Grouped Into 49 Collections of Similar Clauses From Business Contracts
This page contains Indemnity clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Indemnity. The Company shall indemnify the Advisor and its affiliates and their respective directors, officers, employees, shareholders, representatives and agents in accordance with the indemnification provisions set forth in Annex I hereto, all of which are incorporated herein by reference. Notwithstanding the foregoing and Annex I, the Advisor agrees, if there is no Closing, (i) that it does not have any right, title, interest or claim of any kind in or to any monies in the Company's trust account estab...lished in connection with the IPO ("Trust Account") with respect to this Agreement (each, a "Claim"); (ii) to waive any Claim it may have in the future as a result of, or arising out of, any services provided to the Company hereunder; and (iii) to not seek recourse against the Trust Account with respect to the Fee.View More
Indemnity. The Company shall indemnify the Advisor Advisors and its their affiliates and their respective directors, officers, employees, shareholders, representatives and agents in accordance with the indemnification provisions set forth in Annex I hereto, all of which are incorporated herein by reference. Notwithstanding the foregoing and Annex I, the 1, each Advisor agrees, if there is no Closing, (i) that it does not have any right, title, interest or claim of any kind (each, a "Claim") in or to any mo...nies in the Company's trust account ("Trust Account") established in connection with the IPO ("Trust Account") with respect to this Agreement (each, a "Claim"); the foregoing indemnity and the Fee or any expenses provided for hereunder; (ii) to waive any Claim it may have in the future as a result of, or arising out of, any services Services provided to the Company hereunder; hereunder or the foregoing indemnity; and (iii) to not seek recourse against the Trust Account with respect to any Claim relating to the Fee. foregoing indemnity or Fee or any expenses provided for hereunder. View More
Indemnity. The Company shall indemnify the Advisor Advisors and its their affiliates and their respective directors, officers, employees, shareholders, representatives and agents in accordance with the indemnification provisions set forth in Annex I hereto, all of which are incorporated herein by reference. Notwithstanding the foregoing and Annex I, the 1, each Advisor agrees, if there is no Closing, (i) that it does not have any right, title, interest or claim of any kind in or to any monies in the Compan...y's trust account ("Trust Account") established in connection with the IPO ("Trust Account") with respect to this Agreement the Fee or any expenses provided for hereunder (each, a "Claim"); (ii) to waive any Claim it may have in the future as a result of, or arising out of, any services Services provided to the Company hereunder; and (iii) to not seek recourse against the Trust Account with respect to the Fee. Fee or any expenses provided for hereunder. View More
Indemnity. The Company shall indemnify the Advisor and its affiliates and their respective directors, officers, employees, shareholders, representatives representatives, and agents in accordance with the indemnification provisions set forth in Annex I hereto, all of which are incorporated herein by reference. Notwithstanding the foregoing and Annex I, the Advisor agrees, if there is no Closing, (i) hereby acknowledges that the Company has established a trust account (the "Trust Account") containing the pro...ceeds of the IPO and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of the Company's public stockholders and certain other parties (including the underwriters of the IPO). For and in consideration of the Company entering into this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Advisor hereby agrees that it does not now and shall not at any time hereafter have any right, title, interest or claim of any kind in or to any monies assets held in the Company's trust account established in connection with Trust Account as a result of entering into this Agreement, and shall not make any claim against the IPO ("Trust Account") with respect Trust Account as a result of entering into this Agreement, regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to this Agreement (each, a "Claim"); (ii) to waive hereafter as the "Released Claims"). The Advisor hereby irrevocably waives any Claim Released Claims that it may have against the Trust Account now or in the future as a result of, or arising out of, any services of the Services provided to the Company hereunder; hereunder and (iii) to will not seek recourse against the Trust Account with respect to the Fee. thereto. View More
Indemnity. The Borrower agrees to indemnify each of the Bank, each legal entity, if any, who controls, is controlled by or is under common control with the Bank, and each of their respective directors, officers and employees (the "Indemnified Parties"), and to defend and hold each Indemnified Party harmless from and against any and all claims, damages, losses, liabilities and expenses (including all fees and charges of internal or external counsel with whom any Indemnified Party may consult and all expense...s of litigation and preparation therefor) which any Indemnified Party may incur or which may be asserted against any Indemnified Party by any person, entity or governmental authority (including any person or entity claiming derivatively on behalf of the Borrower), in connection with or arising out of or relating to the matters referred to in this Note or in the other Loan Documents or the use of any advance hereunder, whether (a) arising from or incurred in connection with any breach of a representation, warranty or covenant by the Borrower, or (b) arising out of or resulting from any suit, action, claim, proceeding or governmental investigation, pending or threatened, whether based on statute, regulation or order, or tort, or contract or otherwise, before any court or governmental authority; provided, however, that the foregoing indemnity agreement shall not apply to any claims, damages, losses, liabilities and expenses solely attributable to an Indemnified Party's gross negligence or willful misconduct. The indemnity agreement contained in this Section shall survive the termination of this Note, payment of any advance hereunder and the assignment of any rights hereunder. The Borrower may participate at its expense in the defense of any such action or claim.View More
Indemnity. The Borrower agrees to indemnify each of the Bank, Lender, each legal entity, if any, who controls, is controlled by or is under common control with the Bank, Lender, and each of their respective directors, managers, officers and employees (the "Indemnified Parties"), Parties"). and to defend and hold each -6- Indemnified Party harmless from and against any and all claims, damages, losses, liabilities and expenses (including all fees and charges of internal or external counsel with whom any Inde...mnified Party may consult and all expenses of litigation and preparation therefor) which any Indemnified Party may incur or which may be asserted against any Indemnified Party by any person, entity or governmental authority (including any person or entity claiming derivatively on behalf of the Borrower), in connection with or arising out of or relating to the matters referred to in this Note or in the other Loan Documents Agreement or the use of any advance hereunder, Obligations, whether (a) arising from or incurred in connection with any breach of a representation, warranty or covenant by the Borrower, or (b) arising out of or resulting from any suit, action, claim, proceeding or governmental investigation, pending or threatened, whether based on statute, regulation or order, or tort, or contract or otherwise, before any court or governmental authority; provided, however, that the foregoing indemnity agreement shall not apply to any claims, damages, losses, liabilities and expenses solely attributable to an Indemnified Party's gross negligence or willful misconduct. The indemnity agreement contained in this Section shall survive the termination of this Note, Agreement, payment of any advance hereunder the Obligations and the assignment of any rights hereunder. The Borrower may participate at its expense in the defense of any such action or claim. View More
Indemnity. The Borrower Maker agrees to indemnify each of the Bank, each legal entity, if any, who controls, is controlled by or is under common control with the Bank, Holder and each of their respective directors, its managers, officers and employees members (the "Indemnified Parties"), and to defend and hold each Indemnified Party harmless from and against any and all claims, damages, losses, liabilities and expenses (including all reasonable attorney's costs and fees and charges of internal or external ...counsel with whom any Indemnified Party may consult and all expenses of litigation and preparation therefor) which any Indemnified Party may incur or which may be asserted against any Indemnified Party by any person, entity or governmental authority (including any person or entity claiming derivatively on behalf of the Borrower), Maker), in connection with or arising out of or relating to the matters referred to in this Note or in the other Loan Documents or the use of any advance funds advanced hereunder, whether (a) arising from or incurred in connection with any breach of a representation, warranty or covenant by the Borrower, Maker, or (b) arising out of or resulting from any suit, action, claim, proceeding or governmental investigation, pending or threatened, whether based on statute, regulation or order, or tort, or contract or otherwise, before any court or governmental authority; provided, however, that the foregoing indemnity agreement obligation shall not apply to any claims, damages, losses, liabilities and expenses solely attributable to an Indemnified Party's gross negligence or willful misconduct. The indemnity agreement obligation contained in this Section 6 shall survive the termination of this Note, payment of any advance the principal hereunder and the assignment of any rights hereunder. The Borrower may participate at its expense in the defense of any such action or claim.View More
Indemnity. The Borrower Assignor agrees to indemnify each of the Bank, each legal entity, if any, who controls, is controlled by or is under common control with controls the Bank, Bank and each of their respective directors, officers and employees (the "Indemnified Parties"), and to defend and hold each Indemnified Party harmless from and against against, any and all claims, damages, losses, liabilities and expenses (including all fees and charges of internal or external counsel with whom any Indemnified P...arty may consult and all expenses of litigation and preparation therefor) which any Indemnified Party may incur incur, or which may be asserted against any Indemnified Party by any person, entity or governmental authority (including any person or entity claiming derivatively on behalf of the Borrower), Assignor), in connection with or arising out of or relating to the matters referred to in Escrow Agreement or arising out of or by reason of this Note or in the other Loan Documents or the use of any advance hereunder, Assignment, whether (a) arising from or incurred in connection with any breach of a representation, warranty or covenant by the Borrower, Assignor, or (b) arising out of or resulting from any suit, action, claim, proceeding or governmental investigation, pending or threatened, whether based on statute, regulation or order, or tort, or contract or otherwise, before any court or governmental authority; provided, however, that the foregoing indemnity agreement shall not apply to any claims, damages, losses, liabilities and expenses solely attributable to an Indemnified Party's gross negligence or willful misconduct. The indemnity agreement contained in this Section shall survive the termination of this Note, Assignment, payment of any advance hereunder Loan and the assignment of any rights hereunder. The Borrower Assignor may participate at its expense in the defense of any such action or claim. View More
Indemnity. Debtor hereby indemnifies and agrees to hold harmless Lender, and its officers, directors, employees, agents and representatives (each an "Indemnified Person") from and against any and all liabilities, obligations, claims, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature (collectively, the "Claims") which may be imposed on, incurred by, or asserted against, any Indemnified Person arising in connection with the Loan Documents, the Indeb...tedness or the Collateral (including without limitation, the enforcement of the Loan Documents and the defense of any Indemnified Person's actions and/or inactions in connection with the Loan Documents). WITHOUT LIMITATION, THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PERSON WITH RESPECT TO ANY CLAIMS WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF THE NEGLIGENCE OF SUCH AND/OR ANY OTHER INDEMNIFIED PERSON, EXCEPT TO THE LIMITED EXTENT THE CLAIMS AGAINST AN INDEMNIFIED PERSON ARE PROXIMATELY CAUSED BY SUCH INDEMNIFIED PERSON'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. If Debtor or any third party ever alleges such gross negligence or willful misconduct by any Indemnified Person, the indemnification provided for in this 22 Section shall nonetheless be paid upon demand, subject to later adjustment or reimbursement, until such time as (a) a court of competent jurisdiction enters a final judgment as to the extent and effect of the alleged gross negligence or willful misconduct, or (b) Lender has expressly agreed in writing with Debtor that such Claim is proximately caused by such Indemnified Person's gross negligence or willful misconduct. The indemnification provided for in this Section shall survive the termination of this Agreement and shall extend and continue to benefit each individual or entity that is or has at any time been an Indemnified Person hereunder.View More
Indemnity. Debtor hereby indemnifies and agrees to hold harmless Lender, and its officers, directors, employees, agents and representatives (each an "Indemnified Person") from and against any and all liabilities, obligations, claims, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature (collectively, the "Claims") which may be imposed on, incurred by, or asserted against, any Indemnified Person arising in connection with the Loan Documents, the Indeb...tedness or the Collateral (including without limitation, the enforcement of the Loan Documents and the defense of any Indemnified Person's actions and/or inactions in connection with the Loan Documents). PLEDGOR HEREBY INDEMNIFIES AND AGREES TO HOLD HARMLESS SECURED PARTY, AND ITS OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES, AGENTS AND REPRESENTATIVES (EACH AN "INDEMNIFIED PERSON") FROM AND AGAINST ANY AND ALL LIABILITIES, OBLIGATIONS, CLAIMS, LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS, EXPENSES OR DISBURSEMENTS OF ANY KIND OR NATURE (COLLECTIVELY, THE "CLAIMS") WHICH MAY BE IMPOSED ON, INCURRED BY, OR ASSERTED AGAINST, ANY INDEMNIFIED PERSON ARISING IN CONNECTION WITH THE LOAN DOCUMENTS, THE INDEBTEDNESS OR THE COLLATERAL (INCLUDING WITHOUT LIMITATION, THE FOREGOING INDEMNITIES SHALL APPLY TO EACH ENFORCEMENT OF THE LOAN DOCUMENTS AND THE DEFENSE OF ANY INDEMNIFIED PERSON PERSON'S ACTIONS OR INACTIONS IN CONNECTION WITH RESPECT TO ANY THE LOAN DOCUMENTS), REGARDLESS OF WHETHER THE CLAIMS WHICH ARE BASED IN WHOLE OR IN PART ARE CAUSED BY ON THE NEGLIGENCE, STRICT LIABILITY, BREACH OF CONTRACT OR ARISE OUT OTHER FAULT OR LIABILITY OF THE NEGLIGENCE INDEMNIFIED PERSON. THE INDEMNIFICATION PROVIDED FOR IN THIS SECTION SHALL SURVIVE THE TERMINATION OF SUCH AND/OR THIS AGREEMENT AND SHALL EXTEND AND CONTINUE TO BENEFIT EACH INDIVIDUAL OR ENTITY WHO IS OR HAS AT ANY OTHER TIME BEEN AN INDEMNIFIED PERSON, PERSON HEREUNDER; EXCEPT TO THE LIMITED EXTENT THE CLAIMS AGAINST AN INDEMNIFIED PERSON ARE PROXIMATELY CAUSED BY SUCH INDEMNIFIED PERSON'S ACTION OR OMISSION CONSTITUTES GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. If Debtor or any third party ever alleges such gross negligence or willful misconduct by any Indemnified Person, the indemnification provided for in this 22 Section shall nonetheless be paid upon demand, subject to later adjustment or reimbursement, until such time as (a) a court of competent jurisdiction enters a final judgment as to the extent and effect of the alleged gross negligence or willful misconduct, or (b) Lender has expressly agreed in writing with Debtor that such Claim is proximately caused by such Indemnified Person's gross negligence or willful misconduct. The indemnification provided for in this Section shall survive the termination of this Agreement and shall extend and continue to benefit each individual or entity that is or has at any time been an Indemnified Person hereunder. MISCONDUCT ON THE PART OF SUCH INDEMNIFIED PERSON, AS DETERMINED BY A COURT OF COMPETENT JURISDICTION IN A FINAL, NONAPPEALABLE ORDER. View More
Indemnity. Debtor Each Borrower hereby jointly and severally indemnifies and agrees to hold harmless Lender, and its officers, directors, employees, agents and representatives (each an "Indemnified Person") from and against any and all liabilities, obligations, claims, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature (collectively, the "Claims") which may be are imposed on, incurred by, or asserted against, any Indemnified Person arising in conne...ction with the Loan Documents, the Indebtedness or the Collateral (including without limitation, the enforcement of the Loan Documents and the defense of any Indemnified Person's actions and/or inactions in connection with the Loan Documents). Documents, except to the limited extent the Claims against an Indemnified Person are caused by any Indemnified Person's gross negligence or willful misconduct). WITHOUT LIMITATION, THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PERSON WITH RESPECT TO ANY CLAIMS WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF THE NEGLIGENCE OF SUCH AND/OR ANY OTHER INDEMNIFIED PERSON, EXCEPT TO THE LIMITED EXTENT THE CLAIMS AGAINST AN INDEMNIFIED PERSON ARE PROXIMATELY CAUSED BY SUCH INDEMNIFIED PERSON'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. If Debtor or any third party ever alleges such gross negligence or willful misconduct by any Indemnified Person, the indemnification provided for in this 22 Section shall nonetheless be paid upon demand, subject to later adjustment or reimbursement, until such time as (a) a court of competent jurisdiction enters a final judgment as to the extent and effect of the alleged gross negligence or willful misconduct, or (b) Lender has expressly agreed in writing with Debtor that such Claim is proximately caused by such Indemnified Person's gross negligence or willful misconduct. PERSON. The indemnification provided for in this Section shall survive the termination of this Agreement and shall extend and continue to benefit each individual or entity that is or has at any time been an Indemnified Person hereunder. View More
Indemnity. Debtor hereby indemnifies and agrees to hold harmless Lender, and its officers, directors, employees, agents and representatives (each an "Indemnified Person") from and against any and all liabilities, obligations, claims, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature (other than consequential damages and loss of anticipated profits or earnings) (collectively, the "Claims") which may be imposed on, incurred by, or asserted against, ...any Indemnified Person arising in connection with the Loan Documents, the Indebtedness or the Collateral (including without limitation, the enforcement of the Loan Documents and the defense of any Indemnified Person's actions and/or or inactions in connection with the Loan Documents). WITHOUT LIMITATION, THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PERSON WITH RESPECT TO ANY CLAIMS WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF THE NEGLIGENCE OF SUCH AND/OR PERSON OR ANY OTHER INDEMNIFIED PERSON, EXCEPT TO THE LIMITED EXTENT THE CLAIMS AGAINST AN INDEMNIFIED PERSON ARE PROXIMATELY CAUSED BY SUCH INDEMNIFIED PERSON'S GROSS NEGLIGENCE NEGLIGENCE, BAD FAITH OR WILLFUL MISCONDUCT. If Debtor or any third party ever alleges such gross negligence or willful misconduct by any Indemnified Person, the indemnification provided for in this 22 Section shall nonetheless be paid upon demand, subject to later adjustment or reimbursement, until such time as (a) a court of competent jurisdiction enters a final judgment as to the extent and effect of the alleged gross negligence or willful misconduct, or (b) Lender has expressly agreed in writing with Debtor that such Claim is proximately caused by such Indemnified Person's gross negligence or willful misconduct. The indemnification provided for in this Section 12 shall survive the termination of this Agreement and shall extend and continue to benefit each individual or entity that is or has at any time been an Indemnified Person hereunder. LOAN AND SECURITY AGREEMENT – PAGE 15 REDPOINT CAPITAL ASSET FUNDING, LLC – EFR 2016-2, LLC 13.Limitation of Liability. Notwithstanding anything in this Agreement or the other Loan Documents to the contrary (including Section 12 of this Agreement), in no event shall Debtor be liable to Lender or any of its Affiliates for any indirect, consequential, incidental, punitive, exemplary or special damages or expenses. View More
Indemnity. Subtenant shall indemnify Sublandlord, its officers, directors, shareholders, agents and employees (collectively "Sublandlord's Indemnified Parties") against, and hold Sublandlord, and Sublandlord's Indemnified Parties harmless from, any and all demands, claims, causes of action, fines, penalties, damages (excluding all consequential damages, except for any consequential damages incurred by Master Landlord which may be asserted against Sublandlord), losses, liabilities, judgments, and expenses (...including, without limitation, reasonable attorneys' fees and court costs) incurred in connection with, or arising from: (a) the use or occupancy of the Premises by Subtenant or any persons claiming under Subtenant; (b) any activity, work, or thing done, permitted or suffered by Subtenant in or about the Premises; (c) any acts, omissions, or negligence of Subtenant or any person claiming under Subtenant, or the contractors, agents, employees, invitees, or visitors of Subtenant or any such person as it relates to this Sublease or the Premises; (d) any breach, violation, or nonperformance by Subtenant or any person claiming under Subtenant or the employees, agents, contractors, invitees, or visitors of Subtenant or any such person of any term, covenant, or provision of this Sublease or any law, ordinance, or governmental requirement of any kind for which the tenant is obligated to comply under the Master Lease; (e) any injury or damage to the person, property or business of Sublandlord, its employees, agents, contractors, invitees, visitors, or any other person entering upon the Premises and (f) Subtenant's failure to comply with the surrender provisions of this Sublease at the expiration or earlier termination of the Term, except to the extent any of the foregoing in clauses (a) through (f) above results from the actions or omissions of Sublandlord or any Sublandlord's Indemnified Parties. If any action or proceeding is brought against Sublandlord, or any Sublandlord's Indemnified Parties by reason of any such claim, Subtenant, upon notice from Sublandlord, shall defend the claim at Subtenant's expense with counsel reasonably satisfactory to Sublandlord. 9 Sublandlord shall neither do nor permit anything to be done which would cause the Master Lease to be terminated or forfeited by reason of any right of termination or forfeiture reserved or vested in Landlord under the Master Lease, and Sublandlord shall indemnify, defend, protect, and hold Subtenant harmless from and against all actions, claims, demands, costs, liabilities, losses, reasonable attorneys' fees, damages, penalties and expenses which may be brought or made against Subtenant or which Subtenant may pay or incur to the extent caused by (A) the negligence or willful misconduct of Sublandlord or its agents, employees or contractors occurring on or about the Premises, (B) the failure by Sublandlord to comply with or perform its obligations under the Master Lease and/or this Sublease (before or after the Commencement Date), (C) a breach by Sublandlord of any of its representations or warranties to Subtenant under this Sublease, or (D) Sublandlord's use or occupancy of the Premises. Sublandlord will not amend, alter or modify any of the provisions of the Master Lease which may result in an increase in Subtenant's obligations or a decrease in Subtenant's rights under this Sublease, or surrender or terminate the Master Lease without, in each instance, Subtenant's consent in Subtenant's sole and absolute discretion.View More
Indemnity. Subtenant shall indemnify Sublandlord, its officers, directors, shareholders, agents and employees (collectively "Sublandlord's Indemnified Parties") against, shall, except to the extent caused by Sublandlord's gross negligence or willful misconduct, indemnify, protect, defend and hold Sublandlord, harmless Master Landlord and Sublandlord's Indemnified Parties harmless from, Sublandlord and their affiliates, agents, partners and lenders, from and against any and all demands, claims, causes of ac...tion, fines, penalties, damages (excluding all consequential damages, except for any consequential damages incurred by Master Landlord which may be asserted against Sublandlord), losses, liabilities, judgments, and expenses (including, without limitation, reasonable attorneys' fees and court costs) incurred Claims occurring within the Subleased Premises or arising out of, involving, or in connection with, or arising from: (a) the use or occupancy of the Subleased Premises by Subtenant Subtenant, (b) the acts or any persons claiming under Subtenant; (b) any activity, work, or thing done, permitted or suffered by Subtenant in or about the Premises; (c) any acts, omissions, or negligence omissions of Subtenant or any person claiming under Subtenant, of Subtenant's invitees, agents or the contractors, agents, employees, invitees, or visitors of Subtenant or (c) any such person as it relates to this Sublease or the Premises; (d) any breach, violation, or nonperformance by Subtenant or any person claiming under Subtenant or the employees, agents, contractors, invitees, or visitors of Subtenant or any such person of any term, covenant, or provision breach of this Sublease or by Subtenant, and (d) any law, ordinance, or governmental requirement violation of any kind for which the tenant is obligated to comply under the Master Lease; (e) any injury or damage to the person, property or business of Sublandlord, its employees, agents, contractors, invitees, visitors, or any other person entering upon the Premises and (f) Subtenant's failure to comply with the surrender provisions of this Sublease at the expiration or earlier termination of the Term, except to the extent any of the foregoing in clauses (a) through (f) above results from the actions or omissions of Sublandlord or any Sublandlord's Indemnified Parties. Applicable Laws caused by Subtenant. If any action or proceeding is brought against Sublandlord, Master Landlord or any Sublandlord's Indemnified Parties Sublandlord by reason of any such claim, Subtenant, of the foregoing 8 matters, Subtenant shall upon notice from Sublandlord, shall defend the claim same at Subtenant's expense with by counsel reasonably satisfactory to Master Landlord and Sublandlord. 9 Sublandlord shall neither do nor permit anything to be done which would cause the Master Lease to be terminated or forfeited by reason of any right of termination or forfeiture reserved or vested in Landlord under the Master Lease, and Sublandlord shall indemnify, defend, protect, and hold Subtenant harmless from and against all actions, claims, demands, costs, liabilities, losses, reasonable attorneys' fees, damages, penalties and expenses which may be brought or made against Subtenant or which Subtenant may pay or incur to the extent caused by (A) the negligence or willful misconduct of Sublandlord or its agents, employees or contractors occurring on or about the Premises, (B) the failure by Sublandlord to comply with or perform its obligations under the Master Lease and/or this Sublease (before or after the Commencement Date), (C) a breach by Sublandlord of any of its representations or warranties to Subtenant under this Sublease, or (D) Sublandlord's use or occupancy of the Premises. Sublandlord will not amend, alter or modify any of the provisions of the Master Lease which may result in an increase in Subtenant's obligations or a decrease in Subtenant's rights under this Sublease, or surrender or terminate the Master Lease without, in each instance, Subtenant's consent in Subtenant's sole and absolute discretion.View More
Indemnity. Subtenant shall indemnify indemnify, defend (with legal counsel acceptable to Sublandlord), and hold harmless Sublandlord, its direct and indirect subsidiaries and affiliates and its respective officers, directors, shareholders, agents shareholders and employees (collectively "Sublandlord's Indemnified Parties") against, (individually and hold Sublandlord, collectively, "Sublandlord Indemnitee") against and Sublandlord's Indemnified Parties save them harmless from, any from and against all deman...ds, claims, causes of action, fines, penalties, damages (excluding all consequential losses, costs, damages, except for any consequential damages incurred by Master Landlord which may be asserted against Sublandlord), losses, expenses and liabilities, judgments, and expenses (including, including, without limitation, reasonable attorneys' fees and court costs) incurred in connection with, disbursements, which Sublandlord Indemnitee may incur or arising from: (a) the pay out (including, without limitation, to Landlord) by reason of (i) any accidents, damages or injuries to persons or property occurring by reason of or directly related to Subtenant's (or Subtenant's officers', partners', employees', agents', customers' and/or invitees') use or occupancy of the Subleased Premises by Subtenant or any persons claiming under Subtenant; (b) any activity, work, or thing done, permitted or suffered by Subtenant in Common Area, and occurring in, on or about the Premises; (c) Subleased Premises, Common Area or the Building (except to the extent the same shall have been caused by Sublandlord's gross negligence or maliciously wrongful act), (ii) any acts, omissions, default hereunder on Subtenant's part, (iii) any work done by Subtenant after the date hereof in or negligence to the Subleased Premises or Common Area, except if done by Sublandlord, (iv) any negligent or willful act or omission on the part of Subtenant and/or its officers, partners, employees, agents, customers and/or invitees, or any person claiming through or under Subtenant, either prior to, during or after the contractors, agents, employees, invitees, term of this Agreement, (v) actions taken by Sublandlord at Subtenant's request pursuant to Section 3, or visitors (vi) any holding over by Subtenant in the Subleased Premises or Common Area beyond the expiration or sooner termination of Subtenant or this Agreement, including any such person as it relates to this Sublease or the Premises; (d) any breach, violation, or nonperformance by Subtenant or any person claiming under Subtenant or the employees, agents, contractors, invitees, or visitors of Subtenant or any such person of any term, covenant, or provision of this Sublease or any law, ordinance, or governmental requirement of any kind for which the tenant is obligated to comply under the Master Lease; (e) any injury or damage liability with respect to the person, property entire Prime Lease arising out of such holding over by Subtenant. Such obligation shall not be construed to negate, abridge or business of Sublandlord, its employees, agents, contractors, invitees, visitors, or otherwise reduce any other person entering upon right or obligation of indemnity that would otherwise exist as to Subtenant and the Premises indemnification obligations under this Section and (f) Subtenant's failure shall not be limited in any way by restriction on the amount or type of damages, compensation or benefits payable by or for Subtenant under any worker's compensation acts, disability benefit acts or other employee benefit acts. Subject to comply with the surrender waiver of subrogation provisions of this Sublease at the expiration or earlier termination of the Term, except to the extent any of the foregoing in clauses (a) through (f) above results from the actions or omissions of Sublandlord or any Sublandlord's Indemnified Parties. If Agreement, if any action or proceeding is shall be brought against Sublandlord, or any Sublandlord's Indemnified Parties Sublandlord Indemnitee by reason of any such claim, claim as to which Subtenant is obligated to indemnify Sublandlord, Subtenant, upon notice from Sublandlord, shall defend the claim Sublandlord Indemnitee at Subtenant's expense with expense, shall resist and defend such action or proceeding and employ counsel reasonably satisfactory to Sublandlord. 9 Sublandlord Indemnitee in Sublandlord Indemnitee's reasonable discretion. Notwithstanding the foregoing, Sublandlord Indemnitee may retain its own attorneys to participate or assist in defending any claim, action or proceeding involving potential liability of $1,000,000 or more, and Subtenant shall pay the reasonable fees and disbursements of such attorney. Subtenant shall pay to Sublandlord within thirty (30) business days after demand all sums which may be owing to Sublandlord by reason of this Section. Subtenant's obligations under this Section shall survive the expiration of this Agreement. Sublandlord shall neither do nor permit anything indemnify, defend (with legal counsel selected by Subtenant), and hold harmless Subtenant from and against all losses, costs, damages, expenses and liabilities, including, without limitation, reasonable attorneys' fees and disbursements, which Subtenant may incur or pay out (including, without limitation, to be done which would cause the Master Lease to be terminated or forfeited Landlord) by reason of any right of termination breach or forfeiture reserved default hereunder or vested in Landlord under the Master Lease, and Prime Lease on Sublandlord's part. 6 13. Broker's Commission. Subtenant represents to Sublandlord shall indemnify, defend, protect, that Subtenant has not dealt with any brokers, finders or other parties who may claim a commission in connection with this Agreement. Sublandlord agrees to indemnify Subtenant and hold Subtenant harmless from and against all actions, claims, demands, costs, liabilities, losses, reasonable attorneys' fees, damages, penalties and expenses which may be brought or made against Subtenant or which Subtenant may pay or incur to the extent caused by (A) the negligence or willful misconduct of Sublandlord or its agents, employees or contractors occurring on or about the Premises, (B) the failure by Sublandlord to comply with or perform its obligations under the Master Lease and/or this Sublease (before or after the Commencement Date), (C) a breach by Sublandlord claims of any broker or agent claiming to have dealt with Sublandlord. Subtenant agrees to indemnify Sublandlord and hold Sublandlord harmless from and against any and all claims of its representations any broker or warranties agent claiming to Subtenant under this Sublease, or (D) Sublandlord's use or occupancy of the Premises. Sublandlord will not amend, alter or modify any of the provisions of the Master Lease which may result in an increase in Subtenant's obligations or a decrease in Subtenant's rights under this Sublease, or surrender or terminate the Master Lease without, in each instance, Subtenant's consent in Subtenant's sole and absolute discretion. have dealt with Subtenant. View More
Indemnity. Subtenant shall indemnify Sublandlord, its officers, directors, shareholders, agents and employees (collectively "Sublandlord's Indemnified Sublandlord's "Indemnified Parties") 11 against, and hold Sublandlord, and Sublandlord's Indemnified Parties harmless from, any and all demands, claims, causes of action, fines, penalties, damages (excluding all consequential damages, except for any consequential damages incurred by Master Landlord which may be asserted against Sublandlord), losses, liabilit...ies, judgments, and expenses (including, without limitation, reasonable attorneys' fees and court costs) (collectively, "Claims") incurred in connection with, or arising from: (a) the use or occupancy of the Premises by Subtenant or any persons claiming under Subtenant; (b) any activity, work, or thing done, permitted or suffered by Subtenant in or about the Premises; (c) any acts, omissions, or negligence of Subtenant or any person claiming under Subtenant, or the contractors, agents, employees, invitees, or visitors of Subtenant or any such person as it relates to this Sublease or the Premises; person; (d) any breach, violation, or nonperformance by Subtenant or any person claiming under Subtenant or the employees, agents, contractors, invitees, or visitors of Subtenant or any such person of any term, covenant, or provision of this Sublease or any law, ordinance, or governmental requirement of any kind for which the tenant is obligated to comply under the Master Lease; kind; (e) any injury or damage to the person, property or business of Sublandlord, Subtenant, its employees, agents, contractors, invitees, visitors, or any other person entering upon the Premises Premises; and (f) Subtenant's failure to comply with the surrender provisions in Section 28 of this Sublease the Master Lease at the expiration or earlier termination of the Term, except to the extent any Term of the foregoing in clauses (a) through (f) above results from the actions or omissions of Sublandlord or any Sublandlord's Indemnified Parties. this Sublease. If any action or proceeding is brought against Sublandlord, its employees or any Sublandlord's Indemnified Parties agents by reason of any such claim, Subtenant, upon notice from Sublandlord, shall defend the claim at Subtenant's expense with counsel reasonably satisfactory to Sublandlord. 9 Sublandlord shall neither do nor permit anything to be done which would cause indemnify Subtenant and Subtenant's Indemnified Parties against and hold Subtenant and Subtenant's Indemnified Parties harmless from all Claims incurred in connection with or arising from (y) any acts, omissions, or negligence of Sublandlord or any person claiming under Sublandlord, or the contractors, agents, employees, or representatives of Sublandlord or any such person and (z) any breach, violation or nonperformance by Sublandlord or its employees, contractors or agents of any covenant in the Master Lease to be terminated and/or Sublease or forfeited by reason any law, ordinance, or governmental requirement of any right of termination or forfeiture reserved or vested in Landlord under the Master Lease, and Sublandlord shall indemnify, defend, protect, and hold Subtenant harmless from and against all actions, claims, demands, costs, liabilities, losses, reasonable attorneys' fees, damages, penalties and expenses which may be brought or made against Subtenant or which Subtenant may pay or incur kind, except (i) to the extent caused by (A) Subtenant or the negligence contractors, agents, employees, invitees, or willful misconduct visitors of Sublandlord or its agents, employees or contractors occurring on or about the Premises, (B) the failure by Sublandlord Subtenant; and (ii) with respect to comply with or perform its those obligations under the Master Lease and/or this Sublease (before or after the Commencement Date), (C) a breach by Sublandlord of any of its representations or warranties to that Subtenant has assumed under this Sublease, or (D) Sublandlord's use or occupancy of the Premises. Sublandlord will not amend, alter or modify any of the provisions of the Master Lease which may result in an increase in Subtenant's obligations or a decrease in Subtenant's rights under this Sublease, or surrender or terminate the Master Lease without, in each instance, Subtenant's consent in Subtenant's sole and absolute discretion. Sublease. View More
Indemnity. Each Grantor agrees to indemnify Agent, the other members of the Lender Group, and the Bank Product Providers from and against all claims, lawsuits and liabilities (including reasonable attorneys' fees) arising out of or resulting from this Agreement (including enforcement of this Agreement) or any other Loan Document to which such Grantor is a party in accordance with and to the extent set forth in Section 10.3 of the Credit Agreement. This provision shall survive the termination of this Agreem...ent and the Credit Agreement and the repayment of the Secured Obligations.View More
Indemnity. Each Grantor agrees to indemnify Agent, the other members of the Lender Group, Collateral Agent and the Bank Product Providers Lenders from and against all claims, lawsuits and liabilities (including reasonable attorneys' fees) arising out of or resulting from this Agreement (including enforcement of this Agreement) or any other Loan Document to which such Grantor is a party in accordance with and to the extent set forth in Section 10.3 10.03 of the Credit Agreement. This provision shall survive... the termination of this Agreement and the Credit Agreement and the repayment of the Secured Obligations. View More
Indemnity. Each Grantor agrees to indemnify Agent, the other members of the Lender Group, Banks, and the Bank Product Providers from and against all claims, lawsuits and liabilities (including reasonable attorneys' fees) arising out of or resulting from this Agreement (including enforcement of this Agreement) or any other Loan Document to which such Grantor is a party in accordance with and to the extent set forth in Section 10.3 9.4 of the Credit Agreement. This provision shall survive the termination of ...this Agreement and the Credit Agreement and the repayment of the Secured Obligations. View More
Indemnity. Each Grantor agrees to indemnify Agent, Agent and the other members of the Lender Group, and the Bank Product Providers Group from and against all claims, lawsuits and liabilities (including reasonable attorneys' fees) arising out of or resulting from this Agreement (including enforcement of this Agreement) or any other Loan Document to which such Grantor is a party in accordance with and to the extent set forth in Section 10.3 of the Credit Agreement. This provision shall survive the terminatio...n of this Agreement and the Credit Agreement and the repayment of the Secured Obligations. View More
Indemnity. Borrower shall indemnify Agility for all out-of-pocket costs or liabilities, including reasonable attorneys' fees, incurred by Agility in connection with this Agreement or any other Transaction Document.
Indemnity. Borrower Borrowers shall indemnify Agility for all out-of-pocket any costs or liabilities, including reasonable attorneys' fees, incurred by Agility in connection with this Agreement or any other Transaction Document.
Indemnity. Borrower shall indemnify Agility for all out-of-pocket any costs or liabilities, including reasonable attorneys' fees, incurred by Agility in connection with this Agreement or any other Transaction Document.
Indemnity. Each of the Parties shall jointly and severally indemnify, defend, and hold harmless the Escrow Agent and its affiliates and their respective successors, assigns, directors, officers, agents and employees (the "Indemnitees") from and against any and all losses, damages, claims, liabilities, penalties, judgments, settlements, actions, suits, proceedings, litigation, investigations, costs or expenses (including the reasonable and documented out-of-pocket fees and expenses of one outside counsel an...d experts and their staffs and all reasonable and documented expense of document location, duplication and shipment) (collectively "Escrow Agent Losses") arising out of or in connection with (a) the Escrow Agent's performance of this Agreement, tax reporting or withholding or the enforcement of any rights or remedies under or in connection with this Agreement, except to the extent that such Escrow Agent Losses are determined by a court of competent jurisdiction through a final order to have been caused by the fraud, gross negligence or willful misconduct of such Indemnitee, or (b) its following any instructions or other directions from Landscape or the Company Partners' Representative. The Parties hereby grant the Escrow Agent a lien on, right of set-off against and security interest in, the Escrow Funds for the payment of any reasonable claim for indemnification, expenses and amounts due hereunder. In furtherance of the foregoing, the Escrow Agent is expressly authorized and directed, but shall not be obligated, upon prior written notice to the Parties, to charge against and withdraw from the Escrow Funds for its own account or for the account of an indemnitee any amounts due to the Escrow Agent or to an indemnitee under this Section 8. Notwithstanding anything to the contrary herein, Landscape and the Company Partners' Representative agree, solely as between themselves, that any obligation for indemnification under this Section 8 (or for reasonable and documented fees and expenses of the Escrow Agent described in Section 7) shall be borne by the Party or Parties determined by a court of competent jurisdiction to be responsible for causing the loss, damage, liability, cost or expense against which the Escrow Agent is entitled to indemnification or, if no such determination is made, then one-half by Landscape and one-half by the Company Partners' Representative. The Parties acknowledge that the foregoing indemnities shall survive the resignation or removal of the Escrow Agent or the termination of this Agreement.View More
Indemnity. Each of the Parties shall jointly and severally indemnify, defend, and hold harmless the Escrow Agent and its affiliates and their respective successors, assigns, directors, officers, agents and employees (the "Indemnitees") from and against any and all losses, damages, claims, liabilities, penalties, judgments, settlements, actions, suits, proceedings, litigation, investigations, costs or expenses (including the reasonable and documented out-of-pocket fees and expenses of one outside counsel an...d experts and their staffs and all reasonable and documented expense of document location, duplication and shipment) (collectively "Escrow Agent Losses") arising out of or in connection with (a) the Escrow Agent's execution and performance of this Agreement, tax reporting or withholding or withholding, the enforcement of any rights or remedies under or in connection with this Agreement, or as may arise by reason of any act, omission or error of the Indemnitee, except to the extent that such Escrow Agent Losses are determined Losses, as adjudicated by a court of competent jurisdiction through a final order to jurisdiction, have been caused by the fraud, gross negligence or willful misconduct of such Indemnitee, or (b) its following any instructions or other directions from Landscape the Parent or the Company Partners' Representative. Company. The Parties hereby grant the Escrow Agent a lien on, right of set-off against and security interest in, the Escrow Funds for the payment of any reasonable claim for indemnification, expenses and amounts due hereunder. In furtherance of the foregoing, the Escrow Agent is expressly authorized and directed, but shall not be obligated, upon prior written notice to the Parties, to charge against and withdraw from the Escrow Funds for its own account or for the account of an indemnitee any amounts due to the Escrow Agent or to an indemnitee under this Section 8. Notwithstanding anything to the contrary herein, Landscape the Parent and the Company Partners' Representative agree, solely as between themselves, that any obligation for indemnification under this Section 8 (or for reasonable and documented fees and expenses of the Escrow Agent described in Section 7) shall be borne by the Party or Parties determined by a court of competent jurisdiction to be responsible for causing the loss, damage, liability, cost or expense against which the Escrow Agent is entitled to indemnification or, if no such determination is made, then one-half by Landscape the Parent and one-half by the Company Partners' Representative. Company. The Parties acknowledge that the foregoing indemnities shall survive the resignation or removal of the Escrow Agent or the termination of this Agreement. 4 9. Tax Matters. (a) Parent shall be responsible for and the taxpayer on all taxes due on the interest or income earned, if any, on the Escrow Funds for the calendar year in which such interest or income is earned. The Escrow Agent shall report any interest or income earned on the Escrow Funds to the IRS or other taxing authority on IRS Form 1099. Prior to the date hereof, the Parties shall provide the Escrow Agent with certified tax identification numbers by furnishing appropriate forms W-9 or W-8 as applicable and such other forms and documents that the Escrow Agent may request. (b) The Escrow Agent shall be responsible only for income reporting to the Internal Revenue Service with respect to income earned on the Escrow Funds. The Parties hereby represent to the Escrow Agent that no other tax reporting of any kind is required given the underlying transaction giving rise to this Agreement. The Escrow Agent shall withhold any taxes required to be withheld by applicable law, including but not limited to required withholding in the absence of proper tax documentation, and shall remit such taxes to the appropriate authorities. (c) The Escrow Agent, its affiliates, and its employees are not in the business of providing tax or legal advice to any taxpayer outside of Citigroup, Inc. and its affiliates. This Agreement and any amendments or attachments hereto are not intended or written to be used, and may not be used or relied upon, by any such taxpayer or for the purpose of avoiding tax penalties. Any such taxpayer should seek advice based on the taxpayer's particular circumstances from an independent tax advisor. View More
Indemnity. Each of the Parties The Company shall jointly and severally indemnify, defend, and hold harmless the Escrow Agent and its affiliates and their respective successors, assigns, directors, officers, agents and employees (the "Indemnitees") from and against any and all losses, damages, claims, liabilities, penalties, judgments, settlements, actions, suits, proceedings, litigation, investigations, or reasonable and documented out of pocket costs or expenses (including the reasonable and documented ou...t-of-pocket out of pocket fees and expenses of one outside counsel and experts and their staffs and all reasonable and documented expense out of pocket expenses of document location, duplication and shipment) (collectively "Escrow Agent Losses") arising out of or in connection with (a) the Escrow Agent's execution and performance of this Agreement, tax reporting or withholding or withholding, the enforcement of any rights or remedies under or in connection with this Agreement, or as may arise by reason of any act, omission or error of the Indemnitee, except to the extent that such Escrow Agent Losses are determined Losses, as adjudicated by a court of competent jurisdiction through a final order to jurisdiction, have been caused by the fraud, gross negligence or willful misconduct of such Indemnitee, or (b) its following any instructions or other directions from Landscape or the Company Partners' Representative. The Parties hereby grant the Escrow Agent a lien on, right of set-off against and security interest in, the Escrow Funds for the payment of any reasonable claim for indemnification, expenses and amounts due hereunder. In furtherance of the foregoing, the Escrow Agent is expressly authorized and directed, but shall not be obligated, upon prior written notice to the Parties, to charge against and withdraw from the Escrow Funds for its own account or for the account of an indemnitee any amounts due to the Escrow Agent or to an indemnitee under this Section 8. Notwithstanding anything to the contrary herein, Landscape and the Company Partners' Representative agree, solely as between themselves, that any obligation for indemnification under this Section 8 (or for reasonable and documented fees and expenses of the Escrow Agent described in Section 7) shall be borne by the Party or Parties determined by a court of competent jurisdiction to be responsible for causing the loss, damage, liability, cost or expense against which the Escrow Agent is entitled to indemnification or, if no such determination is made, then one-half by Landscape and one-half by the Company Partners' Representative. Company. The Parties acknowledge that the foregoing indemnities shall survive the resignation or removal of the Escrow Agent or and the termination of this Agreement. View More
Indemnity. The Consultant agrees to indemnify and hold harmless the Company and each of its officers and directors, against loss or damage to the Company or any third party, arising out of the Consultant's breach of any representation or warranty under Clause 10 of this Agreement. Specifically, the Consultant shall indemnify the Company against Expenses, judgments, fines, penalties or amounts paid in settlement, actually and reasonably incurred by the Company in connection with a Proceeding if the Company ...acted in good faith and in a manner the Company reasonably believed to be in the best interests of the Company and its Stockholders. 9.2. The Company shall indemnify the Consultant against any loss or damage to any third party arising out of the commission of the Company's breach of the terms of this Agreement. For the avoidance of doubt, any breach of this Agreement shall not be deemed to be a breach of the Company by virtue of Dr. Leatt's position as a director of the Company. 9.3. Expenses incurred by an indemnified party hereunder, in defending and investigating any Proceeding shall be paid by the indemnifying party in advance of the final disposition of such Proceeding within 30 days after receiving from the indemnified party the copies of invoices presented to it for such Expenses. 9 | P a g e 10. CONSULTANT REPRESENTATIONS AND WARRANTIES The Consultant represents and warrants to the Company that: 10.1. The Consultant is an independent service provider and that nothing in this Agreement shall render the Consultant, or any of its employees, to be an employee, agent or partner of the Company, and the Consultant will not hold itself out as such; 10.2. The Consultant has been duly and validly incorporated and has the proper approvals, authorizations and license to provide the Services under the laws of the Republic of Seychelles; 10.3. The execution, delivery and performance of this Agreement do not and will not infringe the provisions of any agreement and law, regulation or similar enactment to which the Consultant is subject, including but not limited to the laws of the Republic of Seychelles; 10.4. During the due diligence review period, the Consultant has provided complete and accurate information on itself, its officers and directors and its ultimate owners and/or beneficiaries, and that it shall inform the Company forthwith of any change in the information provided.View More
Indemnity. The Consultant agrees to indemnify and hold harmless the Company and each of its officers and directors, against loss or damage to the Company or any third party, arising out of the Consultant's breach of any representation or warranty under Clause 10 of this Agreement. Specifically, the Consultant shall indemnify the Company against Expenses, judgments, fines, penalties or amounts paid in settlement, actually and reasonably incurred by the Company in connection with a Proceeding if the Company ...acted in good faith and in a manner the Company reasonably believed to be in the best interests of the Company and its Stockholders. 9.2. The Company shall indemnify the Consultant against any loss or damage to any third party arising out of the commission of the Company's breach of the terms of this Agreement. For the avoidance of doubt, any breach of this Agreement shall not be deemed to be a breach of the Company by virtue of Dr. Leatt's position as a director of the Company. 9.3. Expenses incurred by an indemnified party hereunder, in defending and investigating any Proceeding shall be paid by the indemnifying party in advance of 9 | P a g e the final disposition of such Proceeding within 30 days after receiving from the indemnified party the copies of invoices presented to it for such Expenses. 9 | P a g e 10. CONSULTANT REPRESENTATIONS AND WARRANTIES The Consultant represents and warrants to the Company that: 10.1. The Consultant is an independent service provider and that nothing in this Agreement shall render the Consultant, or any of its employees, to be an employee, agent or partner of the Company, and the Consultant will not hold itself out as such; 10.2. The Consultant has been duly and validly incorporated and has the proper approvals, authorizations and license to provide the Services under the laws of the Republic of Seychelles; 10.3. The execution, delivery and performance of this Agreement do not and will not infringe the provisions of any agreement and law, regulation or similar enactment to which the Consultant is subject, including but not limited to the laws of the Republic of Seychelles; 10.4. During the due diligence review period, the Consultant has provided complete and accurate information on itself, its officers and directors and its ultimate owners and/or beneficiaries, and that it shall inform the Company forthwith of any change in the information provided.View More
Indemnity. The Subscriber acknowledges that the Corporation and its counsel are relying upon the representations, warranties and covenants of the Subscriber set forth herein in determining the eligibility (from a securities law perspective) of the Subscriber (or, if applicable, the eligibility of another on whose behalf the Subscriber is contracting hereunder to subscribe for Purchased Securities) to purchase Purchased Securities under the Offering, and hereby agrees to indemnify the Corporation and its di...rectors, officers, employees, advisers, affiliates, shareholders and agents (including their respective legal counsel) against all losses, claims, costs, expenses, damages or liabilities that they may suffer or incur as a result of or in connection with their reliance on such representations, warranties and covenants. The Subscriber undertakes to immediately notify the Corporation's counsel at Cassels Brock & Blackwell LLP, Attention: Greg Hogan (email: ghogan@cassels.com), of any change in any statement or other information relating to the Subscriber set forth herein that occurs prior to the Closing Time. 7 6. Deliveries by Subscriber prior to Closing. The Subscriber agrees to deliver to the Corporation, or as the Corporation may direct, not later than 5:00 p.m. (Toronto time) on such date of which the Subscriber receives notice: (a) this duly completed and executed Subscription Agreement; (b) a wire transfer in accordance with the instructions set forth above; and (c) such other documents as may be requested by the Corporation as contemplated by this Subscription Agreement.View More
Indemnity. The Subscriber acknowledges that the Corporation and its counsel are relying upon the representations, warranties and covenants of the Subscriber set forth herein in determining the eligibility (from a securities law perspective) of the Subscriber (or, if applicable, the eligibility of another on whose behalf the Subscriber is contracting hereunder to subscribe for Purchased Securities) to purchase Purchased Securities Shares under the Offering, and hereby agrees to indemnify the Corporation and... its directors, officers, employees, advisers, affiliates, shareholders and agents (including their respective its legal counsel) against all losses, claims, costs, expenses, damages or liabilities that they may suffer or incur as a result of or in connection with their reliance on such representations, warranties and covenants. The Subscriber undertakes to immediately notify the Corporation's counsel Corporation at Cassels Brock & Blackwell LLP, Attention: Greg Hogan (email: ghogan@cassels.com), the address first above written, of any change in any statement or other information relating to the Subscriber set forth herein that occurs prior to the Closing Time. 7 6. Deliveries by Subscriber prior to Closing. The Subscriber agrees to deliver to the Corporation, or as the Corporation may direct, not later than 5:00 p.m. (Toronto time) on such date of which the Subscriber receives notice: (a) this duly completed and executed Subscription Agreement; (b) a wire transfer in accordance with the instructions set forth above; and (c) such other documents as may be requested by the Corporation as contemplated by this Subscription Agreement.View More
Indemnity. The Subscriber acknowledges that the Corporation and its counsel are relying upon the representations, warranties warranties, acknowledgements and covenants of the Subscriber set forth herein (including the schedules attached hereto) in determining the eligibility (from a securities law perspective) of the Subscriber (or, if applicable, the eligibility of another on whose behalf the Subscriber is contracting hereunder to subscribe for Purchased Securities) Common Shares) to purchase Purchased Se...curities Common Shares under the Offering, and hereby agrees to indemnify the Corporation and its directors, officers, employees, advisers, affiliates, shareholders shareholders, representatives and agents (including their respective legal counsel) against all losses, claims, costs, expenses, damages or liabilities that they may suffer or incur as a result of or in connection with their reliance on a breach by the Subscriber of any such representations, warranties warranties, acknowledgements and covenants. The Subscriber undertakes to immediately notify the Corporation's counsel at Cassels Brock & Blackwell LLP, Attention: Greg Hogan (email: ghogan@cassels.com), Corporation of any change in any statement or other information relating to the Subscriber set forth herein that occurs prior to the Closing Time. 7 6. Deliveries by Subscriber prior To the extent that any person entitled to Closing. The Subscriber agrees be indemnified hereunder is not a party to deliver to the Corporation, or as this Subscription Agreement, the Corporation may direct, shall obtain and hold the rights and benefits of this Subscription Agreement in trust for, and on behalf of, such person, and such person shall be entitled to enforce the provisions of this section notwithstanding that such person is not later than 5:00 p.m. (Toronto time) on such date of which the Subscriber receives notice: (a) this duly completed and executed Subscription Agreement; (b) a wire transfer in accordance with the instructions set forth above; and (c) such other documents as may be requested by the Corporation as contemplated by party to this Subscription Agreement. View More
Indemnity. Indemnification of AstraZeneca. SPINCO shall indemnify and hold AstraZeneca and its Affiliates harmless from and against any and all Losses arising from any claims from Third Parties (each a "Third Party Claim") based on or deriving from AstraZeneca or its Affiliates' Manufacturing a Supplied Product for, or supplying such Supplied Product to, SPINCO or performing other services pursuant to this Supply Agreement, except to the extent that any such Third Party Claim or Losses result from a breach... of this Supply Agreement by AstraZeneca or any of its Affiliates or any of their respective Personnel. 15.2. Indemnification of SPINCO. Subject to Clause 15.3, AstraZeneca shall indemnify and hold SPINCO and its Affiliates harmless from and against all Losses arising from Third Party Claims involving actual or alleged death or personal injury arising out of any defect or fault in Manufacture of, or Materials used in (other than Materials provided by SPINCO), the Supplied Products to the extent that such Losses result from a breach of this Supply Agreement by AstraZeneca or any of its Affiliates or any of their respective Personnel. 15.3. Exceptions and Limitations on Indemnification and Recalls. AstraZeneca shall not be liable under the indemnity in Clause 15.2 or pursuant to Clause 11.3(b), where the liability arises as a result of: (a) the supply by SPINCO, its Affiliates or their respective Personnel or licensees of any Supplied Product which has Apparent Defects, or whose shelf-life has expired; or 25 [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. (b) any defect or fault in any Supplied Product which is caused by any act or omission of SPINCO, its Affiliates or by their respective Personnel or licensees, or by any damage or event occurring after delivery or deemed delivery to SPINCO. 15.4. Indemnification Procedures. As soon as either Party (the "Indemnitee") becomes aware of any matter which may result in making a claim under the indemnity against the other Party (the "Indemnifying Party") in Clause 15.1 or Clause 15.2, the Indemnitee shall: (a) give the Indemnifying Party notice of such matter as soon as reasonably practicable on becoming aware of it; (b) not at any time admit liability or otherwise settle or compromise, or attempt to settle or compromise, the matter (or any aspect of it) except on the Indemnifying Party's express written instructions; (c) give the Indemnifying Party sole conduct of the defense, negotiation or settlement of any such matter upon request; (d) act in accordance with the Indemnifying Party's reasonable instructions, and give the Indemnifying Party such assistance as it may reasonably require in the conduct of any such defense, negotiation or settlement; and (e) take all reasonable steps to mitigate any Losses which it may incur as a result of such matter.View More
Indemnity. Indemnification of AstraZeneca. AstraZeneca: SPINCO shall indemnify and hold AstraZeneca and its Affiliates harmless from and against any and all Losses arising from any claims from Third Parties (each a "Third Party Claim") based on or deriving from AstraZeneca or its Affiliates' Manufacturing a Supplied Product for, providing any Services, including the manufacture or supplying such supply of any Supplied Product to, SPINCO or performing any other services activities pursuant to this Supply Ag...reement, except to the extent that any such Third Party Claim or Losses result from a breach of this Supply Agreement (including a breach of any representation or warranty), gross negligence, or willful misconduct by AstraZeneca or any of its Affiliates or any of their respective Personnel. 15.2. 13.2. Indemnification of SPINCO. SPINCO: Subject to Clause 15.3, Section 13.3, AstraZeneca shall indemnify and hold SPINCO and its Affiliates harmless from and against all Losses arising from Third Party Claims involving actual or alleged death or personal injury arising out of any defect or fault in Manufacture in, manufacture of, or Materials materials used in (other than Materials materials provided by SPINCO), the Supplied Products to the extent that such Losses result from a breach of this Supply Agreement (including a breach of any representation or warranty), gross negligence, or willful misconduct by AstraZeneca or any of its Affiliates or any of their respective Personnel. 15.3. 13.3. Exceptions and Limitations on Indemnification and Recalls. Indemnification: AstraZeneca shall not be liable under the indemnity in Clause 15.2 or pursuant to Clause 11.3(b), Section 13.2 where the liability arises as a result of: (a) 13.3.1. the supply by SPINCO, its Affiliates or their respective Personnel or licensees of any Supplied Product which has Apparent Defects, or whose shelf-life has expired; or 25 [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. (b) 13.3.2. any defect or fault in any Supplied Product which is caused by any act or omission of SPINCO, its Affiliates or by their respective Personnel or licensees, or by any damage or event occurring after delivery whilst any Supplied Product is in the possession or deemed delivery to SPINCO. 15.4. control of SPINCO, its Affiliates or their respective Personnel or licensees. 13.4. Indemnification Procedures. Procedures: As soon as either Party (the "Indemnitee") becomes aware of any matter which may result in making a claim under the indemnity against the other Party (the "Indemnifying Party") in Clause 15.1 Section 13.1 or Clause 15.2, Section 13.2, the Indemnitee shall: (a) 13.4.1. give the Indemnifying Party notice of such matter as soon as reasonably practicable on becoming aware of it; (b) Page | 28 [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. 13.4.2. not at any time admit liability or otherwise settle or compromise, or attempt to settle or compromise, the matter (or any aspect of it) except on the Indemnifying Party's express written instructions; (c) 13.4.3. give the Indemnifying Party sole conduct of the defense, negotiation or settlement of any such matter upon request; (d) 13.4.4. act in accordance with the Indemnifying Party's reasonable instructions, and give the Indemnifying Party such assistance as it may reasonably require in the conduct of any such defense, negotiation or settlement; and (e) 13.4.5. take all reasonable steps to mitigate any Losses which it may incur as a result of such matter. View More
