Indemnification Clause Example with Variations from Business Contracts

This page contains Indemnification clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Indemnification. The Purchaser agrees to indemnify and hold harmless the Company, the Placement Agent and each of their respective officers, directors, managers, employees, agents, attorneys, control persons and affiliates from and against all losses, liabilities, claims, damages, costs, fees and expenses whatsoever (including, but not limited to, any and all expenses incurred in investigating, preparing or defending against any litigation commenced or threatened) based upon or arising out of any actual or... alleged false acknowledgment, representation or warranty, or misrepresentation or omission to state a material fact, or breach by the Purchaser of any covenant or agreement made by the Purchaser herein or in any other document delivered in connection with this Subscription Agreement or any other Transaction Document. View More Arrow
Found in Pershing Gold Corp. contract

Variations of a "Indemnification" Clause from Business Contracts

Indemnification. The Purchaser agrees to will indemnify and hold harmless the Company, the Placement Agent and each of their respective Company and, where applicable, its directors, officers, directors, managers, employees, agents, attorneys, control persons advisors and affiliates shareholders, from and against any and all losses, liabilities, claims, damages, costs, fees loss, liability, claim, damage and expenses expense whatsoever (including, but not limited to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against any litigation claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) based upon or arising out of or based upon any actual or alleged false acknowledgment, representation or warranty, warranty of the Purchaser contained in this Agreement or misrepresentation the Questionnaire being untrue in any material respect, or omission to state a material fact, any breach or breach failure by the Purchaser of to comply with any covenant or agreement made by the Purchaser herein or in any other document delivered to the Company in connection with therewith; provided, that the Purchaser's maximum liability to the Company, its affiliates and the other individuals and entities referenced herein shall be twice the Purchase Price, except to the extent that such liability results from a breach by the Purchaser of its representations in Section 3(b) and/or the Accredited Investor Certification. 11 7. Non-Revocability; Binding Effect. The subscription hereunder may not be revoked prior to the Closing thereon. The Purchaser hereby acknowledges and agrees that this Subscription Agreement shall survive the death or any disability of the Purchaser and shall be binding upon and inure to the benefit of the parties and their heirs, executors, administrators, successors, legal representatives and permitted assigns. If the Purchaser is more than one person, the obligations of the Purchaser hereunder shall be joint and several and the agreements, representations, warranties and acknowledgments herein shall be deemed to be made by and be binding upon each such person and such person's heirs, executors, administrators, successors, legal representatives and permitted assigns. For the purposes of this Agreement, "Business Day" means a day, other Transaction Document. than a Saturday or Sunday, on which banks in New York City are open for the general transaction of business. View More Arrow
Found in IR-Med, Inc. contract
Indemnification. The Purchaser agrees to will indemnify and hold harmless the Company, the Placement Agent and each of their respective Company and, where applicable, its directors, officers, directors, managers, employees, agents, attorneys, control persons advisors and affiliates shareholders, from and against any and all losses, liabilities, claims, damages, costs, fees loss, liability, claim, damage and expenses expense whatsoever (including, but not limited to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against any litigation claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) based upon or arising out of or based upon any actual or alleged false acknowledgment, representation or warranty, warranty of the Purchaser contained in this Agreement or misrepresentation the Questionnaire being untrue in any material respect, or omission to state a material fact, any breach or breach failure by the Purchaser of to comply with any covenant or agreement made by the Purchaser herein or in any other document delivered to the Company in connection with this Subscription Agreement or any therewith; provided, that the Purchaser's maximum liability to the Company, its affiliates and the other Transaction Document. individuals and entities referenced herein shall be twice the Purchase Price, except to the extent that such liability results from a breach by the Purchaser of its representations in Section 3(b) and/or the Accredited Investor Certification. View More Arrow
Found in IR-Med, Inc. contract
Indemnification. The Purchaser agrees to indemnify and hold harmless the Company, the Placement Agent Brokers, and each of their respective officers, directors, managers, members, shareholders, partners, representatives, employees, agents, attorneys, control persons and affiliates from and against all losses, obligations, liabilities, claims, damages, contingencies, judgments, fines, penalties, charges, costs, fees and expenses whatsoever (including, but not limited to, any and all expenses incurred in... investigating, preparing or defending against any action, claim, suit, inquiry, proceeding, investigation, appeal or litigation commenced or threatened) based upon threatened by or before any court or governmental, administrative, or other regulatory agency, body or the SEC) (i) arising out of or based upon any actual untrue statement or alleged false acknowledgment, representation or warranty, or misrepresentation or omission to state untrue statement of a material fact, fact made by Purchaser and contained in this Subscription Agreement; or (ii) arise out of or are based upon any breach by the Purchaser of any covenant representation, warranty, or agreement made by Purchaser contained herein. 10 10. Irrevocability; Binding Effect. The Purchaser hereby acknowledges and agrees that the Purchaser herein or in any other document delivered in connection with subscription hereunder is irrevocable by the Purchaser, except as required by applicable law, and that this Subscription Agreement shall survive the death or any other Transaction Document. disability of the Purchaser and shall be binding upon and inure to the benefit of the parties and their heirs, executors, administrators, successors, legal representatives, and permitted assigns. If the Purchaser is more than one person, the obligations of the Purchaser hereunder shall be joint and several and the agreements, representations, warranties, and acknowledgments herein shall be deemed to be made by and be binding upon each such person and such person's heirs, executors, administrators, successors, legal representatives, and permitted assigns. View More Arrow
Found in NEUROONE MEDICAL TECHNOLOGIES Corp contract
Indemnification. The Purchaser agrees to indemnify and hold harmless the Company, the Placement Agent Broker, and each of their respective officers, directors, managers, members, shareholders, partners, representatives, employees, agents, attorneys, control persons and affiliates from and against all losses, obligations, liabilities, claims, damages, contingencies, judgments, fines, penalties, charges, costs, fees and expenses whatsoever (including, but not limited to, any and all expenses incurred in... investigating, preparing or defending against any action, claim, suit, inquiry, proceeding, investigation, appeal or litigation commenced or threatened) based upon threatened by or before any court or governmental, administrative, or other regulatory agency, body or the SEC) (i) arising out of or based upon any actual untrue statement or alleged false acknowledgment, representation or warranty, or misrepresentation or omission to state untrue statement of a material fact, fact made by Purchaser and contained in this Subscription Agreement; or (ii) arise out of or are based upon any breach by the Purchaser of any covenant representation, warranty, or agreement made by Purchaser contained herein. 10 10. Irrevocability; Binding Effect. The Purchaser hereby acknowledges and agrees that the Purchaser herein or in any other document delivered in connection with subscription hereunder is irrevocable by the Purchaser, except as required by applicable law, and that this Subscription Agreement shall survive the death or any other Transaction Document. disability of the Purchaser and shall be binding upon and inure to the benefit of the parties and their heirs, executors, administrators, successors, legal representatives, and permitted assigns. If the Purchaser is more than one person, the obligations of the Purchaser hereunder shall be joint and several and the agreements, representations, warranties, and acknowledgments herein shall be deemed to be made by and be binding upon each such person and such person's heirs, executors, administrators, successors, legal representatives, and permitted assigns. View More Arrow
Found in NEUROONE MEDICAL TECHNOLOGIES Corp contract
Indemnification. The Each Purchaser agrees to indemnify and hold harmless the Company, the Placement Agent Laidlaw and each of their respective officers, directors, managers, employees, agents, attorneys, control persons and affiliates from and against all losses, liabilities, claims, damages, costs, fees and expenses whatsoever (including, but not limited to, any and all expenses incurred in investigating, preparing or defending against any litigation commenced or threatened) based upon or arising out of any... actual or alleged false acknowledgment, representation or warranty, or misrepresentation or omission to state a material fact, or breach by the such Purchaser of any covenant or agreement made by the Purchaser herein or in any other document delivered in connection with this Subscription Agreement. -14- 9. Irrevocability; Binding Effect. The Purchaser hereby acknowledges and agrees that the subscription hereunder is irrevocable by the Purchaser, except as required by applicable law, and that this Subscription Agreement will survive the death or any other Transaction Document. disability of the Purchaser and will be binding upon and inure to the benefit of the parties and their heirs, executors, administrators, successors, legal representatives, and permitted assigns. If the Purchaser is more than one person, the obligations of the Purchaser hereunder will be joint and several and the agreements, representations, warranties and acknowledgments herein will be deemed to be made by and be binding upon each such person and such person's heirs, executors, administrators, successors, legal representatives and permitted assigns. View More Arrow
Found in SPHERIX INC contract
Indemnification. The Purchaser agrees to indemnify and hold harmless the Company, Matinas, the Placement Agent (including its selected dealers, if any), and each of their respective officers, directors, managers, employees, agents, attorneys, control persons and affiliates from and against all losses, liabilities, claims, damages, costs, fees and expenses whatsoever (including, but not limited to, any and all expenses incurred in investigating, preparing or defending against any litigation commenced or... threatened) based upon or arising out of any actual or alleged false acknowledgment, representation or warranty, or misrepresentation or omission to state a material fact, or breach by the Purchaser of any covenant or agreement made by the Purchaser herein or in any other document delivered in connection with this Subscription Agreement. 8 9. Irrevocability; Binding Effect. The Purchaser hereby acknowledges and agrees that the subscription hereunder is irrevocable by the Purchaser, except as required by applicable law, and that this Subscription Agreement shall survive the death or any other Transaction Document. disability of the Purchaser and shall be binding upon and inure to the benefit of the parties and their heirs, executors, administrators, successors, legal representatives, and permitted assigns. If the Purchaser is more than one person, the obligations of the Purchaser hereunder shall be joint and several and the agreements, representations, warranties, and acknowledgments herein shall be deemed to be made by and be binding upon each such person and such person's heirs, executors, administrators, successors, legal representatives, and permitted assigns. View More Arrow
Found in Matinas BioPharma Holdings, Inc. contract
Indemnification. The Purchaser agrees to indemnify and hold harmless the Company, the Placement Agent Laidlaw and each of their respective officers, directors, managers, employees, agents, attorneys, control persons and affiliates from and against all losses, liabilities, claims, damages, costs, fees and expenses whatsoever (including, but not limited to, any and all expenses incurred in investigating, preparing or defending against any litigation commenced or threatened) based upon or arising out of any actual... or alleged false acknowledgment, representation or warranty, or misrepresentation or omission to state a material fact, or breach by the Purchaser of any covenant or agreement made by the Purchaser herein or in any other document delivered in connection with this Subscription Agreement or any other Transaction Document. 9 8. Binding Effect. This Subscription Agreement will survive the death or disability of the Purchaser and will be binding upon and inure to the benefit of the parties and their heirs, executors, administrators, successors, legal representatives, and permitted assigns. If the Purchaser is more than one person, the obligations of the Purchaser hereunder will be joint and several and the agreements, representations, warranties and acknowledgments herein will be deemed to be made by and be binding upon each such person and such person's heirs, executors, administrators, successors, legal representatives and permitted assigns. View More Arrow
Found in Actinium Pharmaceuticals, Inc. contract
Indemnification. The Purchaser agrees to indemnify and hold harmless the Company, the Placement Agent Company and each of their its respective officers, directors, managers, employees, agents, attorneys, control persons and affiliates upon demand from and against all losses, liabilities, claims, damages, costs, fees and expenses whatsoever (including, but not limited to, any and all expenses incurred in investigating, preparing or defending against any litigation commenced or threatened) based upon or arising... out of any actual or alleged false acknowledgment, representation or warranty, or misrepresentation or omission to state a material fact, or breach by the Purchaser of any covenant or agreement made by the Purchaser herein or in any other document delivered in connection with this Subscription Agreement or any other Transaction Document. 7. Binding Effect. This Subscription Agreement will survive the death or disability of the Purchaser and will be binding upon and inure to the benefit of the parties and their heirs, executors, administrators, successors, legal representatives, and permitted assigns. If the Purchaser is more than one person, the obligations of the Purchaser hereunder will be joint and several and the agreements, representations, warranties and acknowledgments herein will be deemed to be made by and be binding upon each such person and such person's heirs, executors, administrators, successors, legal representatives and permitted assigns. View More Arrow
Found in Pershing Gold Corp. contract
Indemnification. The Purchaser Subscriber agrees to indemnify and hold harmless the Company, the Placement Agent Company and each of their its respective officers, directors, managers, employees, agents, attorneys, control persons and affiliates from and against all losses, liabilities, claims, damages, costs, fees and expenses whatsoever (including, but not limited to, any and all expenses incurred in investigating, preparing or defending against any litigation commenced or threatened) based upon or arising... out of any actual or alleged false acknowledgment, representation or warranty, or misrepresentation or omission to state a material fact, or breach by the Purchaser Subscriber of any covenant or agreement made by the Purchaser Subscriber herein or in any other document delivered in connection with this Subscription Agreement or any other Transaction Document. Agreement. View More Arrow
Found in Textmunication Holdings, Inc. contract
Indemnification. The In addition to the indemnification provisions set forth in Section 5(e), the Purchaser agrees to indemnify and hold harmless the Company, the Company and [its]/[the Placement Agent and each of their their] respective officers, directors, managers, employees, agents, attorneys, control persons and affiliates from and against all losses, liabilities, claims, damages, costs, fees and expenses whatsoever (including, but not limited to, any and all expenses incurred in investigating, preparing... or defending against any litigation commenced or threatened) based upon or arising out of any actual or alleged false acknowledgment, representation or warranty, or misrepresentation or omission to state a material fact, or breach by the Purchaser of any covenant or agreement made by the Purchaser herein or in any other document delivered in connection with this Subscription Agreement or any other Transaction Document. Agreement. View More Arrow
Found in CytoDyn Inc. contract