Indemnity Clause Example from Business Contracts

Indemnity. The Company shall indemnify the Advisor and its affiliates and 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 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 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: (i) that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Account with respect to this Agreement (each, a "Claim"); (ii) 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