In consideration of each Buyer’s execution and delivery of the Transaction Documents and acquiring the Securities thereunder and in addition to all of the Company’s other obligations under the Transaction Documents, the Company shall defend, protect, indemnify and hold harmless each Buyer and each holder of any Securities and all of their stockholders, partners, members, officers, directors, employees and direct or indirect investors and 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, costs, penalties, fees, liabilities and 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 reasonable attorneys’ fees and disbursements (the “Indemnified Liabilities”), incurred by any Indemnitee as a result of, or arising out of, or relating to # any misrepresentation or breach of any representation or warranty made by the Company or any Subsidiary in any of the Transaction Documents, # any breach of any covenant, agreement or obligation of the Company or any Subsidiary contained in any of the Transaction Documents or # any cause of action, suit, proceeding or claim brought or made against such Indemnitee by a third party (including for these purposes a derivative action brought on behalf of the Company or any Subsidiary) or which otherwise involves such Indemnitee that arises out of or results from # the execution, delivery, performance or enforcement of any of the Transaction Documents, # any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of the issuance of the Securities, # any disclosure properly made by such Buyer pursuant to Section 4(k), or (D) the status of such Buyer or holder of the Securities either as an investor in the Company pursuant to the transactions contemplated by the Transaction Documents or as a party to this Agreement (including, without limitation, as a party in interest or otherwise in any action or proceeding for injunctive or other equitable relief). To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law.
In consideration of each Buyer’Buyers execution and delivery of the Transaction Documents and acquiring the Securities thereunder and in addition to all of the Company’Companys other obligations under the Transaction Documents, the Company shall defend, protect, indemnify and hold harmless each Buyer and each holder of any Securities and all of their stockholders, partners, members, officers, directors, employees and direct or indirect investors and any of the foregoing Persons’Persons agents or other representatives (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the “Indemnitees”Indemnitees) from and against any and all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and 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 reasonable attorneys’attorneys fees and disbursements (the “Indemnified Liabilities”Indemnified Liabilities), incurred by any Indemnitee as a result of, or arising out of, or relating to # any misrepresentation or breach of any representation or warranty made by the Company or any Subsidiary in any of the Transaction Documents, # any breach of any covenant, agreement or obligation of the Company or any Subsidiary contained in any of the Transaction Documents or # any cause of action, suit, proceeding or claim brought or made against such Indemnitee by a third party (including for these purposes a derivative action brought on behalf of the Company or any Subsidiary) or which otherwise involves such Indemnitee that arises out of or results from # the execution, delivery, performance or enforcement of any of the Transaction Documents, or # any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of the issuance of the Securities, # any disclosure properly made by such Buyer pursuant to Section 4(k), or (D) the status of such Buyer or holder of the Securities either as an investor in the Company pursuant to the transactions contemplated by the Transaction Documents or as a party to this Agreement (including, without limitation, as a party in interest or otherwise in any action or proceeding for injunctive or other equitable relief).Securities. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law.
In consideration of each Buyer’the Buyers execution and delivery of the Transaction Documents and acquiring the Securities thereunderhereunder and in addition to all of the Company’Companys other obligations under the Transaction Documents, the Company shall defend, protect, indemnify and hold harmless eachthe Buyer and each holder of any Securities and all of their stockholders, partners, members,its affiliates, members , officers, directors, employees and direct or indirect investorsemployees, and any of the foregoing Persons’persons agents or other representatives (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the “Indemnitees”Indemnitees) from and against any and all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and 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 reasonable attorneys’attorneys fees and disbursements (the “Indemnified Liabilities”Indemnified Liabilities), incurred by any Indemnitee as a result of, or arising out of, or relating to # any misrepresentation or breach of any representation or warranty made by the Company in the Transaction Documents or any Subsidiary in any of the Transaction Documents,other certificate, instrument or document contemplated hereby or thereby, # any breach of any covenant, agreement or obligation of the Company or any Subsidiary contained in any of the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby, or # any cause of action, suit, proceedingsuit or claim brought or made against such Indemnitee by a third party (including for these purposes a derivative action brought on behalf of the Company or any Subsidiary) or which otherwise involves such Indemnitee that arisesand arising out of or resultsresulting from # the execution, delivery, performance or enforcement of any of the Transaction Documents, # any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of the issuance of the Securities, # any disclosure properly made by such Buyer pursuant to Section 4(k), or (D) the status of such Buyer or holder of the Securities either as an investor in the Company pursuant to the transactions contemplated by the Transaction Documents or asany other certificate, instrument or document contemplated hereby or thereby, other than with respect to Indemnified Liabilities which directly and primarily result from # a party tobreach of any of the Buyers representations and warranties, covenants or agreements contained in this Agreement (including, without limitation, as a party in interestAgreement, or otherwise in# the gross negligence, bad faith or willful misconduct of the Buyer or any action or proceeding for injunctive or other equitable relief).Indemnitee. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law.
In consideration of each Buyer’the Buyers execution and delivery of the Transaction Documents and acquiring the Securities thereunderhereunder and in addition to all of the Company’Companys other obligations under the Transaction Documents, the Company shall defend, protect, indemnify and hold harmless eachthe Buyer and each holder of any Securities and all of their stockholders, partners, members,its affiliates, members , officers, directors, employees and direct or indirect investorsemployees, and any of the foregoing Persons’persons agents or other representatives (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the “Indemnitees”Indemnitees) from and against any and all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and 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 reasonable attorneys’attorneys fees and disbursements (the “Indemnified Liabilities”Indemnified Liabilities), incurred by any Indemnitee as a result of, or arising out of, or relating to # any misrepresentation or breach of any representation or warranty made by the Company in the Transaction Documents or any Subsidiary in any of the Transaction Documents,other certificate, instrument or document contemplated hereby or thereby, # any breach of any covenant, agreement or obligation of the Company or any Subsidiary contained in any of the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby, or # any cause of action, suit, proceedingsuit or claim brought or made against such Indemnitee by a third party (including for these purposes a derivative action brought on behalf of the Company or any Subsidiary) or which otherwise involves such Indemnitee that arisesand arising out of or resultsresulting from # the execution, delivery, performance or enforcement of any of the Transaction Documents, # any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of the issuance of the Securities, # any disclosure properly made by such Buyer pursuant to Section 4(k), or (D) the status of such Buyer or holder of the Securities either as an investor in the Company pursuant to the transactions contemplated by the Transaction Documents or asany other certificate, instrument or document contemplated hereby or thereby, other than with respect to Indemnified Liabilities which directly and primarily result from # a party tobreach of any of the Buyers representations and warranties, covenants or agreements contained in this Agreement (including, without limitation, as a party in interestAgreement, or otherwise in# the gross negligence, bad faith or willful misconduct of the Buyer or any action or proceeding for injunctive or other equitable relief).Indemnitee. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law.
In consideration of each Buyer’the Buyers execution and delivery of the Transaction Documentsis Agreement and acquiring the Securities thereunderhereunder and in addition to all of the Company’Companys other obligations under the Transaction Documents,this Agreement, the Company shall defend, protect, indemnify and hold harmless eachthe Buyer and each holder of any Securities and all of their stockholders, partners,its affiliates, members, officers, directors, employees and direct or indirect investorsemployees, and any of the foregoing Persons’persons agents or other representatives (including, without limitation, those retained in connection with the transactionstransaction contemplated by this Agreement) (collectively, the “Indemnitees”Indemnitees) from and against any and all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and 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 reasonable attorneys’attorneys fees and disbursements (the “Indemnified Liabilities”Indemnified Liabilities), incurred by any Indemnitee as a result of, or arising out of, or relating to # any misrepresentation or breach of any representation or warranty made by the Company in this Agreement or any Subsidiary in any of the Transaction Documents,other certificate, instrument or document contemplated hereby, # any breach of any covenant, agreement or obligation of the Company contained in this Agreement or any Subsidiary contained in any of the Transaction Documentsother certificate, instrument or document contemplated hereby, or # any cause of action, suit, proceedingsuit or claim brought or made against such Indemnitee by a third party (including for these purposes a derivative action brought on behalf of the Company or any Subsidiary) or which otherwise involves such Indemnitee that arisesand arising out of or resultsresulting from # the execution, delivery, performance or enforcement of this Agreement or any other certificate, instrument or document contemplated hereby, other than with respect to Indemnified Liabilities which directly and primarily result from # a breach of any of the Transaction Documents,Buyers representations and warranties, covenants or agreements contained in this Agreement, or # any transaction financedthe gross negligence, bad faith or to be financed in whole or in part, directly or indirectly, with the proceedswillful misconduct of the issuance of the Securities, # any disclosure properly made by such Buyer pursuant to Section 4(k), or (D) the status of such Buyer or holder of the Securities either as an investor in the Company pursuant to the transactions contemplated by the Transaction Documents or as a party to this Agreement (including, without limitation, as a party in interest or otherwise in any action or proceeding for injunctive or other equitable relief).Indemnitee. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law.
In consideration of each Buyer’the Buyers execution and delivery of the Transaction Documentsis Agreement and acquiring the Securities thereunderhereunder and in addition to all of the Company’Companys other obligations under the Transaction Documents,this Agreement, the Company shall defend, protect, indemnify and hold harmless eachthe Buyer and each holder of any Securities and all of their stockholders, partners, members,its affiliates, members , officers, directors, employees and direct or indirect investorsemployees, and any of the foregoing Persons’persons agents or other representatives (including, without limitation, those retained in connection with the transactionstransaction contemplated by this Agreement) (collectively, the “Indemnitees”Indemnitees) from and against any and all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and 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 reasonable attorneys’attorneys fees and disbursements (the “Indemnified Liabilities”Indemnified Liabilities), incurred by any Indemnitee as a result of, or arising out of, or relating to # any misrepresentation or breach of any representation or warranty made by the Company in this Agreement or any Subsidiary in any of the Transaction Documents,other certificate, instrument or document contemplated hereby, # any breach of any covenant, agreement or obligation of the Company contained in this Agreement or any Subsidiary contained in any of the Transaction Documentsother certificate, instrument or document contemplated hereby, or # any cause of action, suit, proceedingsuit or claim brought or made against such Indemnitee by a third party (including for these purposes a derivative action brought on behalf of the Company or any Subsidiary) or which otherwise involves such Indemnitee that arisesand arising out of or resultsresulting from # the execution, delivery, performance or enforcement of this Agreement or any other certificate, instrument or document contemplated hereby, other than with respect to Indemnified Liabilities which directly and primarily result from # a breach of any of the Transaction Documents,Buyers representations and warranties, covenants or agreements contained in this Agreement, or # any transaction financedthe gross negligence, bad faith or to be financed in whole or in part, directly or indirectly, with the proceedswillful misconduct of the issuance of the Securities, # any disclosure properly made by such Buyer pursuant to Section 4(k), or (D) the status of such Buyer or holder of the Securities either as an investor in the Company pursuant to the transactions contemplated by the Transaction Documents or as a party to this Agreement (including, without limitation, as a party in interest or otherwise in any action or proceeding for injunctive or other equitable relief).Indemnitee. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law.
In consideration of each Buyer’the Buyers execution and delivery of the Transaction Documentsis Agreement and acquiring the Securities thereunderPurchase Shares hereunder and in addition to all of the Company’Companys other obligations under the Transaction Documents,this Agreement, the Company shall defend, protect, indemnify and hold harmless eachthe Buyer and each holder of any Securities and all of their stockholders, partners, members,its affiliates, members , officers, directors, employees and direct or indirect investorsemployees, and any of the foregoing Persons’persons agents or other representatives (including, without limitation, those retained in connection with the transactionstransaction contemplated by this Agreement) (collectively, the “Indemnitees”Indemnitees) from and against any and all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and 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 reasonable attorneys’attorneys fees and disbursements (the “Indemnified Liabilities”Indemnified Liabilities), incurred by any Indemnitee as a result of, or arising out of, or relating to # any misrepresentation or breach of any representation or warranty made by the Company in this Agreement or any Subsidiary in any of the Transaction Documents,other certificate, instrument or document contemplated hereby, # any breach of any covenant, agreement or obligation of the Company contained in this Agreement or any Subsidiary contained in any of the Transaction Documentsother certificate, instrument or document contemplated hereby, or # any cause of action, suit, proceedingsuit or claim brought or made against such Indemnitee by a third party (including for these purposes a derivative action brought on behalf of the Company or any Subsidiary) or which otherwise involves such Indemnitee that arisesand arising out of or resultsresulting from # the execution, delivery, performance or enforcement of this Agreement or any other certificate, instrument or document contemplated hereby, other than with respect to Indemnified Liabilities which directly and primarily result from # a breach of any of the Transaction Documents,Buyers representations and warranties, covenants or agreements contained in this Agreement, or # any transaction financedthe gross negligence, bad faith or to be financed in whole or in part, directly or indirectly, with the proceedswillful misconduct of the issuance of the Securities, # any disclosure properly made by such Buyer pursuant to Section 4(k), or (D) the status of such Buyer or holder of the Securities either as an investor in the Company pursuant to the transactions contemplated by the Transaction Documents or as a party to this Agreement (including, without limitation, as a party in interest or otherwise in any action or proceeding for injunctive or other equitable relief).Indemnitee. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law.
Indemnification. In consideration of eachthe Buyer’s execution and delivery of the Transaction Documentsthis Agreement and acquiring the Securities thereunderhereunder, and in addition to all of the Company’s other obligations under this Agreement or the Transaction Documents,Note, the Company shall defend, protect, indemnify and hold harmless eachthe Buyer and each holder of any Securities and all of theirits stockholders, partners, members, officers, directors, employees and direct or indirect investors and any of the foregoing Persons’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, costs, penalties, fees, liabilities and 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 reasonable attorneys’ fees and disbursements (the “Indemnified Liabilities”), incurred by any Indemnitee as a result of, or arising out of, or relating to # any misrepresentation or breach of any representation or warranty made by the Company in this Agreement, the Note or any Subsidiary in any of the Transaction Documents,other agreement, certificate, instrument or document contemplated hereby or thereby, # any breach of any covenant, agreement or obligation of the Company contained in this Agreement, the Note or any Subsidiary contained in any of the Transaction Documentsother agreement, certificate, instrument or document contemplated hereby or thereby or # any cause of action, suit, proceedingsuit or claim brought or made against such Indemnitee by a third party (including for these purposes a derivative action brought on behalf of the Company or any Subsidiary) or which otherwise involves such Indemnitee that arisesCompany) and arising out of or resultsresulting from # the execution, delivery, performance or enforcement of this Agreement, the Note or any of the Transaction Documents,other agreement, certificate, instrument or document contemplated hereby or thereby, # any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of the issuance of the Securities, # any disclosure properly made by such Buyer pursuant to Section 4(k), or (D)# the status of suchthe Buyer or holder of the Securities either as an investor in the Company pursuant to the transactions contemplated by the Transaction Documents or as a party to this Agreement (including, without limitation, as a party in interest or otherwise in any action or proceeding for injunctive or other equitable relief).Agreement. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities whichthat is permissible under applicable law.
Indemnification. In consideration of eachthe Buyer’s execution and delivery of the Transaction Documentsthis Agreement and acquiring the Securities thereunderhereunder, and in addition to all of the Company’s other obligations under this Agreement or the Transaction Documents,Note, the Company shall defend, protect, indemnify and hold harmless eachthe Buyer and each holder of any Securities and all of theirits stockholders, partners, members, officers, directors, employees and direct or indirect investors and any of the foregoing Persons’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, costs, penalties, fees, liabilities and 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 reasonable attorneys’ fees and disbursements (the “Indemnified Liabilities”), incurred by any Indemnitee as a result of, or arising out of, or relating to # any misrepresentation or breach of any representation or warranty made by the Company in this Agreement or the Note or any Subsidiary in any of the Transaction Documents,other agreement, certificate, instrument or document contemplated hereby or thereby, # any breach of any covenant, agreement or obligation of the Company contained in this Agreement or the Note or any Subsidiary contained in any of the Transaction Documentsother agreement, certificate, instrument or document contemplated hereby or thereby or # any cause of action, suit, proceedingsuit or claim brought or made against such Indemnitee by a third party (including for these purposes a derivative action brought on behalf of the Company or any Subsidiary) or which otherwise involves such Indemnitee that arisesCompany) and arising out of or resultsresulting from # the execution, delivery, performance or enforcement of this Agreement or the Note or any of the Transaction Documents,other agreement, certificate, instrument or document contemplated hereby or thereby, # any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of the issuance of the Securities, # any disclosure properly made by such Buyer pursuant to Section 4(k), or (D)# the status of suchthe Buyer or holder of the Securities either as an investor in the Company pursuant to the transactions contemplated by the Transaction Documents or as a party to this Agreement (including, without limitation, as a party in interest or otherwise in any action or proceeding for injunctive or other equitable relief).Agreement. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities whichthat is permissible under applicable law.law
Indemnification. In consideration of eachthe Buyer’s execution and delivery of the Transaction Documentsthis Agreement and acquiring the Securities thereunderhereunder, and in addition to all of the Company’s other obligations under this Agreement or the Transaction Documents,Note, the Company shall defend, protect, indemnify and hold harmless eachthe Buyer and each holder of any Securities and all of theirits stockholders, partners, members, officers, directors, employees and direct or indirect investors and any of the foregoing Persons’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, costs, penalties, fees, liabilities and 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 reasonable attorneys’ fees and disbursements (the “Indemnified Liabilities”), incurred by any Indemnitee as a result of, or arising out of, or relating to # any misrepresentation or breach of any representation or warranty made by the Company in this Agreement or the Note or any Subsidiary in any of the Transaction Documents,other agreement, certificate, instrument or document contemplated hereby or thereby, # any breach of any covenant, agreement or obligation of the Company contained in this Agreement or the Note or any Subsidiary contained in any of the Transaction Documentsother agreement, certificate, instrument or document contemplated hereby or thereby or # any cause of action, suit, proceedingsuit or claim brought or made against such Indemnitee by a third party (including for these purposes a derivative action brought on behalf of the Company or any Subsidiary) or which otherwise involves such Indemnitee that arisesCompany) and arising out of or resultsresulting from # the execution, delivery, performance or enforcement of this Agreement or the Note or any of the Transaction Documents,other agreement, certificate, instrument or document contemplated hereby or thereby, # any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of the issuance of the Securities, # any disclosure properly made by such Buyer pursuant to Section 4(k), or (D)# the status of suchthe Buyer or holder of the Securities either as an investor in the Company pursuant to the transactions contemplated by the Transaction Documents or as a party to this Agreement (including, without limitation, as a party in interest or otherwise in any action or proceeding for injunctive or other equitable relief).Agreement. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities whichthat is permissible under applicable law.law [signature page follows]
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