By Issuer Sample Clauses

By Issuer. (1) Resolution of the Board of Directors authorizing the issuance of certificates for the number of shares to be delivered to Shareholders pursuant to Schedule 6(i)(1). (2) Schedule for the number of Issuer shares registered in the name of Shareholders pursuant to schedule 6(i)(1). (3) Certificates for the number of Issuer shares registered in the name of Issuer pursuant to Schedule 6(i)(1). (4) Such other resolutions of Issuer’s stockholders and/or directors as may reasonably be required by Company and Shareholders. (5) Such other agreements relating to the transaction as may reasonably be required by the Company or Shareholders. (6) Certificate of Good Standing from the State of Arizona. (7) Copy of the 8K to be filed with the SEC, if applicable. (8) Copy of a draft press release for review and approval. (9) Warrant for 200,000 shares of Issuer common stock. (10) Employment Agreement, ▇▇▇▇ ▇▇▇▇▇▇▇ (11) Consulting agreement, ▇▇▇▇▇ ▇▇▇▇▇▇

By Issuer. Without prejudice to Clause 11.2, the Issuer shall indemnify each Agent, on an after tax basis, against any loss, liability, fee, cost, claim, action, demand or expense (including, but not limited to, all proper costs, charges, fees and expenses paid or incurred in disputing or defending any of the foregoing) that it may incur or that may be made against it arising out of or in relation to or in connection with its appointment or the exercise of its functions, except such as may result from its own negligence, wilful default or fraud.

By Issuer. At any time during the Warrant Term, Issuer may redeem then then-outstanding portion of the Warrant, in whole but not in part, by written notice to Holder (a “Call Notice”). Upon receiving a Call Notice or the expiration of the Warrant Term, as the case may be, Holder promptly shall tender to Issuer the original of this Warrant Agreement. Within 15 days after the date on which Issuer actually receives the original Warrant Agreement at its address for notice specified in Section 11.01 hereof, Issuer shall repurchase the Warrant from Holder for an amount equal to 110% of the then-current Purchase Price of the Warrant, payable in cash or collected funds (the “Redemption Price”).

By Issuer. The Issuer undertakes to indemnify and hold harmless each of the Agents and their respective officers, employees or agents on demand by such Agent against any losses, liabilities, costs, expenses (including, but not limited to, all reasonable costs, legal fees, charges and expenses paid or incurred in disputing or defending any of the foregoing), claims, actions or demands which such Agent may incur or which may be made against such Agent, as a result of or in connection with the appointment or the exercise of or performance of the powers, discretions, authorities and duties of such Agent under this Agreement except such as may result from such Agent’s own gross negligence, fraud or wilful misconduct with its obligations hereunder or that of its officers, employees or agents.‌

By Issuer. The Issuer shall, upon the presentation of duly documented evidence, indemnify each Agent, on an after tax basis, against any loss, liability, cost, claim, action, demand or expense (including, but not limited to, all costs, charges and expenses properly incurred in disputing or defending any of the foregoing) ("Liabilities") that such Agent may properly incur or that may be made against it arising out of or in relation to or in connection with its appointment or the exercise of its functions hereunder, except such as may result from a material breach by such Agents of this Agreement or its own negligence, fraud, bad faith, wilful misconduct or default or that of its officers, employees or agents.

By Issuer. Each Issuer shall indemnify each Agent, their directors, officers and employees against any loss, liability, cost, claim, action, demand or expense (including, but not limited to, all reasonable costs, charges and expenses paid or incurred in disputing or defending any of the foregoing) that it may incur or that may be made against any of them arising out of or in relation to or in connection with its appointment or the exercise of its functions, including due to a failure by any Agent to receive or transmit any data via any non-secure method of transmission or communication, such as, without limitation, facsimile or email, except such as may result from its own negligence, fraud or wilful default or that of its officers, employees or controlling persons or any of them.

By Issuer. The Issuer shall indemnify each Agent for an amount equal to any loss, liability, cost, claim, action, demand, tax (including stamp duty but, for the avoidance of doubt, excluding any taxes on income or profit) or expense (including, but not limited to, all reasonable costs, charges and expenses paid or incurred in disputing or defending any of the foregoing) that such Agent or any of its directors, officers, employees, agents and controlling persons may incur arising out of or in relation to or in connection with its appointment or the exercise of its functions, except such as may result from its own wilful default, gross negligence or fraud or that of its directors, officers, employees, agents or controlling persons.

By Issuer. Upon the occurrence and during the continuance of a breach by Issuer of any of its agreements, representations, warranties or covenants set forth herein (each a “Issuer Event of Default”), then Distributor shall have the right to terminate this Agreement and to seek any and all remedies available at law and in equity. Notwithstanding the foregoing, Distributor shall not have the right to withhold and reserve from any monies whatsoever payable to Issuer or its designee hereunder, other than amounts relating to any Issuer Obligations.

By Issuer. The Issuer, failing whom, the Guarantor, will indemnify the Agent against any actual direct loss, liability, cost, claim, action, demand or expense (including, but not limited to, all costs, charges and expenses paid or incurred in disputing or defending any of the foregoing) which it may incur or which may be made against it arising out of or in relation to or in connection with its appointment or the exercise of its functions, except such as may result from a material breach by it of this Agreement or its wilful default, negligence or bad faith or that of its officers or employees.