any agreement between the claimant and any of omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the Seller Parties;
statements therein not misleading; or (g) any Taxes that are the responsibility of any of the Seller Parties pursuant to the terms hereof;
(hiii) the failure of Seller or any Seller Party of its affiliates or any agents, employees or other related persons to comply with any bulk sales law and other similar laws in obligations under any applicable jurisdiction in respect law, regulation or other governmental or court requirement, whether federal, state or local; or (iv) any other matter arising from the development, construction and sale or offering for sale of the transactions contemplated Units, the Common Properties or any part thereof. This indemnification and hold harmless shall include reasonable attorneys’ fees and court costs through trial and all appellate levels which any Indemnified Party may incur defending itself against such claims, losses, actions, demands and liabilities and in enforcing the terms of this indemnification and hold harmless provision. This indemnification and hold harmless provision shall survive the Closing or termination of this Agreement; or
(i) shall be continuing and irrevocable and shall continue in full force and effect until any Legal Proceeding incident to any and all such claims, losses, actions, demands and liabilities against the Indemnified Parties have been satisfied in full and all applicable statutes of the foregoinglimitation have expired.
Appears in 1 contract
Purchaser Indemnification. From Sellers and after the Closing▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ agree, Seller Parties hereby agree to jointly and severally, and all other Shareholders agree, severally up to their proportionate percentage equity interest in CEV as of the Closing and not jointly, to indemnify and defend and hold harmless Purchaser each Purchaser, and its Affiliates and each of their respective officers, directors, officersagents, employeesAffiliates, equity holders, managers, members, agentsrepresentatives, successors and assigns after the Closing (collectively, the “Purchaser Indemnified PersonsIndemnitees”) from, against from and in respect ofagainst, and to promptly pay to or shall reimburse a each Purchaser Indemnified Person Indemnitee on demand for, any and all liabilities (whether contingent, fixed direct or unfixed, liquidated or unliquidated, or otherwise), obligations, injuries, deficiencies, demands, debts, Taxes, Encumbrances, indirect claims, suits, actionsActions, causes of actionproceedings, assessmentsLiabilities, lossesobligations, charges, costs, expenses, expenditures, interestjudgments, fines, penalties, actual or punitive claims, losses, damages, or costs or and expenses of any and all investigationskind (including, proceedingswithout limitation, judgments, environmental analyses, remediations, settlements, and compromises (including the reasonable fees and expenses disbursements of attorneyscounsel, accountants, accountants and other experts whether incurred in connection with any of the foregoing or in connection with any investigative, administrative or adjudicative proceeding, whether or not such Purchaser Indemnitee shall be designated a party thereto), together with any and all reasonable costs and expenses associated with the investigation of the same and/or the enforcement of the provisions hereof and thereof but in no event including consequential damages (individually and collectively the collectively, “Losses”) incurred), suffered, sustained or required to which may be paid incurred by a such Purchaser Indemnified Person Indemnitee relating to, based upon, resulting from, from or arising out of, or otherwise by virtue of any of the following:
(a) any misrepresentation of, the breach of, or inaccuracy in of any representation or warranty made by any Seller Party or any Shareholder in this Agreement or in any Transaction DocumentsRelated Document (other than the Employment Agreements) as of the date hereof and as of the Closing Date;
(b) any non-fulfillment, non-performance, or the breach of any agreement, covenant or condition on the part obligation of any Seller Party made herein or to be performed, complied with or fulfilled under any Shareholder contained in this Agreement or in any Transaction DocumentsRelated Document (other than the Employment Agreements);
(c) any violations of or obligations under any Environmental and Safety Requirements relating to acts, omissions, circumstances or conditions to the extent existing or arising prior to the Closing Date, whether or not such acts, omissions, circumstances, or conditions constituted a violation of any Environmental and Safety Requirements as then in effectExcluded Liabilities;
(d) any action, demand, proceeding, investigation or claim (whenever made) Liability incurred by any third party against Seller, any Shareholder or affecting a Purchaser Indemnified Party relating their respective Affiliates to pay any fee or commission to any personal injury broker, finder, investment banker or property damage caused, or alleged to be caused, by any service provided or product sold, delivered or serviced by any Seller Party or any of Seller’s Employees prior to the Closing;
(e) any assertion against a Purchaser Indemnified Person for any amounts provided for hereunder that any Seller Party is obligated to pay, satisfy or discharge, including, without limitation, the Excluded Liabilities and any amounts provided for in Section 2.4 above;
(f) any claim for payment of fees and/or expenses as a broker or finder other intermediary in connection with the transactions contemplated herein and based upon any agreement between the claimant and any of the Seller Parties;
(g) any Taxes that are the responsibility of any of the Seller Parties pursuant to the terms hereof;
(h) the failure of any Seller Party to comply with any bulk sales law and by this Agreement other similar laws in any applicable jurisdiction in respect of the transactions contemplated in this Agreementthan Bentley Associates; or
(ie) any Legal Proceeding incident misrepresentation contained in any certificate or other document furnished by or on behalf of any Seller or any Shareholder pursuant to this Agreement or in any of Related Document (other than the foregoingEmployment Agreements).
Appears in 1 contract
Purchaser Indemnification. From Each Purchaser holding Registrable Securities will, if Registrable Securities held by such Purchaser are included in the securities as to which such registration is being effected, severally and after not jointly, indemnify the ClosingCompany, Seller Parties hereby agree each of its directors and officers, other holders of the Company’s securities covered by such Registration Statement, each person who controls the Company within the meaning of Section 15 of the Securities Act, and each such holder, each of its officers and directors and each person controlling such holder within the meaning of Section 15 of the Securities Act, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on: (A) any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement, prospectus, offering circular or other document, or any omission (or alleged omission) to jointly state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, to the extent, and severally indemnify only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement, prospectus, offering circular or other document in reliance upon and defend and hold harmless in conformity with written information furnished to the Company by an instrument duly executed by such Purchaser and its Affiliates stated to be specifically for use therein, or (B) any violation by such Purchaser of the Securities Act, the Exchange Act, state securities laws or any rule or regulation promulgated under such laws applicable to such Purchaser, and in each of their respective case, such Purchaser will reimburse the Company, each other holder, and directors, officers, employeespersons, equity holders, managers, members, agents, successors underwriters or control persons of the Company and assigns (collectively, the “Purchaser Indemnified Persons”) from, against and in respect of, and to promptly pay to other holders for any legal or reimburse a Purchaser Indemnified Person for, any and all liabilities (whether contingent, fixed or unfixed, liquidated or unliquidated, or otherwise), obligations, injuries, deficiencies, demands, debts, Taxes, Encumbrances, claims, suits, actions, causes of action, assessments, losses, charges, costs, expenses, expenditures, interest, fines, penalties, actual or punitive damages, or costs or expenses of any and all investigations, proceedings, judgments, environmental analyses, remediations, settlements, and compromises (including reasonable fees and expenses of attorneys, accountants, and other expenses (individually and collectively the “Losses”) reasonably incurred, sufferedas such expenses are incurred, sustained or required to be paid by a Purchaser Indemnified Person relating to, resulting from, arising out of, or otherwise by virtue of any of the following:
(a) any misrepresentation of, breach of, or inaccuracy in any representation or warranty made by any Seller Party in this Agreement or any Transaction Documents;
(b) any non-fulfillment, non-performance, or breach of any agreement, covenant or condition on the part of any Seller Party made herein or to be performed, complied with or fulfilled under this Agreement or any Transaction Documents;
(c) any violations of or obligations under any Environmental and Safety Requirements relating to acts, omissions, circumstances or conditions to the extent existing or arising prior to the Closing Date, whether or not such acts, omissions, circumstances, or conditions constituted a violation of any Environmental and Safety Requirements as then in effect;
(d) any action, demand, proceeding, investigation or claim (whenever made) by any third party against or affecting a Purchaser Indemnified Party relating to any personal injury or property damage caused, or alleged to be caused, by any service provided or product sold, delivered or serviced by any Seller Party or any of Seller’s Employees prior to the Closing;
(e) any assertion against a Purchaser Indemnified Person for any amounts provided for hereunder that any Seller Party is obligated to pay, satisfy or discharge, including, without limitation, the Excluded Liabilities and any amounts provided for in Section 2.4 above;
(f) any claim for payment of fees and/or expenses as a broker or finder in connection with investigating or defending any such claim, loss, damage, liability or action; provided, that the transactions contemplated herein and based upon indemnity agreement contained in this Subsection 10.9(b) shall not apply to amounts paid in settlement of any agreement between such loss, claim, damage, liability or action if such settlement is effected without the claimant and consent of such indemnifying Purchaser (which consent shall not be unreasonably withheld or delayed). The liability of any Purchaser for indemnification under this Subsection 10.9(b) in its capacity as a seller of Registrable Securities shall not exceed the amount of net proceeds to such Purchaser of the Seller Parties;
(g) any Taxes that are the responsibility of any of the Seller Parties pursuant to the terms hereof;
(h) the failure of any Seller Party to comply with any bulk sales law and other similar laws securities sold in any applicable jurisdiction in respect of the transactions contemplated in this Agreement; or
(i) any Legal Proceeding incident to any of the foregoingsuch registration.
Appears in 1 contract
Sources: Securities Purchase Agreement (Arrowhead Pharmaceuticals, Inc.)
Purchaser Indemnification. From and after the Closing3.4.1 Purchaser shall indemnify, Seller Parties hereby agree to jointly and severally indemnify and defend and hold harmless Purchaser and, if requested by a Seller, defend such Seller, together with such Seller's affiliates, parent and its Affiliates and each of their respective directorssubsidiary entities, officerssuccessors, employeesassigns, equity holderspartners, managers, members, employees, officers, directors, trustees, shareholders, counsel, representatives, agents, successors Property Manager, Regional Property Manager, and assigns AIMCO (collectively, the including such Seller, “Purchaser Seller's Indemnified PersonsParties”) from), from and against and in respect of, and to promptly pay to or reimburse a Purchaser Indemnified Person for, any and all liabilities (whether contingentdamages, fixed or unfixedmechanics' liens, liquidated or unliquidatedmaterialmen's liens, or otherwise)liabilities, obligationspenalties, injuriesinterest, deficiencieslosses, demands, debts, Taxes, Encumbrances, claims, suits, actions, causes of action, assessments, losses, charges, costs, expenses, expenditures, interest, fines, penalties, actual or punitive damages, or costs or expenses of any and all investigations, proceedings, judgments, environmental analyses, remediations, settlementsclaims, and compromises costs and expenses (including reasonable fees and expenses attorneys' fees, including the cost of attorneysappeals) (collectively, accountants, and other expenses (individually and collectively the “Losses”) incurred, suffered, sustained actually incurred in connection with or required to be paid by a Purchaser Indemnified Person relating to, resulting from, arising out of, or otherwise by virtue of any of the following:
from (a) any misrepresentation ofInspection conducted by Purchaser and/or any Consultant, breach of, or inaccuracy in any representation or warranty made by any Seller Party in this Agreement or any Transaction Documents;
(b) any non-fulfillment, non-performancethe exercise of Purchaser’s rights under Section 3.3, or breach of any agreement, covenant or condition on the part of any Seller Party made herein or to be performed, complied with or fulfilled under this Agreement or any Transaction Documents;
(c) any violations of or obligations under breach by Purchaser and/or any Environmental and Safety Requirements relating to acts, omissions, circumstances or conditions to the extent existing or arising prior to the Closing Date, whether or not such acts, omissions, circumstances, or conditions constituted a violation of any Environmental and Safety Requirements as then in effect;
(d) any action, demand, proceeding, investigation or claim (whenever made) by any third party against or affecting a Purchaser Indemnified Party relating to any personal injury or property damage caused, or alleged to be caused, by any service provided or product sold, delivered or serviced by any Seller Party or any of Seller’s Employees prior to the Closing;
(e) any assertion against a Purchaser Indemnified Person for any amounts provided for hereunder that any Seller Party is obligated to pay, satisfy or discharge, including, without limitation, the Excluded Liabilities and any amounts provided for in Section 2.4 above;
(f) any claim for payment of fees and/or expenses as a broker or finder in connection with the transactions contemplated herein and based upon any agreement between the claimant and any Consultant of the Seller Parties;
(g) terms of Section 3.3. The foregoing indemnity shall not include any Taxes that are the responsibility of any of the Seller Parties pursuant to the terms hereof;
(h) the failure of any Seller Party to comply with any bulk sales law and other similar laws in any applicable jurisdiction in respect of the transactions contemplated in this Agreement; or
Losses that: (i) result solely from the mere discovery (but not the exacerbation), by Purchaser or any Legal Proceeding incident Consultant, of pre-existing conditions on any Property (or any portion thereof) during any Inspections conducted pursuant to, and in accordance with, the terms of this Contract; (ii) are caused by the gross negligence or willful misconduct of a Seller Indemnified Party; or (iii) consist of consequential, punitive, exemplary or other special damages. If any proceeding is filed for which indemnity is required hereunder, ▇▇▇▇▇▇▇▇▇ agrees, upon request therefor, to any of defend the foregoingSeller Indemnified Parties in such proceeding at Purchaser’s sole cost utilizing counsel satisfactory to the Seller Indemnified Parties.
Appears in 1 contract
Purchaser Indemnification. From Each Purchaser holding Registrable Securities will, if Registrable Securities held by such Purchaser are included in the securities as to which such registration is being effected, severally and after not jointly, indemnify the ClosingCompany, Seller Parties hereby agree to jointly each of its directors and severally indemnify and defend and hold harmless Purchaser and its Affiliates officers, other holders of the Company’s securities covered by such Registration Statement, each person who controls the Company within the meaning of Section 15 of the Securities Act, and each such holder, each of their respective its officers and directors and each person controlling such holder within the meaning of Section 15 of the Securities Act, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on: (A) any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement, prospectus, offering circular or other document, or 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, to the extent, and only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by an instrument duly executed by such ▇▇▇▇▇▇▇▇▇ and stated to be specifically for use therein, or (B) any violation by such Purchaser of the Securities Act, the Exchange Act, state securities laws or any rule or regulation promulgated under such laws applicable to such Purchaser, and in each case, such Purchaser will reimburse the Company, each other holder, and directors, officers, employeespersons, equity holders, managers, members, agents, successors underwriters or control persons of the Company and assigns (collectively, the “Purchaser Indemnified Persons”) from, against and in respect of, and to promptly pay to other holders for any legal or reimburse a Purchaser Indemnified Person for, any and all liabilities (whether contingent, fixed or unfixed, liquidated or unliquidated, or otherwise), obligations, injuries, deficiencies, demands, debts, Taxes, Encumbrances, claims, suits, actions, causes of action, assessments, losses, charges, costs, expenses, expenditures, interest, fines, penalties, actual or punitive damages, or costs or expenses of any and all investigations, proceedings, judgments, environmental analyses, remediations, settlements, and compromises (including reasonable fees and expenses of attorneys, accountants, and other expenses (individually and collectively the “Losses”) reasonably incurred, sufferedas such expenses are incurred, sustained or required to be paid by a Purchaser Indemnified Person relating to, resulting from, arising out of, or otherwise by virtue of any of the following:
(a) any misrepresentation of, breach of, or inaccuracy in any representation or warranty made by any Seller Party in this Agreement or any Transaction Documents;
(b) any non-fulfillment, non-performance, or breach of any agreement, covenant or condition on the part of any Seller Party made herein or to be performed, complied with or fulfilled under this Agreement or any Transaction Documents;
(c) any violations of or obligations under any Environmental and Safety Requirements relating to acts, omissions, circumstances or conditions to the extent existing or arising prior to the Closing Date, whether or not such acts, omissions, circumstances, or conditions constituted a violation of any Environmental and Safety Requirements as then in effect;
(d) any action, demand, proceeding, investigation or claim (whenever made) by any third party against or affecting a Purchaser Indemnified Party relating to any personal injury or property damage caused, or alleged to be caused, by any service provided or product sold, delivered or serviced by any Seller Party or any of Seller’s Employees prior to the Closing;
(e) any assertion against a Purchaser Indemnified Person for any amounts provided for hereunder that any Seller Party is obligated to pay, satisfy or discharge, including, without limitation, the Excluded Liabilities and any amounts provided for in Section 2.4 above;
(f) any claim for payment of fees and/or expenses as a broker or finder in connection with investigating or defending 60 any such claim, loss, damage, liability or action; provided, that the transactions contemplated herein and based upon indemnity agreement contained in this Section 12.8(b) shall not apply to amounts paid in settlement of any agreement between such loss, claim, damage, liability or action if such settlement is effected without the claimant and consent of such indemnifying Purchaser. The liability of any Purchaser for indemnification under this Section 12.8(b) in its capacity as a seller of Registrable Securities shall not exceed the amount of net proceeds to such Purchaser of the Seller Parties;
(g) any Taxes that are the responsibility of any of the Seller Parties pursuant to the terms hereof;
(h) the failure of any Seller Party to comply with any bulk sales law and other similar laws securities sold in any applicable jurisdiction in respect of the transactions contemplated in this Agreement; or
(i) any Legal Proceeding incident to any of the foregoingsuch registration.
Appears in 1 contract
Sources: Note Purchase Agreement (Heron Therapeutics, Inc. /De/)
Purchaser Indemnification. From Each Purchaser holding Registrable Securities will, if Registrable Securities held by such Purchaser are included in the securities as to which such registration is being effected, severally and after not jointly, indemnify the ClosingCompany, Seller Parties hereby agree each of its directors and officers, other holders of the Company’s securities covered by such Registration Statement, each person who controls the Company within the meaning of Section 15 of the Securities Act, and each such holder, each of its officers and directors and each person controlling such holder within the meaning of Section 15 of the Securities Act, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on: (A) any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement, prospectus, offering circular or other document, or any omission (or alleged omission) to jointly state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, to the extent, and severally indemnify only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement, prospectus, offering circular or other document in reliance upon and defend and hold harmless in conformity with written information furnished to the Company by an instrument duly executed by such Purchaser and its Affiliates stated to be specifically for use therein, or (B) any violation by such Purchaser of the Securities Act, the Exchange Act, state securities laws or any rule or regulation promulgated under such laws applicable to such Purchaser, and in each of their respective case, such Purchaser will reimburse the Company, each other holder, and directors, officers, employeespersons, equity holders, managers, members, agents, successors underwriters or control persons of the Company and assigns (collectively, the “Purchaser Indemnified Persons”) from, against and in respect of, and to promptly pay to other holders for any legal or reimburse a Purchaser Indemnified Person for, any and all liabilities (whether contingent, fixed or unfixed, liquidated or unliquidated, or otherwise), obligations, injuries, deficiencies, demands, debts, Taxes, Encumbrances, claims, suits, actions, causes of action, assessments, losses, charges, costs, expenses, expenditures, interest, fines, penalties, actual or punitive damages, or costs or expenses of any and all investigations, proceedings, judgments, environmental analyses, remediations, settlements, and compromises (including reasonable fees and expenses of attorneys, accountants, and other expenses (individually and collectively the “Losses”) reasonably incurred, sufferedas such expenses are incurred, sustained or required to be paid by a Purchaser Indemnified Person relating to, resulting from, arising out of, or otherwise by virtue of any of the following:
(a) any misrepresentation of, breach of, or inaccuracy in any representation or warranty made by any Seller Party in this Agreement or any Transaction Documents;
(b) any non-fulfillment, non-performance, or breach of any agreement, covenant or condition on the part of any Seller Party made herein or to be performed, complied with or fulfilled under this Agreement or any Transaction Documents;
(c) any violations of or obligations under any Environmental and Safety Requirements relating to acts, omissions, circumstances or conditions to the extent existing or arising prior to the Closing Date, whether or not such acts, omissions, circumstances, or conditions constituted a violation of any Environmental and Safety Requirements as then in effect;
(d) any action, demand, proceeding, investigation or claim (whenever made) by any third party against or affecting a Purchaser Indemnified Party relating to any personal injury or property damage caused, or alleged to be caused, by any service provided or product sold, delivered or serviced by any Seller Party or any of Seller’s Employees prior to the Closing;
(e) any assertion against a Purchaser Indemnified Person for any amounts provided for hereunder that any Seller Party is obligated to pay, satisfy or discharge, including, without limitation, the Excluded Liabilities and any amounts provided for in Section 2.4 above;
(f) any claim for payment of fees and/or expenses as a broker or finder in connection with investigating or defending any such claim, loss, damage, liability or action; provided, that the transactions contemplated herein and based upon indemnity agreement contained in this Subsection 11.12(b) shall not apply to amounts paid in settlement of any agreement between such loss, claim, damage, liability or action if such settlement is effected without the claimant and consent of such indemnifying Purchaser (which consent shall not be unreasonably withheld or delayed). The liability of any Purchaser for indemnification under this Section 11.12(b) in its capacity as a seller of Registrable Securities shall not exceed the amount of net proceeds to such Purchaser of the Seller Parties;
(g) any Taxes that are the responsibility of any of the Seller Parties pursuant to the terms hereof;
(h) the failure of any Seller Party to comply with any bulk sales law and other similar laws securities sold in any applicable jurisdiction in respect of the transactions contemplated in this Agreement; or
(i) any Legal Proceeding incident to any of the foregoingsuch registration.
Appears in 1 contract
Purchaser Indemnification. From Each Purchaser holding Registrable Securities will, if Registrable Securities held by such Purchaser are included in the securities as to which such registration is being effected, severally and after not jointly, indemnify the ClosingCompany, Seller Parties hereby agree each of its directors and officers, other holders of the Company’s securities covered by such Registration Statement, each person who controls the Company within the meaning of Section 15 of the Securities Act, and each such holder, each of its officers and directors and each person controlling such holder within the meaning of Section 15 of the Securities Act, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on: (i) any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement, prospectus, offering circular or other document, or any omission (or alleged omission) to jointly state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, to the extent, and severally indemnify only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement, prospectus, offering circular or other document in reliance upon and defend and hold harmless in conformity with written information furnished to the Company by an instrument duly executed by such Purchaser and its Affiliates stated to be specifically for use therein, or (ii) any violation by such Purchaser of the Securities Act, the Exchange Act, state securities laws or any rule or regulation promulgated under such laws applicable to such Purchaser, and in each of their respective case, such Purchaser will reimburse the Company, each other holder, and directors, officers, employeespersons, equity holders, managers, members, agents, successors underwriters or control persons of the Company and assigns (collectively, the “Purchaser Indemnified Persons”) from, against and in respect of, and to promptly pay to other holders for any legal or reimburse a Purchaser Indemnified Person for, any and all liabilities (whether contingent, fixed or unfixed, liquidated or unliquidated, or otherwise), obligations, injuries, deficiencies, demands, debts, Taxes, Encumbrances, claims, suits, actions, causes of action, assessments, losses, charges, costs, expenses, expenditures, interest, fines, penalties, actual or punitive damages, or costs or expenses of any and all investigations, proceedings, judgments, environmental analyses, remediations, settlements, and compromises (including reasonable fees and expenses of attorneys, accountants, and other expenses (individually and collectively the “Losses”) reasonably incurred, sufferedas such expenses are incurred, sustained or required to be paid by a Purchaser Indemnified Person relating to, resulting from, arising out of, or otherwise by virtue of any of the following:
(a) any misrepresentation of, breach of, or inaccuracy in any representation or warranty made by any Seller Party in this Agreement or any Transaction Documents;
(b) any non-fulfillment, non-performance, or breach of any agreement, covenant or condition on the part of any Seller Party made herein or to be performed, complied with or fulfilled under this Agreement or any Transaction Documents;
(c) any violations of or obligations under any Environmental and Safety Requirements relating to acts, omissions, circumstances or conditions to the extent existing or arising prior to the Closing Date, whether or not such acts, omissions, circumstances, or conditions constituted a violation of any Environmental and Safety Requirements as then in effect;
(d) any action, demand, proceeding, investigation or claim (whenever made) by any third party against or affecting a Purchaser Indemnified Party relating to any personal injury or property damage caused, or alleged to be caused, by any service provided or product sold, delivered or serviced by any Seller Party or any of Seller’s Employees prior to the Closing;
(e) any assertion against a Purchaser Indemnified Person for any amounts provided for hereunder that any Seller Party is obligated to pay, satisfy or discharge, including, without limitation, the Excluded Liabilities and any amounts provided for in Section 2.4 above;
(f) any claim for payment of fees and/or expenses as a broker or finder in connection with investigating or defending any such claim, loss, damage, liability or action; provided, that the transactions contemplated herein and based upon any indemnity agreement between the claimant and any of the Seller Parties;
(gcontained in this Section 5.9(b) any Taxes that are the responsibility shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Seller Parties pursuant to the terms hereof;
such indemnifying Purchaser (h) the failure which consent shall not be unreasonably withheld or delayed). The liability of any Seller Party to comply with any bulk sales law and other similar laws Purchaser for indemnification under this Section 5.9(b) in any applicable jurisdiction in respect its capacity as a seller of Registrable Securities shall not exceed the transactions contemplated in this Agreement; or
greater of (i) any Legal Proceeding incident the amount of net proceeds to any such Purchaser of the foregoingsecurities sold in any such registration and (ii) the purchase price of the Shares paid by such Purchaser.
Appears in 1 contract
Sources: Securities Purchase Agreement (Cocrystal Pharma, Inc.)
Purchaser Indemnification. From Each Purchaser holding Registrable Securities will, if Registrable Securities held by such Purchaser are included in the securities as to which such registration is being effected, severally and after not jointly, indemnify the ClosingCompany, Seller Parties hereby agree each of its directors and officers, other holders of the Company’s securities covered by such Registration Statement, each person who controls the Company within the meaning of Section 15 of the Securities Act, and each such holder, each of its officers and directors and each person controlling such holder within the meaning of Section 15 of the Securities Act, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on: (A) any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement, prospectus, offering circular or other document, or any omission (or alleged omission) to jointly state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, to the extent, and severally indemnify only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement, prospectus, offering circular or other document in reliance upon and defend and hold harmless in conformity with written information furnished to the Company by an instrument duly executed by such Purchaser and its Affiliates stated to be specifically for use therein; or (B) any violation by such Purchaser of the Securities Act, the Exchange Act, state securities laws or any rule or regulation promulgated under such laws applicable to such Purchaser, and in each of their respective case, such Purchaser will reimburse the Company, each other holder, and directors, officers, employeespersons, equity holders, managers, members, agents, successors underwriters or control persons of the Company and assigns (collectively, the “Purchaser Indemnified Persons”) from, against and in respect of, and to promptly pay to other holders for any legal or reimburse a Purchaser Indemnified Person for, any and all liabilities (whether contingent, fixed or unfixed, liquidated or unliquidated, or otherwise), obligations, injuries, deficiencies, demands, debts, Taxes, Encumbrances, claims, suits, actions, causes of action, assessments, losses, charges, costs, expenses, expenditures, interest, fines, penalties, actual or punitive damages, or costs or expenses of any and all investigations, proceedings, judgments, environmental analyses, remediations, settlements, and compromises (including reasonable fees and expenses of attorneys, accountants, and other expenses (individually and collectively the “Losses”) reasonably incurred, sufferedas such expenses are incurred, sustained or required to be paid by a Purchaser Indemnified Person relating to, resulting from, arising out of, or otherwise by virtue of any of the following:
(a) any misrepresentation of, breach of, or inaccuracy in any representation or warranty made by any Seller Party in this Agreement or any Transaction Documents;
(b) any non-fulfillment, non-performance, or breach of any agreement, covenant or condition on the part of any Seller Party made herein or to be performed, complied with or fulfilled under this Agreement or any Transaction Documents;
(c) any violations of or obligations under any Environmental and Safety Requirements relating to acts, omissions, circumstances or conditions to the extent existing or arising prior to the Closing Date, whether or not such acts, omissions, circumstances, or conditions constituted a violation of any Environmental and Safety Requirements as then in effect;
(d) any action, demand, proceeding, investigation or claim (whenever made) by any third party against or affecting a Purchaser Indemnified Party relating to any personal injury or property damage caused, or alleged to be caused, by any service provided or product sold, delivered or serviced by any Seller Party or any of Seller’s Employees prior to the Closing;
(e) any assertion against a Purchaser Indemnified Person for any amounts provided for hereunder that any Seller Party is obligated to pay, satisfy or discharge, including, without limitation, the Excluded Liabilities and any amounts provided for in Section 2.4 above;
(f) any claim for payment of fees and/or expenses as a broker or finder in connection with investigating or defending any such claim, loss, damage, liability or action; provided, that the transactions contemplated herein and based upon indemnity agreement contained in this Section 10.9(b) shall not apply to amounts paid in settlement of any agreement between such loss, claim, damage, liability or action if such settlement is effected without the claimant and consent of such indemnifying Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed). The liability of any Purchaser for indemnification under this Section 10.9(b) in its capacity as a seller of Registrable Securities shall not exceed the amount of net proceeds to such Purchaser of the Seller Parties;
(g) any Taxes that are the responsibility of any of the Seller Parties pursuant to the terms hereof;
(h) the failure of any Seller Party to comply with any bulk sales law and other similar laws securities sold in any applicable jurisdiction in respect of the transactions contemplated in this Agreement; or
(i) any Legal Proceeding incident to any of the foregoingsuch registration.
Appears in 1 contract
Sources: Securities Purchase Agreement (RXi Pharmaceuticals Corp)