Survival and Indemnification Clause Example with 22 Variations from Business Contracts

Survival and Indemnification. 8.1. 7.1 Survival. The representations, warranties, covenants and agreements contained in this Agreement shall survive the Closing of the transactions contemplated by this Agreement for the applicable statute of limitations. 8.2. Agreement. 7.2 Indemnification. The Company agrees to shall indemnify and hold harmless each the Investor and its Affiliates and their respective directors, officers, trustees, members, managers, employees and agents, and their respective successors and assigns, agents ...from and against any and all losses, claims, damages, liabilities and expenses, including expenses (including without limitation reasonable attorney fees and disbursements and other expenses reasonably incurred in connection with investigating, preparing or defending any action, claim or proceeding, pending or threatened and the costs of enforcement thereof thereof) (collectively, "Losses"), "Losses") to which such Person may become subject as a result of or relating to (a) any breach of representation, warranty, covenant or agreement made by or to be performed on the part of the Company under the Transaction Documents or (b) any action instituted against the Investor or its Affiliates by any stockholder of the Company who is not an Affiliate of such Investor, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of such Investor's representations, warranties or covenants under the Transaction Documents or any conduct by such Investor or its Affiliates which constitutes fraud, gross negligence, willful misconduct or malfeasance), Documents, and will reimburse any such Person for all such amounts as they are incurred by such Person. 23 8.3. 7.3 Conduct of Indemnification Proceedings. Any person entitled to indemnification hereunder shall (i) give prompt Promptly after receipt by any Person (the "Indemnified Person") of notice to the indemnifying party of any demand, claim with or circumstances which would or might give rise to a claim or the commencement of any action, proceeding or investigation in respect of which indemnity may be sought pursuant to which it seeks indemnification Section 7.2, such Indemnified Person shall promptly notify the Company in writing and (ii) permit such indemnifying party to the Company shall assume the defense thereof, including the employment of such claim with counsel reasonably satisfactory to such Indemnified Person, and shall assume the indemnified party; provided payment of all fees and expenses; provided, however, that the failure of any person entitled Indemnified Person so to indemnification notify the Company shall not relieve the Company of its obligations hereunder except to the extent that the Company is materially prejudiced by such failure to notify. In any such proceeding, any Indemnified Person shall have the right to employ separate counsel and to participate in the defense of such claim, retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such person unless (a) Indemnified Person unless: (i) the indemnifying party has Company and the Indemnified Person shall have mutually agreed to pay such fees or expenses, (b) the indemnifying party shall have failed to assume the defense retention of such claim and employ counsel reasonably satisfactory to such person counsel; or (c) (ii) in the reasonable judgment of any such person, based upon written advice of its counsel, a conflict of interest exists between such person and the indemnifying party with respect counsel to such claims (in which case, if Indemnified Person representation of both parties by the person notifies the indemnifying party in writing that such person elects same counsel would be inappropriate due to employ separate counsel at the expense of the indemnifying party, the indemnifying party actual or potential differing interests between them. The Company shall not have the right to assume the defense of such claim on behalf of such person); and provided, further, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations hereunder, except to the extent that such failure to give notice shall materially adversely affect the indemnifying party in the defense of any such claim or litigation. It is understood that the indemnifying party shall not, in connection with any proceeding in the same jurisdiction, be liable for fees or expenses any settlement of more than one separate firm of attorneys at any time for such indemnified party. No indemnifying party will, except with the consent of the indemnified party, proceeding effected without its written consent, which consent shall not be unreasonably withheld, conditioned but if settled with such consent, or delayed, if there be a final judgment for the plaintiff, the Company shall indemnify and hold harmless such Indemnified Person from and against any loss or liability (to the extent stated above) by reason of such settlement or judgment. Without the prior written consent to entry of the Indemnified Person, which consent shall not be unreasonably withheld, the Company shall not affect any settlement of any judgment pending or enter into threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement that does not include as includes an unconditional term thereof the giving by the claimant or plaintiff to release of such indemnified party of a release Indemnified Person from all liability in respect arising out of such claim or litigation. No indemnified party will, except with the consent of the indemnifying party, consent to entry of any judgment or enter into any settlement. The indemnity agreements contained herein shall be in addition to any cause of action or similar right of any Investor or its Affiliates against the Company or others and any liabilities the Company may be subject to pursuant to law. proceeding. View More

Survival and Indemnification. 8.1. 7.1 Survival. The representations, warranties, covenants and agreements contained in this Agreement shall survive the Closing of the transactions contemplated by this Agreement for the applicable statute of limitations. 8.2. Agreement. 7.2 Indemnification. The Company agrees to indemnify and hold harmless each Investor and its Affiliates and their respective directors, officers, trustees, members, managers, employees and agents, and their respective successors and assigns, agents from and a...gainst any and all losses, claims, damages, liabilities and expenses, including expenses (including without limitation reasonable attorney fees and disbursements and other expenses reasonably incurred in connection with investigating, preparing or defending any action, claim or proceeding, pending or threatened and the costs of enforcement thereof thereof) (collectively, "Losses"), "Losses") to which such Person may become subject as a result of or relating to (a) any breach of representation, warranty, covenant or agreement made by or to be performed on the part of the Company under the Transaction Documents or (b) any action instituted against the Investor or its Affiliates by any stockholder of the Company who is not an Affiliate of such Investor, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of such Investor's representations, warranties or covenants under the Transaction Documents or any conduct by such Investor or its Affiliates which constitutes fraud, gross negligence, willful misconduct or malfeasance), Documents, and will reimburse any such Person for all such amounts as they are incurred by such Person. 23 8.3. -9- 7.3 Conduct of Indemnification Proceedings. Any person entitled to indemnification hereunder shall (i) give prompt Promptly after receipt by any Person (the "Indemnified Person") of notice to the indemnifying party of any demand, claim with or circumstances which would or might give rise to a claim or the commencement of any action, proceeding or investigation in respect of which indemnity may be sought pursuant to which it seeks indemnification Section 7.2, such Indemnified Person shall promptly notify the Company in writing and (ii) permit such indemnifying party to the Company shall assume the defense thereof, including the employment of such claim with counsel reasonably satisfactory to such Indemnified Person, and shall assume the indemnified party; provided payment of all fees and expenses; provided, however,that the failure of any Indemnified Person so to notify the Company shall not relieve the Company of its obligations hereunder except to the extent that the Company is materially prejudiced by such failure to notify. In any person entitled to indemnification hereunder such proceeding, any Indemnified Person shall have the right to employ separate counsel and to participate in the defense of such claim, retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such person unless (a) Indemnified Person unless: (i) the indemnifying party has Company and the Indemnified Person shall have mutually agreed to pay such fees or expenses, (b) the indemnifying party shall have failed to assume the defense retention of such claim and employ counsel reasonably satisfactory to such person counsel; or (c) (ii) in the reasonable judgment of any such person, based upon written advice of its counsel, a conflict of interest exists between such person and the indemnifying party with respect counsel to such claims (in which case, if Indemnified Person representation of both parties by the person notifies the indemnifying party in writing that such person elects same counsel would be inappropriate due to employ separate counsel at the expense of the indemnifying party, the indemnifying party actual or potential differing interests between them. The Company shall not have the right to assume the defense of such claim on behalf of such person); and provided, further, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations hereunder, except to the extent that such failure to give notice shall materially adversely affect the indemnifying party in the defense of any such claim or litigation. It is understood that the indemnifying party shall not, in connection with any proceeding in the same jurisdiction, be liable for fees or expenses any settlement of more than one separate firm of attorneys at any time for such indemnified party. No indemnifying party will, except with the consent of the indemnified party, proceeding effected without its written consent, which consent shall not be unreasonably withheld, conditioned but if settled with such consent, or delayed, if there be a final judgment for the plaintiff, the Company shall indemnify and hold harmless such Indemnified Person from and against any loss or liability (to the extent stated above) by reason of such settlement or judgment. Without the prior written consent to entry of the Indemnified Person, which consent shall not be unreasonably withheld, the Company shall not affect any settlement of any judgment pending or enter into threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement that does not include as includes an unconditional term thereof the giving by the claimant or plaintiff to release of such indemnified party of a release Indemnified Person from all liability in respect arising out of such claim or litigation. No indemnified party will, except with the consent of the indemnifying party, consent to entry of any judgment or enter into any settlement. The indemnity agreements contained herein shall be in addition to any cause of action or similar right of any Investor or its Affiliates against the Company or others and any liabilities the Company may be subject to pursuant to law. proceeding. View More

Survival and Indemnification. 8.1. 7.1 Survival. The representations, warranties, covenants and agreements contained in this Agreement shall survive the Closing of the transactions contemplated by this Agreement for the applicable statute of limitations. 8.2. Agreement. 7.2 Indemnification. The Company agrees to indemnify and hold harmless each Investor and its Affiliates and their respective directors, officers, trustees, members, managers, employees and agents, and their respective successors and assigns, agents from and a...gainst any and all losses, claims, damages, liabilities and expenses, including expenses (including without limitation reasonable attorney fees and disbursements and other expenses reasonably incurred in connection with investigating, preparing or defending any action, claim or proceeding, pending or threatened and the costs of enforcement thereof thereof) (collectively, "Losses"), "Losses") to which such Person may become subject as a result of or relating to (a) any breach of representation, warranty, covenant or agreement made by or to be performed on the part of the Company under the Transaction Documents or (b) any action instituted against the Investor or its Affiliates by any stockholder of the Company who is not an Affiliate of such Investor, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of such Investor's representations, warranties or covenants under the Transaction Documents or any conduct by such Investor or its Affiliates which constitutes fraud, gross negligence, willful misconduct or malfeasance), Documents, and will reimburse any such Person for all such amounts as they are incurred by such Person. 23 8.3. 7.3 Conduct of Indemnification Proceedings. Any person entitled to indemnification hereunder shall (i) give prompt Promptly after receipt by any Person (the "Indemnified Person") of notice to the indemnifying party of any demand, claim with or circumstances which would or might give rise to a claim or the commencement of any action, proceeding or investigation in respect of which indemnity may be sought pursuant to which it seeks indemnification Section 7.2, such Indemnified Person shall promptly notify the Company in writing and (ii) permit such indemnifying party to the Company shall assume the defense thereof, including the employment of such claim with counsel reasonably satisfactory to such Indemnified Person, and shall assume the indemnified party; provided payment of all fees and expenses; provided, however,that the failure of any Indemnified Person so to notify the Company shall not relieve the Company of its obligations hereunder except to the extent that the Company is materially prejudiced by such failure to notify. In any person entitled to indemnification hereunder such proceeding, any Indemnified Person shall have the right to employ separate counsel and to participate in the defense of such claim, retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such person unless (a) Indemnified Person unless: (i) the indemnifying party has Company and the Indemnified Person shall have mutually agreed to pay such fees or expenses, (b) the indemnifying party shall have failed to assume the defense retention of such claim and employ counsel reasonably satisfactory to such person counsel; or (c) (ii) in the reasonable judgment of any such person, based upon written advice of its counsel, a conflict of interest exists between such person and the indemnifying party with respect counsel to such claims (in which case, if Indemnified Person representation of both parties by the person notifies the indemnifying party in writing that such person elects same counsel would be inappropriate due to employ separate counsel at the expense of the indemnifying party, the indemnifying party actual or potential differing interests between them. The Company shall not have the right to assume the defense of such claim on behalf of such person); and provided, further, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations hereunder, except to the extent that such failure to give notice shall materially adversely affect the indemnifying party in the defense of any such claim or litigation. It is understood that the indemnifying party shall not, in connection with any proceeding in the same jurisdiction, be liable for fees or expenses any settlement of more than one separate firm of attorneys at any time for such indemnified party. No indemnifying party will, except with the consent of the indemnified party, proceeding effected without its written consent, which consent shall not be unreasonably withheld, conditioned but if settled with such consent, or delayed, if there be a final judgment for the plaintiff, the Company shall indemnify and hold harmless such Indemnified Person from and against any loss or liability (to the extent stated above) by reason of such settlement or judgment. Without the prior written consent to entry of the Indemnified Person, which consent shall not be unreasonably withheld, the Company shall not affect any settlement of any judgment pending or enter into threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement that does not include as includes an unconditional term thereof the giving by the claimant or plaintiff to release of such indemnified party of a release Indemnified Person from all liability in respect arising out of such claim or litigation. No indemnified party will, except with the consent of the indemnifying party, consent to entry of any judgment or enter into any settlement. The indemnity agreements contained herein shall be in addition to any cause of action or similar right of any Investor or its Affiliates against the Company or others and any liabilities the Company may be subject to pursuant to law. proceeding. View More

Survival and Indemnification. 8.1. 8.1 Survival. The representations, warranties, covenants and agreements contained in this Agreement shall survive the Closing of the transactions contemplated by this Agreement for the applicable statute of limitations. 8.2. Agreement. 8.2 Indemnification. The Company agrees to indemnify and hold harmless each the Investor and its Affiliates and their respective directors, officers, trustees, members, managers, employees and agents, and their respective successors and assigns, agents from a...nd against any and all losses, claims, damages, liabilities and expenses, including expenses (including without limitation reasonable attorney fees and disbursements and other expenses reasonably incurred in connection with investigating, preparing or defending any action, claim or proceeding, pending or threatened and the costs of enforcement thereof thereof) (collectively, "Losses"), "Losses") to which such Person may become subject as a result of or relating to (a) any breach of representation, warranty, covenant or agreement made by or to be performed on the part of the Company under the Transaction Documents or (b) any action instituted against the Investor or its Affiliates by any stockholder of the Company who is not an Affiliate of such Investor, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of such Investor's representations, warranties or covenants under the Transaction Documents or any conduct by such Investor or its Affiliates which constitutes fraud, gross negligence, willful misconduct or malfeasance), this Agreement, and will reimburse any such Person for all such amounts as they are incurred by such Person. 23 8.3. Person unless such action is based upon a breach of Investor's representations, warranties or covenants under this Agreement which causes a material adverse effect on the Company or any conduct by Investor which constitutes fraud, gross negligence, willful misconduct or malfeasance related to the transactions contemplated by this Agreement. 8.3 Conduct of Indemnification Proceedings. Any person entitled to indemnification hereunder shall (i) give prompt Promptly after receipt by any Person (the "Indemnified Person") of notice to the indemnifying party of any demand, claim with or circumstances which would or might give rise to a claim or the commencement of any action, proceeding or investigation in respect of which indemnity may be sought pursuant to which it seeks indemnification Section 8.2, such Indemnified Person shall promptly notify the Company in writing and (ii) permit such indemnifying party to the Company shall assume the defense thereof, including the employment of such claim with counsel reasonably satisfactory to such Indemnified Person, and shall assume the indemnified party; provided payment of all fees and expenses; provided, however,that the failure of any Indemnified Person so to notify the Company shall not relieve the Company of its obligations hereunder except to the extent that the Company is materially prejudiced by such failure to notify. In any person entitled to indemnification hereunder such proceeding, any Indemnified Person shall have the right to employ separate counsel and to participate in the defense of such claim, retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such person unless (a) Indemnified Person unless: (i) the indemnifying party has Company and the Indemnified Person shall have mutually agreed to pay such fees or expenses, (b) the indemnifying party shall have failed to assume the defense retention of such claim and employ counsel reasonably satisfactory to such person counsel; or (c) (ii) in the reasonable judgment of any such person, based upon written advice of its counsel, a conflict of interest exists between such person and the indemnifying party with respect counsel to such claims (in which case, if Indemnified Person representation of both parties by the person notifies the indemnifying party in writing that such person elects same counsel would be inappropriate due to employ separate counsel at the expense of the indemnifying party, the indemnifying party actual or potential differing interests between them. The Company shall not have the right to assume the defense of such claim on behalf of such person); and provided, further, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations hereunder, except to the extent that such failure to give notice shall materially adversely affect the indemnifying party in the defense of any such claim or litigation. It is understood that the indemnifying party shall not, in connection with any proceeding in the same jurisdiction, be liable for fees or expenses any settlement of more than one separate firm of attorneys at any time for such indemnified party. No indemnifying party will, except with the consent of the indemnified party, proceeding effected without its written consent, which consent shall not be unreasonably withheld, conditioned but if settled with such consent, or delayed, if there be a final judgment for the plaintiff, the Company shall indemnify and hold harmless such Indemnified Person from and against any loss or liability (to the extent stated above) by reason of such settlement or judgment. Without the prior written consent to entry of the Indemnified Person, which consent shall not be unreasonably withheld, the Company shall not effect any settlement of any judgment pending or enter into threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement that does not include as includes an unconditional term thereof the giving by the claimant or plaintiff to release of such indemnified party of a release Indemnified Person from all liability in respect arising out of such claim or litigation. No indemnified party will, except with the consent of the indemnifying party, consent to entry of any judgment or enter into any settlement. The indemnity agreements contained herein shall be in addition to any cause of action or similar right of any Investor or its Affiliates against the Company or others and any liabilities the Company may be subject to pursuant to law. proceeding. View More

Survival and Indemnification. 8.1. Survival. The representations, warranties, covenants and agreements contained in this Agreement shall survive the Closing of the transactions contemplated by this Agreement for the applicable statute of limitations. 8.2. Indemnification. The Company agrees to indemnify and hold harmless each Investor and its Affiliates and their respective directors, officers, trustees, members, managers, employees and agents, and their respective successors and assigns, from and against any and all losses,... claims, damages, liabilities and expenses, including expenses (including without limitation reasonable and documented attorney fees and disbursements and other documented out-of-pocket expenses reasonably incurred in connection with investigating, preparing or defending any action, claim or proceeding, pending or threatened and the costs of enforcement thereof thereof) (collectively, "Losses"), "Losses") to which such Person may become subject as a result of or relating to (a) any breach of representation, warranty, covenant or agreement made by or to be performed on the part of the Company under the Transaction Documents or (b) any action instituted against the Investor or its Affiliates by any stockholder of the Company who is not an Affiliate of such Investor, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of such Investor's representations, warranties or covenants under the Transaction Documents or any conduct by such Investor or its Affiliates which constitutes fraud, gross negligence, willful misconduct or malfeasance), Documents, and will reimburse any such Person for all such amounts as they are incurred by such Person. 23 Person solely to the extent such amounts have been finally judicially determined not to have resulted from such Person's fraud or willful misconduct. 8.3. Conduct of Indemnification Proceedings. Any person entitled to indemnification hereunder shall (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification and (ii) permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party; provided that any person entitled to indemnification hereunder shall have the right to employ separate counsel and to participate in the defense of such claim, but the fees and expenses of such counsel shall be at the expense of such person unless (a) the indemnifying party has agreed in writing to pay such fees or expenses, (b) the indemnifying party shall have failed to assume the defense of such claim and employ counsel reasonably satisfactory to such person or (c) in the reasonable judgment of any such person, based upon written advice of its counsel, a conflict of interest exists between such person and the indemnifying party with respect to such claims (in which case, if the person notifies the indemnifying party in writing that such person elects to employ separate counsel at the expense of the indemnifying party, the indemnifying party shall not have the right to assume the defense of such claim on behalf of such person); and provided, further, that the failure of any indemnified party to give written notice as provided herein shall not relieve the indemnifying party of its obligations hereunder, except to the extent that such failure to give notice shall materially adversely affect the indemnifying party in the defense of any such claim or litigation. It is understood that the indemnifying party shall not, in connection with any proceeding in the same jurisdiction, be liable for fees or expenses of more than one separate firm of attorneys at any time for all such indemnified party. parties. No indemnifying party will, except with the consent of the indemnified party, which consent shall not be unreasonably withheld, conditioned or delayed, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect of such claim or litigation. No indemnified party will, except with the consent of the indemnifying party, which consent shall not be unreasonably withheld, conditioned or delayed, consent to entry of any judgment or enter into any settlement. The indemnity agreements contained herein 8.4. Subsequent Equity Sales. During the Restricted Period as defined in the Lock-Up Agreement, the Company shall be in addition not issue, enter into any agreement to any cause of action issue or similar right announce the issuance or proposed issuance of any Investor shares of Common Stock or its Affiliates against Common Stock Equivalents. Notwithstanding the foregoing, this Section 8.4 shall not apply in respect of an Exempt Issuance. 8.5. Lock-Up Agreements. The Company shall not amend, modify, waive or terminate any provision of any of the Lock-Up Agreements without the consent of those Investors that collectively own at least a majority of the Purchased Shares, provided, however, that the Company in its sole judgment may grant an early release from any Lock-Up Agreement due to circumstances of an emergency or others and hardship on the part of the requesting party. If any liabilities party to a Lock-Up Agreement breaches any provision of a Lock-Up Agreement, the Company may be subject shall promptly use its best efforts to pursuant to law. seek specific performance of the terms of such Lock-Up Agreement. View More

Survival and Indemnification. 8.1. 8.1 Survival. The representations, warranties, covenants and agreements contained in this Agreement shall survive the Closing of the transactions contemplated by this Agreement for Agreement. 8.2 Indemnification. In consideration of each Investor's execution and delivery of the applicable statute Transaction Documents and acquiring the Shares thereunder and in addition to all of limitations. 8.2. Indemnification. The the Company's other obligations under the Transaction Documents, the Compa...ny agrees to shall defend, protect, indemnify and hold harmless each Investor and all of its Affiliates and their respective stockholders, partners, members, officers, directors, officers, trustees, members, managers, employees and agents, direct or indirect investors and their respective successors and assigns, any of the foregoing Persons' agents or other representatives (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the "Indemnitees") from and against any and all actions, causes of action, suits, claims, losses, claims, damages, costs, penalties, fees, liabilities and expenses, damages, and expenses in connection therewith (irrespective of whether any such Indemnitee is a party to the action for which indemnification hereunder is sought), and including without limitation reasonable attorney attorneys' fees and disbursements and other expenses reasonably (the "Indemnified Liabilities"), incurred in connection with investigating, preparing or defending by any action, claim or proceeding, pending or threatened and the costs of enforcement thereof (collectively, "Losses"), to which such Person may become subject Indemnitee as a result of of, or arising out of, or relating to (a) any misrepresentation or breach of representation, warranty, covenant any representation or agreement warranty made by or to be performed on the part of the Company under the Transaction Documents or (b) any action instituted against the Investor or its Affiliates by any stockholder of the Company who is not an Affiliate of such Investor, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of such Investor's representations, warranties or covenants under in the Transaction Documents or any conduct other certificate, instrument or document contemplated hereby or thereby, (b) any breach of any covenant, agreement or obligation of the Company contained in the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby or (c) any cause of action, suit or claim brought or made against such Indemnitee by such a third party (including for these purposes a derivative action brought on behalf of the Company) and arising out of or resulting from (i) the execution, delivery, performance or enforcement of the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby, or (ii) any public disclosures made by the Company regarding the Investor or its Affiliates which constitutes fraud, gross negligence, willful misconduct or malfeasance), and will reimburse the transactions contemplated hereunder. To the extent that the foregoing undertaking by the Company may be unenforceable for any such Person for all such amounts as they are incurred by such Person. 23 8.3. reason, the Company shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. 17 8.3 Conduct of Indemnification Proceedings. Any person entitled to indemnification hereunder shall (i) give prompt notice to the indemnifying party of any claim with respect to which it seeks indemnification and (ii) permit such indemnifying party to assume the defense of such claim (including having the exclusive right to settle or compromise such claim) with counsel reasonably satisfactory to the indemnified party; provided that any person entitled to indemnification hereunder shall have the right to employ separate counsel and to participate in the defense of such claim, but the fees and expenses of such counsel shall be at the expense of such person unless (a) the indemnifying party has agreed to pay such fees or expenses, or (b) the indemnifying party shall have failed to assume the defense of such claim and employ counsel reasonably satisfactory to such person or (c) in the reasonable judgment of any such person, based upon written advice of its counsel, a conflict of interest exists between such person and the indemnifying party with respect to such claims (in which case, if the person notifies the indemnifying party in writing that such person elects to employ separate counsel at the expense of the indemnifying party, the indemnifying party shall not have the right to assume the defense of such claim on behalf of such person); and provided, further, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations hereunder, except to the extent that such failure to give notice shall materially adversely affect the indemnifying party in the defense of any such claim or litigation. It is understood that the indemnifying party shall not, in connection with any proceeding in the same jurisdiction, be liable for fees or expenses of more than one separate firm of attorneys at any time for all such indemnified party. No indemnifying party will, except with the consent of the indemnified party, which consent shall not be unreasonably withheld, conditioned or delayed, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect of such claim or litigation. No indemnified party will, except with the consent of the indemnifying party, consent to entry of any judgment or enter into any settlement. The indemnity agreements contained herein shall be in addition to any cause of action or similar right of any Investor or its Affiliates against the Company or others and any liabilities the Company may be subject to pursuant to law. parties. View More

Survival and Indemnification. 8.1. Survival. The representations, warranties, covenants and agreements contained in this Agreement shall survive the Closing of the transactions contemplated by this Agreement for the applicable statute of limitations. 8.2. Indemnification. The Company agrees to indemnify and hold harmless each Investor and its Affiliates and their respective directors, officers, trustees, members, managers, employees and agents, and their respective successors and assigns, from and against any and all losses,... claims, damages, liabilities and expenses, including expenses (including without limitation reasonable attorney fees and disbursements and other expenses reasonably incurred in connection with investigating, preparing or defending any action, claim or proceeding, pending or threatened and the costs of enforcement thereof thereof) (collectively, "Losses"), "Losses") to which such Person may become subject (i) as a result of or relating to (a) any breach of representation, warranty, covenant or agreement made by or to be performed on the part of the Company under the Transaction Documents or (b) any action instituted against (ii) arising from the Investor or its Affiliates Company's fraud, gross negligence and willful misconduct in connection with the execution, delivery and performance by any stockholder of the Company who is not an Affiliate of such Investor, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach and the offer, issuance and sale of such Investor's representations, warranties or covenants under the Transaction Documents or any conduct by such Investor or its Affiliates which constitutes fraud, gross negligence, willful misconduct or malfeasance), Closing Securities, and will reimburse any such Person for all such amounts as they are incurred by such Person. 23 8.3. Conduct of Indemnification Proceedings. Any person entitled to indemnification hereunder shall (i) give prompt notice to the indemnifying party Company of any claim with respect to which it seeks indemnification and (ii) permit such indemnifying party the Company to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party; provided that any person entitled to indemnification hereunder shall have the right to employ separate counsel and to participate in the defense of such claim, but the fees and expenses of such counsel shall be at the expense of such person unless (a) the indemnifying party Company has agreed to pay such fees or expenses, (b) the indemnifying party Company shall have failed to assume the defense of such claim and employ counsel reasonably satisfactory to such person or (c) in the reasonable judgment of any such person, based upon written advice of its counsel, a conflict of interest exists between such person and the indemnifying party Company with respect to such claims (in which case, if the person notifies the indemnifying party Company in writing that such person elects to employ separate counsel at the expense of the indemnifying party, Company, the indemnifying party Company shall not have the right to assume the defense of such claim on behalf of such person); and provided, further, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party Company of its obligations hereunder, except to the extent that such failure to give notice shall materially adversely affect the indemnifying party Company in the defense of any such claim or litigation. It is understood that the indemnifying party Company shall not, in connection with any proceeding in the same jurisdiction, be liable for fees or expenses of more than one separate firm of attorneys at any time for all such indemnified party. No indemnifying party will, parties. The Company will not, except with the consent of the indemnified party, which consent shall not be unreasonably withheld, conditioned or delayed, 26 consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect of such claim or litigation. No indemnified party will, except with the consent of the indemnifying party, Company, consent to entry of any judgment or enter into any settlement. The indemnity agreements contained herein shall be in addition to any cause of action or similar right of any Investor or its Affiliates against the Company or others and any liabilities the Company may be subject to pursuant to law. View More

Survival and Indemnification. 8.1. (a) Survival. The representations, warranties, covenants and agreements contained in this Agreement shall survive the Closing of the transactions contemplated by this Agreement as follows: (i) those in Section 3(a), (c), (d) and (e) shall survive for six years, (ii) those in Section 3(q) will survive until the expiration of the applicable statute of limitations, (iii) those in Section 3 not specified in this Section will survive for a period of 36 months, and (iv) those in Section 4 and oth...er than in sections of the Agreement as specified herein will survive until the expiration of the applicable statute of limitations. 8.2. (b) Indemnification. The Company agrees to indemnify and hold harmless each Investor Purchaser and its Affiliates and their respective directors, officers, trustees, members, managers, employees and agents, and their respective successors and assigns, from and against any and all losses, claims, damages, liabilities and expenses, including expenses (including, without limitation limitation, reasonable attorney fees and disbursements (subject to Section 6(c) below) and other expenses reasonably incurred in connection with investigating, preparing or defending any action, claim or proceeding, pending or threatened and the costs of enforcement thereof thereof) (collectively, "Losses"), "Losses") to which such Person person may become subject as a result of or relating to (a) any breach of any representation, warranty, covenant or agreement made by or to be performed on the part of the Company under the Transaction Documents or (b) any action instituted against the Investor or its Affiliates by any stockholder of the Company who is not an Affiliate of such Investor, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of such Investor's representations, warranties or covenants under the Transaction Documents or any conduct by such Investor or its Affiliates which constitutes fraud, gross negligence, willful misconduct or malfeasance), Documents, and will reimburse any such Person person for all such amounts as they are incurred by such Person. 23 8.3. person. (c) Conduct of Indemnification Proceedings. Any person entitled to indemnification hereunder shall (i) give prompt notice to the indemnifying party of any claim with respect to which it seeks indemnification and (ii) permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party; provided that any person entitled to indemnification hereunder shall have the right to employ separate counsel and to participate in the defense of such claim, but the fees and expenses of such counsel shall be at the expense of such person unless (a) the indemnifying party has agreed to pay such fees or expenses, (b) the indemnifying party shall have failed to assume the defense of such claim and employ counsel reasonably satisfactory to such person or (c) in the reasonable judgment of any such person, based upon written advice of its counsel, a conflict of interest exists between such person and the indemnifying party with respect to such claims (in which case, if the person notifies the indemnifying party in writing that such person elects to employ separate counsel at the expense of the indemnifying party, the indemnifying party shall not have the right to assume the defense of such claim on behalf of such person); and provided, further, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations hereunder, except to the extent that such failure to give notice shall materially adversely affect the indemnifying party in the defense of any such claim or litigation. It is understood that the indemnifying party shall not, in connection with any proceeding in the same jurisdiction, be liable for fees or expenses of more than one separate firm of attorneys at any time for all such indemnified party. parties. No indemnifying party will, except with the consent of the indemnified party, which consent shall not be unreasonably withheld, conditioned or delayed, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect of such claim or litigation. No The Company will not be liable to any indemnified party will, except with under this Agreement (x) for any settlement by such indemnified party effected without the consent Company's prior written consent, which shall not be unreasonably withheld, conditioned or delayed, or (y) for any Losses incurred by such indemnified party which a court of competent jurisdiction determines in a final judgment which is not subject to further appeal are solely attributable to (A) a breach of any of the indemnifying party, consent to entry representations, warranties, covenants or agreements made by such indemnified party under this Agreement or in any other Transaction Document or (B) the fraud, gross negligence or willful misconduct of any judgment or enter into any settlement. The indemnity agreements contained herein shall be in addition to any cause of action or similar right of any Investor or its Affiliates against the Company or others and any liabilities the Company may be subject to pursuant to law. such indemnified party. View More

Survival and Indemnification. 8.1. 6.1 Survival. The representations, warranties, covenants and agreements contained in this Agreement shall survive the Closing until the expiration of the transactions contemplated by this Agreement for the applicable statute of limitations. 8.2. 6.2 Indemnification. The Effective at and after the Closing, the Company agrees to indemnify hereby indemnifies and hold holds harmless each Investor Purchaser, its affiliates and its Affiliates and their respective directors, officers, trustees, me...mbers, managers, employees and employees, agents, and their respective successors and assigns, assigns against and from and against any and all losses, claims, damages, liabilities damage, loss, liability and expenses, including without limitation expense (including reasonable attorney expenses of investigation and reasonable attorneys' fees and disbursements and other expenses reasonably incurred in connection with investigating, preparing or defending any action, claim or proceeding, pending or threatened and the costs of enforcement thereof expenses) (collectively, "Losses"), incurred or suffered by such Persons arising out of any misrepresentation or breach of any representation or warranty (with the amount of Losses being determined without regard to which such Person may become subject as a result of any qualification or exception contained therein relating to (a) materiality or Material Adverse Effect or any similar qualification or standard) or breach of representation, warranty, covenant any covenants or agreement made agreements by or to be performed on the part of the Company under this Agreement or the other Transaction Documents or (b) any action instituted against the Investor or its Affiliates by any stockholder of the Company who is not an Affiliate of such Investor, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of such Investor's representations, warranties or covenants under the Transaction Documents or any conduct by such Investor or its Affiliates which constitutes fraud, gross negligence, willful misconduct or malfeasance), Documents, and will reimburse any such Person for all such amounts as they are incurred by such Person. 23 8.3. 15 6.3 Conduct of Indemnification Proceedings. Any person entitled to indemnification hereunder shall (i) give prompt notice to the indemnifying party of any claim with respect to which it seeks indemnification and (ii) permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party; provided that any person entitled to indemnification hereunder shall have the right to employ separate counsel and to participate in the defense of such claim, but the fees and expenses of such counsel shall be at the expense of such person unless (a) the indemnifying party has agreed to pay such fees or expenses, or (b) the indemnifying party shall have failed to assume the defense of such claim and employ counsel reasonably satisfactory to such person or (c) in the reasonable judgment of any such person, based upon written advice of its counsel, a conflict of interest exists between such person and the indemnifying party with respect to such claims (in which case, if the person notifies the indemnifying party in writing that such person elects to employ separate counsel at the expense of the indemnifying party, the indemnifying party shall not have the right to assume the defense of such claim on behalf of such person); and provided, further, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations hereunder, except to the extent that such failure to give notice shall materially adversely affect the indemnifying party in the defense of any such claim or litigation. It is understood that the indemnifying party shall not, in connection with any proceeding in the same jurisdiction, be liable for fees or expenses of more than one separate firm of attorneys at any time for all such indemnified party. parties. No indemnifying party will, except with the consent of the indemnified party, which consent shall not be unreasonably withheld, conditioned or delayed, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect of such claim or litigation. No The Company shall not be liable to any indemnified party will, except with under this Agreement (i) for any settlement by such indemnified party effected without the consent Company's prior written consent, which shall not be unreasonably withheld, conditioned or delayed, or (ii) for any Losses incurred by such indemnified party which a court of competent jurisdiction determines in a final judgment which is not subject to further appeal are solely attributable to (A) a breach of any of the indemnifying party, consent to entry representations, warranties, covenants or agreements made by such indemnified party in this Agreement or in any other Transaction Document or (B) the fraud, gross negligence or willful misconduct of any judgment or enter into any settlement. The indemnity agreements contained herein shall be in addition to any cause of action or similar right of any Investor or its Affiliates against the Company or others and any liabilities the Company may be subject to pursuant to law. such indemnified party. View More

Survival and Indemnification. 8.1. 8.1 Survival. The representations, warranties, covenants and agreements contained in this Agreement shall survive the Closing of the transactions contemplated by this Agreement for the applicable statute of limitations. 8.2. one (1) year. 8.2 Indemnification. The Company agrees to indemnify and hold harmless each the Investor and its Affiliates and their respective directors, officers, trustees, members, managers, employees and agents, and their respective successors and assigns, from and a...gainst any and all losses, claims, damages, liabilities and expenses, including expenses (including without limitation reasonable and documented attorney fees and disbursements and other documented out-of-pocket expenses reasonably incurred in connection with investigating, preparing or defending any action, claim or proceeding, pending or threatened and the costs of enforcement thereof thereof) (collectively, "Losses"), "Losses", which term does not include speculative, incidental or punitive damages) to which such Person indemnitee may become subject as a direct result of or relating to (a) any breach of representation, warranty, covenant or agreement made by or to be performed on the part of the Company under the Transaction Documents or (b) any action instituted against the Investor or its Affiliates by any stockholder of the Company who is not an Affiliate of such Investor, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of such Investor's representations, warranties or covenants under the Transaction Documents or any conduct by such Investor or its Affiliates which constitutes fraud, gross negligence, willful misconduct or malfeasance), Documents, and will reimburse any such Person indemnitee for all such amounts as they are incurred by indemnitee solely to the extent such Person. 23 8.3. amounts have been finally judicially determined not to have resulted from indemnitee's fraud or willful misconduct or violation of law. The Investor will indemnify the Company for any Losses incurred by the Investor misrepresenting his or its status as an accredited investor under Rule 501(a) of Regulation D of 1933 Act. 20 8.3 Conduct of Indemnification Proceedings. Any person party entitled to indemnification hereunder shall (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification and (ii) permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party; provided that any person entitled to indemnification hereunder shall have the right to employ separate counsel and to participate in the defense of such claim, but the fees and expenses of such counsel shall be at the expense of such person unless (a) the indemnifying party has agreed in writing to pay such fees or expenses, (b) the indemnifying party shall have failed to assume the defense of such claim and employ counsel reasonably satisfactory to such person or (c) in the reasonable judgment of any such person, based upon written advice of its counsel, a conflict of interest exists between such person and the indemnifying party with respect to such claims (in which case, if the person notifies the indemnifying party in writing that such person the party elects to employ separate counsel at the expense of the indemnifying party, the indemnifying party shall not have the right to assume the defense of such claim on behalf of such person); and provided, further, that the failure of any indemnified party to give written notice as provided herein shall not relieve the indemnifying party of its obligations hereunder, except to the extent that such failure to give notice shall materially adversely affect the indemnifying party in the defense of any such claim or litigation. It is understood that the indemnifying party shall not, in connection with any proceeding in the same jurisdiction, be liable for fees or expenses of more than one separate firm of attorneys at any time for all such indemnified party. parties. No indemnifying party will, except with the consent of the indemnified party, which consent shall not be unreasonably withheld, conditioned or delayed, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect of such claim or litigation. No indemnified party will, except with the consent of the indemnifying party, which consent shall not be unreasonably withheld, conditioned or delayed, consent to entry of any judgment or enter into any settlement. The indemnity agreements contained herein shall be in addition to any cause of action or similar right of any Investor or its Affiliates against the Company or others and any liabilities the Company may be subject to pursuant to law. View More