Grouped Into 316 Collections of Similar Clauses From Business Contracts
This page contains Indemnification clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Indemnification. 8.1 If Executive is made a party, is threatened to be made a party, or reasonably anticipates being made a party, to any Proceeding by reason of the fact that Executive is or was a director, officer, shareholder, employee, agent, trustee, consultant or representative of the Company or any of its Affiliates or is or was serving at the request of the Company or any of its Affiliates, or in connection with his service hereunder as a director, officer, shareholder, employee, agent, trustee, consulta...nt or representative of another Person, or if any Claim is made, is threatened to be made, or is reasonably anticipated to be made, that arises out of or relates to Executive's service in any of the foregoing capacities, then Executive shall promptly be indemnified and held harmless to the fullest extent permitted or authorized by any plan, program, agreement, corporate governance document or arrangement of the Company or any of its Affiliates, or if greater, by applicable law, against any and all costs, expenses, liabilities and losses (including, without limitation, advancement and payment of attorneys' and other professional fees and charges, judgments, interest, expenses of investigation, penalties, fines, Employee Retirement Income Security Act of 1974, as amended, excise taxes or penalties and amounts paid or to be paid in settlement, with such legal fees advanced to the maximum extent permitted by law) incurred or suffered by him in connection therewith or in connection with seeking to enforce his rights under this Section 8.1, and such indemnification shall continue even if Executive has ceased to be a director, officer, shareholder, employee, agent, trustee, consultant or representative of the Company or other Person and shall inure to the benefit of his heirs, executors and administrators. 8.2 A directors' and officers' liability insurance policy (or policies) shall be kept in place, during the Term and thereafter until the sixth (6th) anniversary of the Termination Date, providing coverage to Executive that is no less favorable to him in any respect than the coverage then being provided to any other current or former director or officer of the Company. 8.3 For purposes of this Agreement, the following terms shall have the following meanings: "Affiliate" of a Person shall mean any Person that directly or indirectly controls, is controlled by, or is under common control with, such Person; "Claim" shall mean any claim, demand, request, investigation, dispute, controversy, threat, discovery request, or request for testimony or information; "Person" shall mean any individual, corporation, partnership, limited liability company, joint venture, trust, estate, board, committee, agency, body, employee benefit plan, or other person or entity; and "Proceeding" shall mean any threatened or actual action, suit or proceeding, whether civil, criminal, administrative, investigative, appellate, formal, informal or other. 8.4 The Company hereby agrees that, for purposes of determining whether any Transaction Payment would be subject to the excise tax under Section 4999 of the Code, the non-compete set forth in Exhibit B shall be treated as an agreement for the performance of personal services. The Company hereby agrees to indemnify, defend, and hold harmless Executive from and against any adverse impact, tax, penalty, or excise tax resulting from the Company or Accountant's attribution of a value to the non-compete set forth in Exhibit B that is less than the total compensation amount disclosed under Item 402(c) of Securities and Exchange Commission Regulation S-K for 2015 (as reported in the 2016 annual report or proxy statement), to the extent the use of such lesser amount results in a larger excise tax under Section 4999 of the Code than Executive would have been subject to had the Company or Accountant attributed a value to the non-compete set forth in Exhibit B that is at least equal to the total compensation amount disclosed under Item 402(c) of Securities and Exchange Commission Regulation S-K for 2015.View More
Indemnification. 8.1 7.1 If Executive is made a party, is threatened to be made a party, or reasonably anticipates being made a party, to any Proceeding by reason of the fact that Executive is or was a director, officer, shareholder, employee, agent, trustee, consultant or representative of the Company or any of its Affiliates affiliates or is or was serving at the request of the Company or any of its Affiliates, affiliates, or in connection with his Executive's service hereunder as a director, officer, sharehol...der, employee, agent, trustee, consultant or representative of another Person, or if any Claim is made, is threatened to be made, or is reasonably anticipated to be made, that arises out of or relates to Executive's service in any of the foregoing capacities, then Executive shall promptly be indemnified and held harmless to the fullest extent permitted or authorized by any plan, program, agreement, corporate governance document or arrangement of the Company or any of its Affiliates, Arrangement, or if greater, by applicable law, against any and all costs, expenses, liabilities and losses (including, without limitation, advancement and payment of attorneys' and other professional fees and charges, judgments, interest, expenses of investigation, penalties, fines, excise taxes under the Employee Retirement Income Security Act of 1974, as amended, excise taxes 1974 or penalties and amounts paid or to be paid in settlement, with such legal fees advanced to the maximum extent permitted by law) settlement) incurred or suffered by him Executive in connection therewith or in connection with seeking to enforce his Executive's rights under this Section 8.1, 7.1, and such indemnification shall continue even if Executive has ceased to be a director, officer, shareholder, employee, agent, trustee, consultant or representative of the Company or other Person and shall inure to the benefit of his Executive's heirs, executors and administrators. 8.2 7.2 A directors' and officers' liability insurance policy (or policies) shall be kept in place, during the Term and thereafter until the sixth (6th) anniversary of the Termination Date, providing coverage to Executive that is no less favorable to him Executive in any respect than the coverage then being provided to any other current or former director or officer of the Company. 8.3 7.3 For purposes of this Agreement, the following terms shall have the following meanings: "Affiliate" of a Person shall mean any Person that directly or indirectly controls, is controlled by, or is under common control with, such Person; "Claim" shall mean any claim, demand, request, investigation, dispute, controversy, threat, discovery request, or request for testimony or information; "Person" shall mean any individual, corporation, partnership, limited liability company, joint venture, trust, estate, board, committee, agency, body, employee benefit plan, or other person or entity; and "Proceeding" shall mean any threatened or actual action, suit or proceeding, whether civil, criminal, administrative, investigative, appellate, formal, informal or other. 8.4 7.4 The Company hereby agrees that, for purposes of determining whether any Transaction Payment parachute payment would be subject to the excise tax under Section 4999 of the Code, Code (the "Excise Tax"), the non-compete set forth in Exhibit B Section 9.2 (the "Non-Compete Provision") shall be treated as an agreement for the performance of personal services. The Company hereby agrees to indemnify, defend, and hold harmless Executive from and against any adverse impact, tax, penalty, or excise tax resulting from the Company or Accountant's attribution of a value to the non-compete set forth in Exhibit B that is less than the total compensation amount disclosed under Item 402(c) of Securities and Exchange Commission Regulation S-K for 2015 (as reported in the 2016 annual report or proxy statement), to the extent the use of such lesser amount results in a larger excise tax under Section 4999 of the Code than Executive would have been subject to had the Company or Accountant attributed a value to the non-compete set forth in Exhibit B that is at least equal to the total compensation amount disclosed under Item 402(c) of Securities and Exchange Commission Regulation S-K for 2015.View More
Indemnification. Executive covenants and agrees to hold harmless the Company from and against all claims, damages, suits, charges, liabilities, costs and expenses (including legal fees and expenses) arising out of any reckless or intentional act or omission of Executive or any act of Executive which is outside the scope of Executive's employment. This obligation shall survive the termination of Executive's employment.
Indemnification. Executive covenants and agrees to hold harmless the Company from and against all claims, damages, suits, charges, liabilities, costs and expenses (including legal fees and expenses) arising out of any reckless or intentional act or omission of Executive or any act of Executive which is outside the scope of Executive's employment. this Agreement. This obligation shall survive the termination of Executive's employment. this Agreement.
Indemnification. The Company and the Director shall enter into an Indemnification Agreement providing for indemnification of the Director in his capacity as a director, to the maximum extent permissible under applicable law, such Indemnification Agreement to be in substantially the form provided to the Company's other outside directors.
Indemnification. The Company and the Director Consultant shall enter into an Indemnification Agreement providing for indemnification of the Director Consultant in his capacity as a director, to the maximum extent permissible under applicable law, such Indemnification Agreement to be in substantially the form provided to the Company's other outside directors.
Indemnification. (a) Each of the Company Entities (each, an "Indemnifying Party" and collectively, the "Indemnifying Parties"), jointly and severally, agrees to indemnify, defend and hold harmless each Indemnitee, to the fullest extent permitted by law, from and against any and all Obligations in any way resulting from, arising out of or in connection with, based upon or relating to (i) the Securities Act, the Exchange Act or any other applicable securities or other laws, in connection with the Transactions, any... other Offering, any other Financing, any Related Document or any of the transactions contemplated thereby, (ii) any other action or failure to act of any member of the Company Group or any of their predecessors, whether such action or failure has occurred or is yet to occur, or (iii) the performance or failure to perform by a Manager or its Affiliates of Services for any member of the Company Group (whether prior to the date hereof or hereafter and whether pursuant to the Services Agreements or otherwise), (iv) the fact that such Indemnitee is or was a stockholder, director or officer of any member of the Company Group, or (v) any breach or alleged breach by such Indemnitee of any duty imposed on a stockholder, officer or director. (b) Without in any way limiting the foregoing Section 2(a), each of the Indemnifying Parties, jointly and severally, agrees to indemnify, defend and hold harmless each Indemnitee from and against any and all Obligations resulting from, 7 arising out of or in connection with, based upon or relating to liabilities under the Securities Act, the Exchange Act or any other applicable securities or other laws, rules or regulations in connection with (i) the inaccuracy or breach of or default under any representation, warranty, covenant or agreement in any Related Document, or any allegation thereof, (ii) any untrue statement or alleged untrue statement of a material fact contained in any Related Document or (iii) any omission or alleged omission to state in any Related Document a material fact required to be stated therein or necessary to make the statements therein not misleading. Notwithstanding the foregoing, the Indemnifying Parties shall not be obligated to indemnify such Indemnitee from and against any such Obligation to the extent that such Obligation arises out of or is based upon an untrue statement or omission made in such Related Document in reliance upon and in conformity with written information furnished to the Company by such Indemnitee in an instrument duly executed by such Indemnitee and specifically stating that it is for use in the preparation of such Related Document. (c) Without in any way limiting the foregoing, in the event that any Proceeding is initiated by an Indemnitee, any member of the Company Group or any other Person to enforce or interpret this Agreement or the Services Agreements, any rights of such Indemnitee to indemnification or advancement of Expenses (or related obligations of such Indemnitee) under any member of the Company Group's certificate of incorporation or bylaws, any other agreement to which Indemnitee and any member of the Company Group are party, any vote of directors of any member of the Company Group, the Delaware General Corporation Law, any other applicable law or any liability insurance policy, or any rights or obligations under the Services Agreements, each of the Indemnifying Parties, jointly and severally, shall indemnify such Indemnitee against all costs and Expenses incurred by such Indemnitee or on such Indemnitee's behalf (including but not limited to by any Manager Associates for all costs and Expenses incurred by it on such Indemnitee's behalf) in connection with such Proceeding, whether or not such Indemnitee is successful in such Proceeding, except to the extent that the Person presiding over Proceeding determines that material assertions made by such Indemnitee in such Proceeding were in bad faith or were frivolous. (d) Notwithstanding anything in this Section 2 to the contrary, it is understood and agreed that nothing in this Agreement is intended to provide for indemnification in respect of taxes imposed on the basis of income of an Indemnitee.View More
Indemnification. (a) Each of the The Company Entities (each, an "Indemnifying Party" and collectively, the "Indemnifying Parties"), jointly and severally, agrees to indemnify, defend and hold harmless each Indemnitee, to the fullest extent permitted by law, from and against any and all Obligations Losses in any way resulting from, arising out of or in connection with, based upon or relating to (i) the Securities Act, the Exchange Act or any other applicable securities or other laws, in connection with the Transa...ctions, any other Offering, any other Financing, IPO, any Related Document or any of the transactions contemplated thereby, (ii) any other action or failure to act of any member of the Company Group or any of their predecessors, whether such action or failure has occurred or is yet to occur, or (iii) the performance or failure to perform by a Manager or its Affiliates of Services for any member of the Company Group (whether prior to the date hereof or hereafter and whether pursuant to the Services Agreements or otherwise), (iv) the fact that such Indemnitee is or was a stockholder, director or officer stockholder of any member of the Company Group, or (v) (iv) any breach or alleged breach by such Indemnitee of any duty imposed on a stockholder, officer or director. director, or (v) any transaction described in the registration statement on Form S-1 for the IPO under the heading "Certain Relationships and Transactions" to which Standard General or any Affiliate thereof is a party; provided, however, that no Indemnitee shall have a right to indemnification, advancement of expenses or exculpation from liability hereunder in respect of the Company Group's rights or remedies under any Indemnitee's contractual obligation to the Company Group. (b) Without in any way limiting the foregoing Section 2(a), each of the Indemnifying Parties, jointly and severally, Company agrees to indemnify, defend and hold harmless each Indemnitee from and against any and all Obligations Losses resulting from, 7 arising out of or in connection with, based upon or relating to liabilities under the Securities Act, the Exchange Act or any other applicable securities or other laws, rules or regulations in connection with (i) the inaccuracy or breach of or default under any representation, warranty, covenant or agreement in any Related Document, or any allegation thereof, (ii) any untrue statement or alleged untrue statement of a material fact contained in any Related Document or (iii) any omission or alleged omission to state in any Related Document a material fact required to be stated therein or necessary to make the statements therein not misleading. Notwithstanding the foregoing, the Indemnifying Parties Company shall not be obligated to indemnify such Indemnitee from and against any such Obligation Losses to the extent that such Obligation arises Losses arise out of or is are based upon an untrue statement or omission made in such any Related Document in reliance upon and in conformity with written information furnished to the Company by such Indemnitee in an instrument duly executed by such Indemnitee and specifically stating that it is for use in the preparation of such any Related Document. (c) Without Subject to Section 2(d), without in any way limiting the foregoing, in the event that any Proceeding Claim is initiated by an Indemnitee, any member of the Company Group or any other Person to enforce or interpret this Agreement or the Services Agreements, Agreement, any rights of such Indemnitee to indemnification or advancement of Expenses (or related obligations of such Indemnitee) under any member of the Company Group's certificate of incorporation or bylaws, bylaws or other similar organizational document (collectively, the "Constituent Documents"), any other agreement to which Indemnitee and any member of the Company Group are party, any vote of directors of any member of the Company Group, the Delaware General Corporation Law, Law or any other applicable law or any liability insurance policy, or any rights or obligations under the Services Agreements, each of the Indemnifying Parties, jointly and severally, Company shall indemnify such Indemnitee against all costs and Expenses incurred by such Indemnitee or on such Indemnitee's behalf (including but not limited to by any Manager Associates for all costs and Expenses incurred by it on such Indemnitee's behalf) in connection with such Proceeding, Claim, whether or not such Indemnitee is successful in such Proceeding, Claim, except to the extent that the Person presiding over Proceeding such Claim determines that material assertions made by such Indemnitee in such Proceeding proceeding were in bad faith or were frivolous. 3 (d) Notwithstanding the foregoing, indemnification shall not be available to the extent that it is finally determined by a court, in a final judgment from which no further appeal may be taken, that such Losses arises out of, or is primarily based upon, the gross negligence or willful misconduct of the Indemnitee. (e) Notwithstanding anything in this Section 2 to the contrary, it is understood and agreed that nothing in this Agreement is intended to provide for indemnification in respect of taxes imposed on the basis of income of an Indemnitee. View More
Indemnification. The Company shall indemnify the Employee, to the maximum extent permitted by applicable law, against all costs, charges and expenses incurred or sustained by Employee in connection with any action, suit or proceeding to which Employee may be made a party by reason of being an officer, director or employee of the Company or of any subsidiary or affiliate of the Company. The Company shall provide, subject to its availability upon reasonable terms (which determination shall be made by the Board) at... its expense, directors and officers insurance for the Employee in reasonable amounts. The Board shall make, in its sole discretion, determination with respect to (a) the availability of insurance upon reasonable terms and (b) the amount of such insurance coverage.View More
Indemnification. The Company shall indemnify the Employee, to the maximum extent permitted by applicable law, against all costs, charges and expenses incurred or sustained by Employee in connection with any action, suit or proceeding to which Employee may be made a party by reason of being an officer, director or employee of the Company or of any subsidiary Subsidiary or affiliate Affiliate of the Company. The Company shall provide, provide at its expense, subject to its availability upon reasonable terms (which... determination shall be made by the Board) at its expense, terms, directors and officers insurance for the Employee in reasonable amounts. The Board Company shall make, in its sole discretion, determination with respect to (a) the availability of insurance upon reasonable terms and (b) the amount of such insurance coverage. View More
Indemnification. The Purchaser understands the meaning and legal consequences of the representations and warranties contained in this Subscription Agreement and agrees to indemnify and hold harmless the Company, its officers and directors, and each agent and employee thereof, from and against any and all loss, damage, liability or expense (including judgments, fines, amounts paid in settlement, attorney's fees and other legal costs actually incurred as a result of any such person or entity being made a party or ...threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative, by reason of or arising from any breach of representation or warranty of it or any misrepresentation or misstatement of fact or omission to state or represent facts made by it to the Company, including without limitation, the information which it has furnished in this Subscription Agreement. THE SUBSCRIBER SHOULD CONSULT HIS OWN PROFESSIONAL ADVISORS REGARDING THIS AGREEMENT AND RESALE RESTRICTIONS APPLICABLE TO THE SECURITIES. (b) All notices or other communications given or made hereunder shall be in writing and shall be delivered or mailed by registered or certified mail, return receipt requested, postage prepaid, to the Company at the address set forth above and to the undersigned at the address set forth on the signature page hereof. (b) This Subscription Agreement constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes any prior or contemporaneous representations, warranties, or agreements (whether oral or written), and may be amended or waived only by a writing executed by the party to be bound. 3 Very truly yours, ________________________________ Name: ___________________________ Subscription Information (to be completed by individual subscriber): Number of Shares Purchased: ________________ Purchase Price of Shares (Number of Shares Purchased x $0.__________ per Share): $_____________ Address: ____________________ ____________________ ____________________ Accepted and agreed to as of the above date. CANSO ENTERPRISES LTD. By: ___________________________________ Name: James Burns Title: President 4 EX-10.2 2 canso_ex102.htm FORM OF SUBSCRIPTION AGREEMENT canso_ex102.htm EXHIBIT 10.2 ________________, 2013 To: Canso Enterprises Ltd. Ave. Javier Rojo Gomez 630 Leyes de Reforma Istapalapa 09310, Mexico City Mexico Attention: James Burns, President 1. The Offering; Subscription. (a) This Subscription Agreement pertains to the offering by Canso Enterprises Ltd., a Nevada corporation (the "Company"), of up to __________ shares of the Company's common stock, par value $0._____________ per share (the "Securities"), at a purchase price of $0.001 per Share, for an aggregate offering of US $____________. (b) The undersigned, intending to be legally bound, hereby offers to purÂchase from the Company _____________ Shares, for an aggregate purchase price of US $___________.View More
Indemnification. The Purchaser understands the meaning and legal consequences of the representations and warranties contained in this Subscription Agreement and Company hereby agrees to indemnify and hold harmless the Company, defend Stillwater and its officers members, managers, shareholders, directors, officers, employees, agents and directors, attorneys, and each agent of them (each an "Indemnified Party"), and employee thereof, to hold each Indemnified Party harmless from and against against, any and all los...s, liability, damage, liability claim or expense (including judgments, fines, amounts paid in settlement, attorney's (including, but not limited to, reasonable attorneys' fees and costs of one counsel) arising out of this Letter Agreement, the other legal costs actually incurred as a result of any such person or entity being made a party or threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative, by reason of or arising from any breach of representation or warranty of it Loan Documents, the transactions contemplated hereby, or any misrepresentation or misstatement of fact or omission to state or represent facts made by it them, except to the Company, including without limitation, extent caused solely by Stillwater's gross negligence or willful misconduct. This Section 22 shall survive the information which it has furnished in this Subscription Agreement. THE SUBSCRIBER SHOULD CONSULT HIS OWN PROFESSIONAL ADVISORS REGARDING THIS AGREEMENT AND RESALE RESTRICTIONS APPLICABLE TO THE SECURITIES. (b) All notices expiration or other communications given or made hereunder shall be in writing earlier termination of (i) Stillwater's obligations to make Loans, (ii) the Loan Documents, and shall be delivered or mailed by registered or certified mail, return receipt requested, postage prepaid, to (iii) the Company at repayment of all Loans and the address set forth above and to performance of the undersigned at Company's obligations under the address set forth on the signature page hereof. (b) This Subscription Agreement constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes any prior or contemporaneous representations, warranties, or agreements (whether oral or written), and may be amended or waived only by a writing executed by the party to be bound. 3 Loan Documents. * * * 15 EXHIBIT 10.32 Very truly yours, ________________________________ STILLWATER TRUST LLC By: Name: ___________________________ Subscription Information (to be completed by individual subscriber): Number of Shares Purchased: ________________ Purchase Price of Shares (Number of Shares Purchased x $0.__________ per Share): $_____________ Address: ____________________ ____________________ ____________________ Title: Accepted and agreed to Agreed as of the above date. CANSO ENTERPRISES LTD. 24th day of March, 2017: eMAGIN CPRPORATION  By: ___________________________________ ___________________________ Name: James Burns Title: President 4 EX-10.2 2 canso_ex102.htm Signature Page to Line Agreement EXHIBIT A  FORM OF SUBSCRIPTION AGREEMENT canso_ex102.htm EXHIBIT 10.2 ________________, 2013 To: Canso Enterprises Ltd. Ave. Javier Rojo Gomez 630 Leyes de Reforma Istapalapa 09310, Mexico City Mexico BORROWING REQUEST _____________ __, 201__ Stillwater Trust LLC 655 Madison Avenue, 20th Floor New York, New York 10065  Attention: James Burns, President 1. The Offering; Subscription. (a) This Subscription Agreement pertains ______________________ Reference is made to the offering by Canso Enterprises Ltd., Line of Credit Letter Agreement dated March __, 2017 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the "Line Agreement"), between eMAGIN CORPORATION (the "Company") and STILLWATER TRUST LLC ("Stillwater"), pursuant to which Stillwater maintains a Nevada corporation (the "Company"), certain line of up to __________ shares credit in favor of the Company's common stock, par value $0._____________ per share (the "Securities"), at a purchase price of $0.001 per Share, for an aggregate offering of US $____________. (b) The undersigned, intending to be legally bound, hereby offers to purÂchase from Company. Capitalized terms used herein that are defined in the Company _____________ Shares, for an aggregate purchase price of US $___________. Line Agreement shall have the meanings therein defined. View More
Indemnification. Contractor hereby indemnifies Company and holds Company harmless against any damages, liability, costs, expenses and fees (including reasonable attorney's fees and court costs) incurred as a result of or in connection with any claim or proceeding against Company arising out of any breach or claimed breach of this Agreement or of any warranty, representation or covenant by Contractor herein, as well as any negligent act or omission by Contractor. Contractor agrees to pay Company on demand any amo...unts for which Contractor may be responsible under the foregoing indemnity and, without limiting any of Company's other rights or remedies, Company may deduct the same from any and all monies payable hereunder or any other agreement between Contractor and Company if Contractor does not so pay Company on demand.View More
Indemnification. Contractor hereby indemnifies Company and holds Company harmless against any damages, liability, costs, expenses and fees (including reasonable attorney's fees and court costs) incurred as a result of or in connection with any claim or proceeding against Company arising out of any breach or claimed breach of this Agreement or by Contractor of any warranty, representation or covenant by Contractor herein, as well as any negligent act or omission by Contractor. contained in Section 26 herein. Cont...ractor agrees to pay Company on demand any amounts for which Contractor may be responsible under the foregoing indemnity and, without limiting indemnity. The Company hereby indemnifies Contractor and holds Contractor harmless against any damages, liability, costs, expenses and fees (including reasonable attorney's fees and court costs incurred by the Contractor in defending or investigating any legal action or in enforcing his rights hereunder) incurred as a result of Company's other rights or remedies, in connection with any claim or proceeding against Contractor arising out of Contractor's services provided hereunder. The Company agrees to pay Contractor on demand any amounts for which the Company may deduct be responsible under the same from any and foregoing indemnity. Further, the Company shall reimburse Contractor for all monies payable hereunder or any other agreement between necessary expenditures incurred by the Contractor and Company if Contractor does not so pay Company on demand. in direct consequence of the discharge of his duties hereunder. View More
Indemnification. Vivus agrees to defend and indemnify and hold Purchaser, its sublicensees and their respective directors, officers and employees (the "Purchaser Indemnified Parties") harmless against any and all Third Party claims, suits or proceedings, and all associated expenses, recoveries and damages, including court costs and reasonable attorneys' fees and expenses, arising out of, based on, or caused by the breach by Vivus of any representation, warranty, or covenant contained in this Agreement, except in... each case to the extent that such claims, suits, proceedings, expenses, recoveries or damages arise from the breach by Purchaser of any representation, warranty, or covenant contained in this Agreement or any negligence or willful misconduct by a Purchaser Indemnified Party. 10.2 Indemnification by Purchaser. Purchaser agrees to defend and indemnify and hold Vivus, its Affiliates, and their respective directors, officers and employees (the "Vivus Indemnified Parties") harmless against any and all Third Party claims, suits, proceedings, and all associated expenses, recoveries, and damages including court costs and reasonable attorneys' fees and expenses, arising out of, based on, or caused by the breach by Purchaser of any representation or warranty or covenant contained in this Agreement, except in each case to the extent that such claims, suits, proceedings, expenses, recoveries or damages arise from the breach by Vivus of any representation or warranty or covenant contained in this Agreement or any negligence or willful misconduct by a Vivus Indemnified Party. 10.3 Indemnification Procedures. The Party claiming indemnity under this Article 10 (the "Indemnified Party") shall give written notice to the Party from whom indemnity is being sought (the "Indemnifying Party") *** after learning of a written claim ("Indemnified Claim"). Failure by an *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. 12 Indemnified Party to give notice of an Indemnified Claim *** after receiving a writing reflecting such Claim shall not relieve the Indemnifying Party of its indemnification obligations hereunder except and solely to the extent that such Indemnifying Party is actually prejudiced as a result of such failure to give such notice. The Indemnifying Party shall have the right to assume the conduct and defense of the Indemnified Claim with counsel of its choice; provided that, the Indemnifying Party shall not have the right to assume any Indemnified Claim if (x) the Indemnifying Party fails to provide reasonable evidence of its ability and willingness to satisfy such claim, or (y) such claim involves a criminal or regulatory enforcement action. The Indemnified Party shall provide the Indemnifying Party with reasonable assistance in connection with the defense of the Indemnified Claim. The Indemnified Party may monitor such defense with counsel of its own choosing at its sole expense. The Indemnifying Party may not settle the Indemnified Claim without the prior written consent of the Indemnified Party, such consent shall not be unreasonably withheld, delayed or conditioned. In no event shall the Indemnifying Party settle the Indemnified Claim unless such settlement provides an unconditional and full release of the Indemnified Party. If the Indemnifying Party does not assume and conduct the defense of the Indemnified Claim as provided above: (a) the Indemnified Party may assume and conduct the defense of the Indemnified claim at the Indemnifying Party's expense; (b) the Indemnified Party may consent to the entry of any judgment or enter into any settlement with respect to the Indemnified Claim in any manner the Indemnified Party may deem reasonably appropriate (and the Indemnified Party need not consult with, or obtain any consent from, the Indemnifying Party in connection therewith); and (c) the Indemnifying Party will remain responsible to indemnify the Indemnified Party for Indemnified Claims as provided in this Article 10.View More
Indemnification. Vivus SWI agrees to defend and indemnify and hold Purchaser, its sublicensees Affiliates, and their respective directors, officers and employees (the "Purchaser Indemnified Parties") harmless against any and all Third Party claims, suits or proceedings, and all associated expenses, recoveries and damages, including court costs and reasonable attorneys' fees and expenses, arising out of, based on, or caused by the breach by Vivus SWI of any representation, warranty, or covenant contained in this ...Agreement, except in each case to the extent that such claims, suits, proceedings, expenses, recoveries or damages arise from the breach by Purchaser of any representation, warranty, or covenant contained in this Agreement or any negligence or willful misconduct by a Purchaser Indemnified Party. 10.2 Indemnification by Purchaser. Purchaser agrees to defend and indemnify and hold Vivus, SWI, its Affiliates, and their respective directors, officers and employees (the "Vivus "SWI Indemnified Parties") harmless against any and all Third Party claims, suits, proceedings, and all associated expenses, recoveries, and damages including court costs and reasonable attorneys' fees and expenses, arising out of, based on, or caused by (i) the storage, sale, shipment, promotion or distribution of the Product by Purchaser or its licensees, or (ii) the breach by Purchaser of any representation or warranty or covenant contained in this Agreement, except in each case to the extent that such claims, suits, proceedings, expenses, recoveries or damages arise from the breach by Vivus SWI of any representation or warranty or covenant contained in this *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. 18 Agreement or any negligence or willful misconduct by a Vivus SWI Indemnified Party. 10.3 Indemnification Procedures. The Party claiming indemnity under this Article 10 (the "Indemnified Party") shall give written notice to the Party from whom indemnity is being sought (the "Indemnifying Party") *** as soon as reasonably practicable after learning of a written claim ("Indemnified Claim"). Failure by an *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. 12 Indemnified Party to give notice of an Indemnified Claim *** as soon as reasonably practicable after receiving a writing reflecting such Claim shall not relieve the Indemnifying Party of its indemnification obligations hereunder except and solely to the extent that such Indemnifying Party is actually prejudiced as a result of such failure to give such notice. The Indemnifying indemnifying Party shall have the right to assume the conduct and defense of the Indemnified Claim with counsel of its choice; provided that, the Indemnifying Party shall not have the right to assume any Indemnified Claim if (x) (i) the Indemnifying Party fails to provide reasonable evidence of its ability and willingness to satisfy such claim, or (y) (ii) such claim involves a criminal or regulatory enforcement action. The Indemnified Party shall provide the Indemnifying Party with reasonable assistance in connection with the defense of the Indemnified Claim. The Indemnified Party may monitor such defense with counsel of its own choosing at its sole expense. The Indemnifying Party may not settle the Indemnified Claim without the prior written consent of the Indemnified Party, such consent shall not be unreasonably withheld, delayed or conditioned. In no event shall the Indemnifying Party settle the Indemnified Claim unless such settlement provides an unconditional and full release of the Indemnified Party. Party; such consent shall not be unreasonably withheld, delayed or conditioned. If the Indemnifying Party does not assume and conduct the defense of the Indemnified Claim as provided above: (a) the Indemnified Party may assume and conduct the defense of the Indemnified claim at the Indemnifying Party's expense; (b) the Indemnified Party may consent to the entry of any judgment or enter into any settlement with respect to the Indemnified Claim in any manner the Indemnified Party may deem reasonably appropriate (and the Indemnified Party need not consult with, or obtain any consent from, the Indemnifying Party in connection therewith); and (c) the Indemnifying Party will remain responsible to indemnify the Indemnified Party for Indemnified Claims as provided in this Article 10. View More
Indemnification. In the event that Executive is made a party or threatened to be made a party to any action, suit, or proceeding (a "Proceeding"), other than any Proceeding initiated by Executive or the Company or any affiliate thereof related to any contest or dispute between Executive and the Company or any affiliate, by reason of the fact that Executive is or was a director or officer of, or was otherwise acting on behalf of, the Company or any affiliate of the Company or any other entity at the request of th...e Company, Executive shall be indemnified and held harmless by the Company, to the maximum extent permitted under applicable law, from and against any and all liabilities, costs, claims and expenses, including any and all costs and expenses incurred in defense of any Proceeding, and all amounts paid in settlement thereof after consultation with, and receipt of approval from, the Company, which approval shall not be unreasonably withheld, conditioned or delayed. Notwithstanding anything in this Agreement to the contrary, the Company shall not be obligated to (A) indemnify or advance funds to Executive for expenses or losses with respect to a Proceeding if (x) such indemnification or advancement is prohibited by applicable law or (y) a court of competent jurisdiction or arbitrator determines that any material assertion made by Executive in such Proceeding was not made in good faith or was frivolous; (B) indemnify Executive for the disgorgement of profits arising from the purchase or sale by Executive of securities of the Company or any affiliate in violation of Section 16(b) of the Securities Exchange Act of 1934, as amended, or any similar statute; or (C) indemnify or advance funds to Executive for Executive's reimbursement to the Company of any bonus or other incentive-based or equity-based compensation previously received by Executive or payment of any profits realized by Executive.View More
Indemnification. In the event that Executive is made a party or threatened to be made a party to any action, suit, or proceeding (a "Proceeding"), other than any Proceeding initiated by Executive or the Company or any affiliate thereof related to any contest or dispute between Executive and the Company or any affiliate, by reason of the fact that Executive is or was a director or officer of, or was otherwise acting on behalf of, the Company or any affiliate of the Company or any other entity at the request of th...e Company, Executive shall be indemnified and held harmless by the Company, to the maximum extent permitted under applicable law, from and against any and all liabilities, costs, claims and expenses, including any and all costs and expenses incurred in defense of any Proceeding, and all amounts paid in settlement thereof after consultation with, and receipt of approval from, the Company, which approval shall not be unreasonably withheld, conditioned or delayed. Notwithstanding anything in this Agreement to the contrary, the Company shall not be obligated to (A) indemnify or advance funds to Executive for expenses or losses with respect to a Proceeding if (x) such indemnification or advancement is prohibited by applicable law or (y) a court of competent jurisdiction or arbitrator determines that any material assertion made by Executive in such Proceeding was not made in good faith or was frivolous; (B) indemnify Executive for the disgorgement of profits arising from the purchase or sale by Executive of securities of the Company or any affiliate in violation of Section 16(b) of the Securities Exchange Act of 1934, as amended, or any similar statute; or (C) indemnify or advance funds to Executive for Executive's reimbursement to the Company of any bonus or other incentive-based or equity-based compensation previously received by Executive or payment of any profits realized by Executive. Executive 26. Severability. Should any particular section, covenant, restriction, or language included in this Agreement be held to be unreasonable or unenforceable for any reason, including without limitation the time period, geographical area, or scope of activity covered by a restrictive covenant, then such section, covenant, restriction, or language shall be given effect and enforced to whatever extent would be reasonable and enforceable. All remaining sections, covenants, restrictions, and language shall remain in full force and effect in accordance with the terms thereof. View More
Indemnification. Company Documentation and Information. The Company agrees that it shall, at all times, assume full and unqualified responsibility to provide the Consultant with accurate and complete information and documentation regarding the Company and its affairs, prospects, and plans. To further the Consultant's use of the information and documentation, the Company hereby agrees to reasonably indemnify and hold the Consultant and its officers, directors, employees, agents, attorneys, and affiliates harmless... from and against any and all liabilities, losses, damages, costs, expenses (including attorneys' fees, costs, anddisbursements) incurred by the Consultant (collectively, as "Covered Amounts") in connection with any existing or later asserted dispute, claim, action, or proceeding (whether civil, criminal, or administrative) (collectively, the "Claim") which arises out of any claims, demands, causes of action, or other facts or circumstances which assert that any documentation, information (including any Company Documentation and anyone or more supplements and amendments thereto), press releases, public statements, letters, documents, notes, memoranda, emails, facsimile transmissions or other documents (the "Public Information") approved or delivered by the Company and used by the Consultant, are inaccurate, incomplete, or violate any provincial, state or federal securities law or other statutes, rules, or securities regulation except where a court of final and competent jurisdiction or arbitrator determines that such claim resulted solely from the fraud, negligence or wilful misconduct of such indemnified party. The terms "approved or delivered by the Company" as used in this Section 5.1 of this Agreement shall be construed to include all written or electronic documents and written or electronic information provided to the Consultant by the Company, its officers, directors, employees, agents, attorneys, and affiliates (collectively, as "Company Representatives") whether in paper or electronic form.View More
Indemnification. Company Documentation and Information. The Company agrees that it shall, at all times, assume full and unqualified responsibility to provide the Consultant with accurate and complete information and documentation regarding the Company and its affairs, prospects, and plans. To further the Consultant's use of the information and documentation, the Company hereby agrees to reasonably indemnify and hold the Consultant and its officers, directors, employees, agents, attorneys, and affiliates harmless... from and against any and all liabilities, losses, damages, costs, expenses (including attorneys' fees, costs, anddisbursements) incurred by the Consultant (collectively, as "Covered Amounts") in connection with any existing or later asserted dispute, claim, action, or proceeding (whether civil, criminal, or administrative) (collectively, the "Claim") which arises out of any claims, demands, causes of action, or other facts or circumstances which assert that any documentation, information (including any Company Documentation and anyone or more supplements and amendments thereto), press releases, public statements, letters, documents, notes, memoranda, emails, facsimile transmissions or other documents (the "Public Information") approved or delivered by the Company and used by the Consultant, are inaccurate, incomplete, or violate any provincial, state or federal securities law or other statutes, rules, or securities regulation except where a court of final and competent jurisdiction or arbitrator determines that such claim resulted solely from the fraud, negligence or wilful misconduct of such indemnified party. The terms "approved or delivered by the Company" as used in this Section 5.1 of this Agreement shall be construed to include all written or electronic documents and written or electronic information provided to the Consultant by the Company, its officers, directors, employees, agents, attorneys, and affiliates (collectively, as "Company Representatives") whether in paper or electronic form. 4 2. Use of the Public Information. The Consultant shall (A) submit all proposed Public Information to the Company for its review and evaluation in advance of any use or distribution of any Public Information; and (B) shall have the right to reasonably rely upon its receipt of any Public Information received from Company Representatives indicating that such Public Information has been approved by the Company and the same may be released and distributed by the Consultant upon such terms as the Consultant, in the sole exercise of its discretion, may determine. In the event that any approved Public Information is released or distributed by the Consultant, the Company, or if both of them subsequently determine that the Public Information is or later becomes inaccurate or incomplete in some material respect, the Company shall, at its sole expense, undertake all efforts to correct said prior release of Public Information and take such other steps on a timely basis (in view of the circumstances of said prior release and distribution of Public Information) as the Consultant may reasonably advise. Any said action to correct said prior release of Public Information shall, to the extent possible, serve to inform the public capital markets and any person who directly or personally received the prior release of Public Information, of the nature and extent of the corrected information. View More
