Common use of Additional Indemnities Clause in Contracts

Additional Indemnities. Section 5.01 SpecCo shall and shall cause the other members of the SpecCo Group to indemnify, defend and hold harmless AgCo (and any of its successors or permitted assigns) from and against any and all Indemnifiable Losses of the AgCo Indemnitees arising out of or resulting from the making of any claim, demand or offset, or commencement of any Action asserting any claim, demand or offset, including any claim for indemnification by any SpecCo Indemnitee against AgCo (or its applicable successor or permitted assigns) for any “Indemnifiable Losses” (as defined in the SDA prior to giving effect to this Agreement) that would not constitute “Indemnifiable Losses” under the SDA (and, in the case of Article III of this Agreement, the EMA) had the SDA (and, in the case of Article III of this Agreement, the EMA) been initially entered into as of the Effective Time in form and substance reflecting the terms of this Agreement (including, without limitation, any such claims premised on any argument that any SpecCo Indemnitee is not bound by this Agreement). Section 5.02 AgCo shall and shall cause the other members of the AgCo Group to indemnify, defend and hold harmless SpecCo (and any of its successors or permitted assigns) from and against any and all Indemnifiable Losses of the SpecCo Indemnitees arising out of or resulting from the making of any claim, demand or offset, or commencement of any Action asserting any claim, demand or offset, including any claim for indemnification by any AgCo Indemnitee against SpecCo (or its applicable successor or permitted assigns) for any “Indemnifiable Losses” (as defined in the SDA prior to giving effect to this Agreement) that would not constitute “Indemnifiable Losses” under the SDA (and, in the case of Article III of this Agreement, the EMA) had the SDA (and, in the case of Article III of this Agreement, the EMA) been initially entered into as of the Effective Time in form and substance reflecting the terms of this Agreement (including, without limitation, any such claims premised on any argument that any AgCo Indemnitee is not bound by this Agreement).

Additional Indemnities. Section 5.01 SpecCo shall The Corporation and shall cause the other members Icarian Stockholders agree to indemnify the Purchaser pursuant to Article 10 hereof, and subject to all of the SpecCo Group limitations of said Article 10, for the following Claims, provided such Claims arise during the one year period following the Closing Date and the Purchaser claims indemnification with respect thereto under Article 10 prior to indemnify, defend and hold harmless AgCo the expiration of such one year period: (and a) if any of its successors the Icarian Warrants, except for any Icarian Warrants for Series F Preferred Stock of the Corporation, outstanding as of the Closing Date are exercised or permitted assignsthreatened to be exercised, any costs incurred by the Corporation or the Purchaser with respect to negotiation of the cancellation of said Icarian Warrants and avoidance of the issuance of any shares of the Corporation pursuant to the exercise of said Icarian Warrants; (b) any costs incurred by the Corporation and/or the Purchaser arising from and against or in connection with any and all Indemnifiable Losses Claims made against the Corporation by holders of Dissenting Shares pursuant to the applicable dissenters' or appraisal rights provisions of the AgCo Indemnitees Delaware Law and the California Law; and (c) any legal costs and expenses incurred by the Corporation and/or the Purchaser, arising out of from or resulting from the making of any claim, demand or offset, or commencement of any Action asserting any claim, demand or offset, including any claim for indemnification by any SpecCo Indemnitee against AgCo (or its applicable successor or permitted assigns) for any “Indemnifiable Losses” (as defined in the SDA prior to giving effect to this Agreement) that would not constitute “Indemnifiable Losses” under the SDA (and, in the case of Article III of this Agreement, the EMA) had the SDA (and, in the case of Article III of this Agreement, the EMA) been initially entered into as of the Effective Time in form and substance reflecting the terms of this Agreement (including, without limitation, any such claims premised on any argument that any SpecCo Indemnitee is not bound by this Agreement). Section 5.02 AgCo shall and shall cause the other members of the AgCo Group to indemnify, defend and hold harmless SpecCo (and any of its successors or permitted assigns) from and against connection with any and all Indemnifiable Losses Claims relating to any matters arising up to and including the Closing of the SpecCo Indemnitees arising out transactions contemplated herein brought by or against any Former Officers and/or Directors of or resulting from the making Corporation, which are in excess of the legal costs and expenses incurred with respect to such Claims by the Corporation and/or the Purchaser that are covered by insurance of the Corporation and/or the Purchaser ("Former Officers and/or Directors of the Corporation" being any claim, demand or offset, or commencement person who was an officer and/or a director of the Corporation at any Action asserting any claim, demand or offset, including any claim for indemnification by any AgCo Indemnitee against SpecCo (or its applicable successor or permitted assigns) for any “Indemnifiable Losses” (as defined in the SDA time prior to giving effect to this Agreement) that would not constitute “Indemnifiable Losses” under the SDA (and, in the case of Article III of this Agreement, the EMA) had the SDA (and, in the case of Article III of this Agreement, the EMA) been initially entered into as Closing of the Effective Time in form and substance reflecting the terms of this Agreement (including, without limitation, any such claims premised on any argument that any AgCo Indemnitee is not bound by this Agreementtransactions contemplated herein).