Company to Indemnify Sample Clauses

Company to Indemnify. The Company shall indemnify and hold harmless the Managing Agent from all claims, loss, damage, liability, judgments or settlements including reasonable costs, expenses, and attorneys’ fees, arising out of the relationships of the parties under this Agreement and caused by the Company’s failure to comply with the terms of this Agreement, or Company’s bad faith, willful misfeasance or gross negligence. The Company shall be liable for and shall pay or reimburse the Managing Agent (within 30 days for any payment made by the Managing Agent) for all expenses or damages suffered by the Managing Agent as a result of the Company’s alleged failure to comply with any applicable insurance regulatory laws.

Company to Indemnify. Provided that the Independent Contractor has not breached section 5.2 of this Agreement, the Company shall indemnify and save harmless the Independent Contractor for any demonstrated losses, damages, costs or other amounts, including, without limitation, reasonable legal fees, suffered or incurred by the Independent Contractor arising out of third party claims relating to the presence or activities of the Independent Contractor and/or its representatives in performing the Services to the extent that such losses, damages, costs or other amounts are caused by the gross negligence, wilful misconduct or fraud on the part of the Company.

Company to Indemnify. (a) Subject to clause 12.3, the Company indemnifies, and undertakes to keep indemnified, the Lead Manager and its related bodies corporate (within the meaning of the Corporations Act) and their respective directors, officers, employees and advisers (as the case may be) (Indemnified) against all Liabilities that any of the Indemnified may sustain or incur as a result of the appointment of the Lead Manger pursuant to this agreement, whether directly or indirectly, including (without limitation) as a result of: (i) a representation or warranty given under clause 9 being untrue; (ii) the Company breaching this agreement or failing to perform or observe any of its obligations under this agreement; (iii) a Claim brought by a third party against the Lead Manager in relation to the Offer, Prospectus or other Disclosure Document; (iv) the application for or issue of the Offer Securities; (v) any statement in the Disclosure Documents being misleading or deceptive (including by omission); (vi) any announcement, advertising, publicity or other promotion made or distributed by the Company or any Indemnified (or on behalf of an Indemnified) with the prior consent of the Company including as to the content of any such announcement, advertising, publicity or promotion in relation to the Prospectus or the Offer; or (vii) any investigations, enquiries, legal proceedings or review of the Prospectus or Offer undertaken by ASIC, ASX or any other Governmental Agency. Each of the paragraphs in this clause 12.2(a) will be construed independently and no paragraph will be limited by implication arising from any other paragraph. (b) The indemnity in clause 12.2(a) is given to the Lead Manager on behalf of itself and the Indemnified, and may be enforced by an Indemnified directly or on that Indemnified’s behalf by the Lead Manager. (c) It is not necessary for an Indemnified to incur expense or make payment before enforcing a right of indemnity under this agreement. (d) Without limiting any other provision of this clause 12, the Company shall pay to an Indemnified any amount payable by the Company to the Indemnified under this clause 12 promptly upon request for payment by the Indemnified (or the Lead Manger on behalf of the Indemnified).

Company to Indemnify. The Company agrees to indemnify and save the Consultant harmless of and from any liability, obligation, cost, expenses, damage or loss whatsoever arising out of, under, or pursuant to all claims, demands, suits, causes of action, proceedings, judgments, costs and expenses or other liabilities of any kind whatsoever in respect of this Agreement and the performance by the Consultant of its obligations hereunder, including reasonable legal fees and disbursements.

Company to Indemnify. The Company agrees to indemnify and hold harmless the Agent and each Bank for full amount of (a) Taxes, (b) Other Taxes, and (c) Further Taxes in the amount that the Agent or such Bank specifies as necessary to preserve the after-tax yield it would have received if such Taxes, Other Taxes or Further Taxes had not been imposed, and any liability (including penalties, interest, additions to tax and expenses) arising therefrom or with respect thereto, whether or not such Taxes, Other Taxes or Further Taxes were correctly or legally asserted. Payment under this indemnification shall be made within 30 days after the date the Agent or the affected Bank makes written demand therefor.

Company to Indemnify. Subject to the limitations in this Article 6, the Company, agrees to indemnify and hold harmless the Purchaser and its directors, officers, employees and agents from and against all claims, losses, liabilities and expenses, including reasonable counsel fees and expenses (collectively referred to as “Losses”) which may be suffered or incurred by any of them as a result of a breach of (a) any representation or warranty of the Company contained in this Agreement or (b) any covenant of the Company contained in this Agreement.