Indemnity Clause Example with 50 Variations from Business Contracts
This page contains Indemnity clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
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
Variations of a "Indemnity" Clause from Business Contracts
Indemnity. (a) The Company (for purposes of this Section 5 and Annex I hereto, such term, for the avoidance of doubt, shall, in the event that a Closing occurs, refer to the post-Business Combination combined entity) shall indemnify the each Advisor and its affiliates and its and their respective directors, officers, employees, shareholders, stockholders, representatives and agents in accordance with the indemnification provisions set forth in Annex I hereto, all of which are incorporated herein by referen...ce. Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 5 and Annex I shall not be in any way affected by such election or termination or failure to carry out the terms of this Agreement or any part hereof. (b) Notwithstanding the foregoing and Annex I, the 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 Company's trust account ("Trust Account") established in connection with the IPO ("Trust Account") with respect to this Agreement the foregoing indemnity (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; future; and (iii) to not seek recourse against the Trust Account with respect to any Claim. -3- 6. Use of Name and Reports. Without such Advisor's prior written consent, neither the Fee. Company nor any of its affiliates (nor any director, officer, manager, partner, member, employee, representative or agent thereof) shall quote or refer to (a) the Advisor's name or (b) any advice rendered by the Advisor to the Company or any communication from the Advisor in connection with performance of their services hereunder, except as required by applicable federal or state law, regulation or securities exchange rule. Each Advisor hereby consents to the use of such Advisor's name and a description of this Agreement, including a general description of the services to be provided by each such Advisor hereunder and the Transaction Fee, in the Registration Statement and the preliminary and final prospectus included as a part of the Registration Statement, the Company's registration statement filed pursuant to the Securities Exchange Act of 1934, as amended, the Company's current reports on Form 8-K filed in connection with the IPO, the Company's periodic reports on Forms 10-K and 10-Q, and any proxy statement, prospectus, or tender offer materials prepared by or on behalf of the Company in connection with the Business Combination. 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 thereto. 2 6. Use of Name and Reports. Without the Advisor's prior written consent, neither the Company nor any of its affiliates (nor any director, officer, manager, partner, member, employee, or agent thereof) shall quote or refer to (i) the Advisor's name or (ii) any advice rendered by the Advisor to the Fee. Company or any communication from the Advisor in connection with performance of the Services, except as required by applicable federal or state law, regulation, or securities exchange rule. View More
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) hereby acknowledges that the Company has established a trust account (the "Trust Account") containing the proceeds 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 thereto. 2 6. Use of Name and Reports. Without the Advisor's prior written consent, neither the Company nor any of its affiliates (nor any Representative thereof) shall quote or refer to (i) the Advisor's name or (ii) any advice rendered by the Advisor to the Fee. Company or any communication from the Advisor in connection with performance of the Services, except as required by applicable federal or state law, regulation or securities exchange rule. 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 shareholders and certain other parties. 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 thereto. 2 6. Use of Name and Reports. Without the Advisor's prior written consent, neither the Company nor any of its affiliates (nor any director, officer, manager, partner, member, employee, or agent thereof) shall quote or refer to (i) the Advisor's name or (ii) any advice rendered by the Advisor to the Fee. Company or any communication from the Advisor in connection with performance of the Services, except as required by applicable federal or state law, regulation, or securities exchange rule. 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 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. 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 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 shareholders and certain other parties. 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 Company shall indemnify the Advisor Advisors and their affiliates 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, Advisors agree, if there is no Closing, (i) that it does not have any right, title, interest or claim of any kind in or to a...ny monies in the Company's trust account ("Trust Account") established in connection with the IPO ("Trust Account") with respect to this Agreement the foregoing indemnity (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; future; and (iii) to not seek recourse against the Trust Account with respect to any Claim. 2 6. Use of Name and Reports. Without the Fee. Advisors' prior written consent, neither the Company nor any of its affiliates (nor any director, officer, manager, partner, member, employee, representative or agent thereof) shall quote or refer to (i) the Advisors' name or (ii) any advice rendered by the Advisors to the Company or any communication from the Advisors in connection with performance of their services hereunder, except as required by applicable federal or state law, regulation or securities exchange rule. The Advisors hereby consent to the use of the Advisors' name and a description of this Agreement, including a general description of the services to be provided by the Advisors hereunder and the Fee, in the Registration Statement and the preliminary and final prospectus included as a part of the Registration Statement, the Company's registration statement filed pursuant to the Securities Exchange Act of 1934, as amended, the Company's current reports on Form 8-K filed in connection with the IPO, the Company's periodic reports on Forms 10-K and 10-Q, and any proxy statement, prospectus, or tender offer materials prepared by or on behalf of the Company in connection with the Business Combination. 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, hereby acknowledges that the Company has established a trust account (the "Trust Account") containing the proceeds of the IPO and from ce...rtain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of the Company's public shareholders and certain other parties. 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 if there is no Closing, 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 established in connection with the IPO ("Trust Account") Trust Account with respect to this Agreement (each, a "Claim"); (ii) to waive it waives 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. 2 6. Use of Name and Reports. Without the Advisor's prior written consent, neither the Company nor any of its affiliates (nor any director, officer, manager, partner, member, employee, or agent thereof) shall quote or refer to (i) the Advisor's name or (ii) any advice rendered by the Advisor to the Company or any communication from the Advisor in connection with performance of the Services, except as required by applicable federal or state law, regulation, or securities exchange rule. If the foregoing is required to be disclosed, the Company shall provide Advisor with a draft of such disclosure prior to it being made so that Advisor shall have a reasonable opportunity to comment on such disclosure. View More
Indemnity. The Company shall indemnify the each 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, each Advisor hereby acknowledges that the Company has established a trust account (the "Trust Account") containing the proceeds of the IPO and from a certain private pla...cement 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. 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, each Advisor hereby 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 established in connection with the IPO ("Trust Account") Trust Account with respect to this Agreement (each, a "Claim"); (ii) to waive any Claim it may have against the Trust Account now or 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. [•], 2021 Page 3 6. Use of Name and Reports. Without each Advisor's prior written consent, neither the Company nor any of its affiliates (nor any director, officer, manager, partner, member, employee, representative or agent thereof) shall quote or refer to, in any filings with the Securities and Exchange Commission, any advice rendered by the Advisors to the Company or any communication from the Advisors, in each case, in connection with performance of the Advisors' services hereunder, except as required by applicable federal or state law, regulation or securities exchange rule. View More
