General Indemnity. The Company agrees to indemnify and hold harmless the Purchasers (and their respective directors, officers, affiliates, agents, successors and assigns) from and against any and all losses, liabilities, deficiencies, costs, damages and expenses (including, without limitation, reasonable attorneys' fees, charges and disbursements) incurred by the Purchasers as a result of any inaccuracy in or breach of the representations, warranties or covenants made by the Company herein. Each Purchaser severally but not jointly agrees to indemnify and hold harmless the Company and its directors, officers, affiliates, agents, successors and assigns from and against any and all losses, liabilities, deficiencies, costs, damages and expenses (including, without limitation, reasonable attorneys' fees, charges and disbursements) incurred by the Company as result of any inaccuracy in or breach of the representations, warranties or covenants made by such Purchaser herein. The maximum aggregate liability of each Purchaser pursuant to its indemnification obligations under this Article VI shall not exceed the portion of the Purchase Price paid by such Purchaser hereunder.
Appears in 23 contracts
Samples: Common Stock Purchase Agreement (VisualMED Clinical Solutions Corp.), Note and Warrant Purchase Agreement (Silver Star Energy Inc), Note and Warrant Purchase Agreement (Remote Dynamics Inc)
General Indemnity. The Company agrees to indemnify and hold harmless the Purchasers Purchaser (and their respective its directors, officers, affiliates, agents, successors and assigns) from and against any and all losses, liabilities, deficiencies, costs, damages and expenses (including, without limitation, reasonable attorneys' attorney's fees, charges and disbursements) incurred by the Purchasers Purchaser as a result of any inaccuracy in or breach of the representations, warranties or covenants made by the Company herein. Each The Purchaser severally but not jointly agrees to indemnify and hold harmless the Company and its directors, officers, affiliates, agents, successors and assigns from and against any and all losses, liabilities, deficiencies, costs, damages and expenses (including, without limitation, reasonable attorneys' attorneys fees, charges and disbursements) incurred by the Company as result of any inaccuracy in or breach of the representations, warranties or covenants made by such the Purchaser herein. The maximum aggregate liability of each Notwithstanding anything to the contrary herein, the Purchaser pursuant to its indemnification obligations shall be liable under this Article VI shall Section 8.1 for only that amount as does not exceed the portion net proceeds to such Purchaser as a result of the Purchase Price paid by such Purchaser hereundersale of Shares pursuant to the Registration Statement.
Appears in 20 contracts
Samples: Share Purchase Agreement (Corel Corp), Common Stock Purchase Agreement (Ives Health Co Inc), Common Stock Purchase Agreement (McGlen Internet Group Inc)
General Indemnity. The Company agrees to indemnify and hold harmless the Purchasers (and their respective directors, officers, affiliates, agents, successors and assigns) from and against any and all losses, liabilities, deficiencies, costs, damages and expenses (including, without limitation, reasonable attorneys' ’ fees, charges and disbursements) incurred by the Purchasers as a result of any inaccuracy in or breach of the representations, warranties or covenants made by the Company herein. Each Purchaser severally but not jointly agrees to indemnify and hold harmless the Company and its directors, officers, affiliates, agents, successors and assigns from and against any and all losses, liabilities, deficiencies, costs, damages and expenses (including, without limitation, reasonable attorneys' ’ fees, charges and disbursements) incurred by the Company as result of any inaccuracy in or breach of the representations, warranties or covenants made by such Purchaser herein. The maximum aggregate liability of each Purchaser pursuant to its indemnification obligations under this Article VI shall not exceed the portion of the Purchase Price paid by such Purchaser hereunder.
Appears in 17 contracts
Samples: Common Stock Purchase Agreement (Tiger Ethanol International Inc.), Note and Warrant Purchase Agreement (Eden Energy Corp), Series D Convertible Preferred Stock Purchase Agreement (World Racing Group, Inc.)
General Indemnity. The Company agrees to indemnify and hold harmless the Purchasers (and their respective directors, officers, affiliates, agents, successors and assigns) from and against any and all losses, liabilities, deficiencies, costs, damages and expenses (including, without limitation, reasonable attorneys' ’ fees, charges and disbursements) incurred by the Purchasers as a result of any inaccuracy in or breach of the representations, warranties or covenants made by the Company herein. Each Purchaser severally but not jointly agrees to indemnify and hold harmless the Company and its directors, officers, affiliates, agents, successors and assigns from and against any and all losses, liabilities, deficiencies, costs, damages and expenses (including, without limitation, reasonable attorneys' ’ fees, charges and disbursements) incurred by the Company as result of any inaccuracy in or breach of the representations, warranties or covenants made by such Purchaser herein. The maximum aggregate liability of each Purchaser pursuant to its indemnification obligations under this Article VI shall not exceed the portion of the Purchase Price paid by such Purchaser hereunder. The maximum aggregate liability of the Company pursuant to its indemnification obligations under this Article VI shall not exceed the aggregate Purchase Price, including any actual moneys paid by the Purchasers for the Warrant Shares.
Appears in 6 contracts
Samples: Note and Warrant Purchase Agreement (Communication Intelligence Corp), Note and Warrant Purchase Agreement (Communication Intelligence Corp), Note and Warrant Purchase Agreement (P Com Inc)
General Indemnity. The Company agrees to indemnify and hold harmless the Purchasers and any finder (and their respective directors, officers, affiliates, agents, successors and assigns) from and against any and all losses, liabilities, deficiencies, costs, damages and expenses (including, without limitation, reasonable attorneys' ’ fees, charges and disbursements) incurred by the Purchasers as a result of any inaccuracy in or breach of the representations, warranties or covenants made by the Company herein. Each Purchaser severally but not jointly agrees to indemnify and hold harmless the Company and its directors, officers, affiliates, agents, successors and assigns from and against any and all losses, liabilities, deficiencies, costs, damages and expenses (including, without limitation, reasonable attorneys' ’ fees, charges and disbursements) incurred by the Company as result of any inaccuracy in or breach of the representations, warranties or covenants made by such Purchaser herein. The maximum aggregate liability of each Purchaser pursuant to its indemnification obligations under this Article VI 8 shall not exceed the portion of the Purchase Price paid by such Purchaser hereunder.
Appears in 4 contracts
Samples: Preferred Stock Purchase Agreement (Urigen Pharmaceuticals, Inc.), Convertible Preferred Stock Purchase Agreement (Ortec International Inc), Convertible Preferred Stock Purchase (Satcon Technology Corp)
General Indemnity. The Company agrees to indemnify and hold harmless the Purchasers Purchaser and any finder (and their respective directors, officers, affiliates, agents, successors and assigns) from and against any and all losses, liabilities, deficiencies, costs, damages and expenses (including, without limitation, reasonable attorneys' fees, charges and disbursements) incurred by the Purchasers Purchaser as a result of any inaccuracy in or breach of the representations, warranties or covenants made by the Company herein. Each The Purchaser severally but not jointly agrees to indemnify and hold harmless the Company and its directors, officers, affiliates, agents, successors and assigns from and against any and all losses, liabilities, deficiencies, costs, damages and expenses (including, without limitation, reasonable attorneys' fees, charges and disbursements) incurred by the Company as result of any inaccuracy in or breach of the representations, warranties or covenants made by such the Purchaser herein. The maximum aggregate liability of each the Purchaser pursuant to its indemnification obligations under this Article VI 8 shall not exceed the portion of the Purchase Price paid by such the Purchaser hereunder.
Appears in 1 contract
Samples: Series H Convertible Preferred Stock Purchase Agreement (Wave Systems Corp)
General Indemnity. The Company agrees to indemnify and hold harmless the Purchasers Purchaser (and their respective its directors, officers, affiliates, agents, successors and assigns) from and against any and all losses, liabilities, deficiencies, costs, damages and expenses (including, without limitation, reasonable attorneys' fees, charges and disbursements) incurred by the Purchasers Purchaser as a result of any inaccuracy in or breach of the representations, warranties or covenants made by the Company herein. Each The Purchaser severally but not jointly agrees to indemnify and hold harmless the Company and its directors, officers, affiliates, agents, successors and assigns from and against any and all losses, liabilities, deficiencies, costs, damages and expenses (including, without limitation, reasonable attorneys' fees, charges and disbursements) incurred by the Company as result of any inaccuracy in or breach of the representations, warranties or covenants made by such the Purchaser herein. The maximum aggregate liability of each the Purchaser pursuant to its indemnification obligations under this Article VI shall not exceed the portion of the Purchase Price paid by such Purchaser hereunder.
Appears in 1 contract
Samples: Common Stock Purchase (XL Generation International)
General Indemnity. The Company agrees to indemnify and hold harmless the Purchasers Purchaser (and their respective its directors, officers, affiliates, agents, successors and assigns) from and against any and all losses, liabilities, deficiencies, costs, damages and expenses (including, without limitation, reasonable attorneys' fees, charges and disbursements) incurred by the Purchasers Purchaser as a result of any inaccuracy in or breach of the representations, warranties or covenants made by the Company herein. Each The Purchaser severally but not jointly agrees to indemnify and hold harmless the Company and its directors, officers, affiliates, agents, successors and assigns from and against any and all losses, liabilities, deficiencies, costs, damages and expenses (including, without limitation, reasonable attorneys' attorneys fees, charges and disbursements) incurred by the Company as result of any inaccuracy in or breach of the representations, warranties or covenants made by such the Purchaser herein. The maximum aggregate liability of each Notwithstanding anything to the contrary herein, the Purchaser pursuant to its indemnification obligations shall be liable under this Article VI shall Section 8.1 for only that amount as does not exceed the portion net proceeds to such Purchaser as a result of the Purchase Price paid by such Purchaser hereundersale of Shares pursuant to the Registration Statement.
Appears in 1 contract
Samples: Stock Purchase Agreement (Advanced Communications Technologies Inc)
General Indemnity. The Company agrees to indemnify and hold harmless the Purchasers Purchaser (and their its respective directors, officers, affiliates, agents, successors and assigns) from and against any and all losses, liabilities, deficiencies, costs, damages and expenses (including, without limitation, reasonable attorneys' fees, charges and disbursements) incurred by the Purchasers Purchaser or any such other persons as a result of any inaccuracy in or breach of the representations, warranties or covenants made by the Company herein. Each The Purchaser severally but not jointly agrees to indemnify and hold harmless the Company and its directors, officers, affiliates, agents, successors and assigns from and against any and all losses, liabilities, deficiencies, costs, damages and expenses (including, without limitation, reasonable attorneys' fees, charges and disbursements) incurred by the Company as result of any inaccuracy in or breach of the representations, warranties or covenants made by such the Purchaser herein. The maximum aggregate liability of each the Purchaser pursuant to its indemnification obligations under this Article VI shall not exceed the portion of the Purchase Price aggregate purchase price paid by such Purchaser hereunder.
Appears in 1 contract
Samples: Convertible Preferred Stock Purchase Agreement (Homeland Security Capital CORP)
General Indemnity. The Company agrees to indemnify and hold harmless the Purchasers (and their respective directors, officers, affiliates, agents, successors and assigns) from and against any and all losses, liabilities, deficiencies, costs, damages and expenses (including, without limitation, reasonable attorneys' ’ fees, charges and disbursements) incurred by the Purchasers as a result of any inaccuracy in or breach of the representations, warranties or covenants made by the Company herein. Each Purchaser severally but not jointly agrees to indemnify and hold harmless the Company and its directors, officers, affiliates, agents, successors and assigns from and against any and all losses, liabilities, deficiencies, costs, damages and expenses (including, without limitation, reasonable attorneys' ’ fees, charges and disbursements) incurred by the Company as result of any inaccuracy in or breach of the representations, warranties or covenants made by such Purchaser herein. The maximum aggregate liability of each Purchaser pursuant to its indemnification obligations under this Article VI shall not exceed the portion of the Purchase Price paid by such Purchaser hereunder.. Note and Warrant Purchase Agreement
Appears in 1 contract
Samples: Note and Warrant Purchase Agreement (Interlink Global Corp)
General Indemnity. The Company agrees to indemnify and hold harmless the Purchasers (and their respective directors, officers, affiliates, agents, successors and assigns) from and against any and all losses, liabilities, deficiencies, costs, damages and expenses (including, without limitation, reasonable attorneys' fees, charges and disbursements) incurred by the Purchasers as a result of any inaccuracy in or breach of the representations, warranties or covenants made by the Company herein. Each Purchaser severally but not jointly agrees to indemnify and hold harmless the Company and its directors, officers, affiliates, agents, successors and assigns from and against any and all losses, liabilities, deficiencies, costs, damages and expenses (including, without limitation, reasonable attorneys' fees, charges and disbursements) incurred by the Company as result of any inaccuracy in or breach of the representations, warranties or covenants made by such Purchaser herein. The maximum aggregate liability of each Purchaser pursuant to its indemnification obligations under this Article VI 8 shall not exceed the portion of the Purchase Price paid by such Purchaser hereunder.
Appears in 1 contract
Samples: Convertible Preferred Stock Purchase (Cytomedix Inc)
General Indemnity. The Company agrees to indemnify and hold harmless the Purchasers Investors (and their respective directors, officers, affiliates, agents, successors and assigns) from and against any and all losses, liabilities, deficiencies, costs, damages and expenses (including, without limitation, reasonable attorneys' ’ fees, charges and disbursements) incurred by the Purchasers Investors as a result of any inaccuracy in or breach of the representations, warranties or covenants made by the Company herein. Each Purchaser Investor severally but not jointly agrees to indemnify and hold harmless the Company and its directors, officers, affiliates, agents, successors and assigns from and against any and all losses, liabilities, deficiencies, costs, damages and expenses (including, without limitation, reasonable attorneys' ’ fees, charges and disbursements) incurred by the Company as result of any inaccuracy in or breach of the representations, warranties or covenants made by such Purchaser Investor herein. The maximum aggregate liability of each Purchaser Investor pursuant to its indemnification obligations under this Article VI Section 9 shall not exceed the portion of the Purchase Price paid by such Purchaser Investor hereunder.
Appears in 1 contract
Samples: Convertible Preferred Stock and Warrant (AzurRx BioPharma, Inc.)
General Indemnity. The Company agrees to indemnify and hold harmless the Purchasers Purchaser (and their respective its directors, officers, affiliates, agents, principals, successors and assigns) from and against any and all losses, liabilities, deficiencies, costs, damages and expenses (including, without limitation, reasonable attorneys' attorney's fees, charges and disbursements) incurred by the Purchasers Purchaser as a result of any inaccuracy in or breach of the representations, warranties or covenants made by the Company herein. Each The Purchaser severally but not jointly agrees to indemnify and hold harmless the Company and its directors, officers, affiliates, agents, successors and assigns from and against any and all losses, liabilities, deficiencies, costs, damages and expenses (including, without limitation, reasonable attorneys' attorneys fees, charges and disbursements) incurred by the Company as result of any inaccuracy in or breach of the representations, warranties or covenants made by such the Purchaser herein. The maximum aggregate liability of each Notwithstanding anything to the contrary herein, the Purchaser pursuant to its indemnification obligations shall be liable under this Article VI shall Section 8.1 for only that amount as does not exceed the portion net proceeds to such Purchaser as a result of the Purchase Price paid by such Purchaser hereundersale of Shares pursuant to the Registration Statement.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Lj International Inc)
General Indemnity. The Company agrees to indemnify and ----------------- hold harmless the Purchasers Purchaser (and their respective its directors, officers, affiliates, agents, successors and assigns) from and against any and all losses, liabilities, deficiencies, costs, damages and expenses (including, without limitation, reasonable attorneys' attorney's fees, charges and disbursements) incurred by the Purchasers Purchaser as a result of any inaccuracy in or breach of the representations, warranties or covenants made by the Company herein. Each The Purchaser severally but not jointly agrees to indemnify and hold harmless the Company and its directors, officers, affiliates, agents, successors and assigns from and against any and all losses, liabilities, deficiencies, costs, damages and expenses (including, without limitation, reasonable attorneys' attorneys fees, charges and disbursements) incurred by the Company as result of any inaccuracy in or breach of the representations, warranties or covenants made by such the Purchaser herein. The maximum aggregate liability of each Notwithstanding anything to the contrary herein, the Purchaser pursuant to its indemnification obligations shall be liable under this Article VI shall Section 8.1 for only that amount as does not exceed the portion net proceeds to such Purchaser as a result of the Purchase Price paid by such Purchaser hereundersale of Shares pursuant to the Registration Statement.
Appears in 1 contract
Samples: Escrow Agreement (Hollis Eden Pharmaceuticals Inc /De/)
General Indemnity. The Company agrees to indemnify and hold harmless the Purchasers Purchaser (and their respective its directors, officers, affiliates, agents, successors and assigns) from and against any and all losses, liabilities, deficiencies, costs, damages and expenses (including, without limitation, reasonable attorneys' attorney's fees, charges and disbursements) incurred by the Purchasers Purchaser as a result of any inaccuracy in or breach of the representations, warranties or covenants made by the Company herein. Each The Purchaser severally but not jointly agrees to indemnify and hold harmless the Company and its directors, officers, affiliates, agents, successors and assigns from and against any and all losses, liabilities, deficiencies, costs, damages and expenses (including, without limitation, reasonable attorneys' attorneys fees, charges and disbursements) incurred by the Company as result of any inaccuracy in or breach of the representations, warranties or covenants made by such the Purchaser herein. The maximum aggregate liability of each Notwithstanding anything to the contrary herein, the Purchaser pursuant to its indemnification obligations shall be liable under this Article VI shall Section 8.1 for only that amount as does not exceed the portion net proceeds to the Purchaser as a result of the Purchase Price paid by such Purchaser hereundersale of Shares pursuant to the Registration Statement.
Appears in 1 contract
General Indemnity. The Company agrees to indemnify and hold harmless the Purchasers (and their respective directors, officers, affiliates, agents, successors and assigns) from and against any and all losses, liabilities, deficiencies, costs, damages and expenses (including, without limitation, reasonable attorneys' ’ fees, charges and disbursements) incurred by the Purchasers as a result of any inaccuracy in or breach of the representations, warranties or covenants made by the Company herein. Each Purchaser severally but not jointly agrees to indemnify and hold harmless the Company and its directors, officers, affiliates, agents, successors and assigns from and against any and all losses, liabilities, deficiencies, costs, damages and expenses (including, without limitation, reasonable attorneys' ’ fees, charges and disbursements) incurred by the Company as result of any inaccuracy in or breach of the representations, warranties or covenants made by such Purchaser herein. The maximum aggregate liability of each Purchaser pursuant to its indemnification obligations under this Article VI shall not exceed the portion of the Purchase Price paid by such Purchaser hereunder.. Page25
Appears in 1 contract
Samples: Note and Warrant Purchase Agreement (Interlink Global Corp)
General Indemnity. The Company agrees to indemnify and hold harmless the Purchasers Lenders (and their respective directors, officers, affiliates, agents, successors and assigns) from and against any and all losses, liabilities, deficiencies, costs, damages and expenses (including, without limitation, reasonable attorneys' fees, charges and disbursements) incurred by the Purchasers Lenders as a result of any inaccuracy in or breach of the representations, warranties or covenants made by the Company herein. Each Purchaser Lender severally but not jointly agrees to indemnify and hold harmless the Company and its directors, officers, affiliates, agents, successors and assigns from and against any and all losses, liabilities, deficiencies, costs, damages and expenses (including, without limitation, reasonable attorneys' fees, charges and disbursements) incurred by the Company as result of any inaccuracy in or breach of the representations, warranties or covenants made by such Purchaser Lender herein. The maximum aggregate liability of each Purchaser Lender pursuant to its indemnification obligations under this Article VI Section 10 shall not exceed the portion of the Purchase Price paid by such Purchaser Lender hereunder.
Appears in 1 contract
General Indemnity. The Company agrees to indemnify and hold harmless the Purchasers Purchaser (and their its respective directors, officers, affiliates, agents, successors and assigns) from and against any and all losses, liabilities, deficiencies, costs, damages and expenses (including, without limitation, reasonable attorneys' ’ fees, charges and disbursements) incurred by the Purchasers Purchaser or any such other persons as a result of any inaccuracy in or breach of the representations, warranties or covenants made by the Company herein. Each The Purchaser severally but not jointly agrees to indemnify and hold harmless the Company and its directors, officers, affiliates, agents, successors and assigns from and against any and all losses, liabilities, deficiencies, costs, damages and expenses (including, without limitation, reasonable attorneys' ’ fees, charges and disbursements) incurred by the Company as result of any inaccuracy in or breach of the representations, warranties or covenants made by such the Purchaser herein. The maximum aggregate liability of each Purchaser either party pursuant to its indemnification obligations under this Article VI shall not exceed the portion of the Purchase Price aggregate purchase price paid by such the Purchaser hereunder.
Appears in 1 contract
Samples: Convertible Preferred Stock Purchase Agreement (Homeland Security Capital CORP)