Common use of General Indemnity Clause in Contracts

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

Sources: Common Stock Purchase Agreement (VisualMED Clinical Solutions Corp.), Note and Warrant Purchase Agreement (Silver Star Energy Inc), Note and Warrant Purchase Agreement (Manaris 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' 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

Sources: Share Purchase Agreement (Corel Corp), Common Stock Purchase Agreement (Famous Fixins Inc), Stock Purchase Agreement (Calypte Biomedical 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.

Appears in 20 contracts

Sources: Common Stock Purchase Agreement (Tiger Ethanol International Inc.), Note and Warrant Purchase Agreement (Interlink Global Corp), Series D Convertible Preferred Stock Purchase Agreement (World Racing Group, Inc.)

General Indemnity. (a) 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 material inaccuracy in or breach of the representations, warranties or covenants made by the Company herein. Each . (b) 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 material 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 7.1(b) 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 the Shares.

Appears in 9 contracts

Sources: Common Stock Purchase Agreement (Calypte Biomedical Corp), Common Stock Purchase Agreement (Data Race Inc), Common Stock Purchase Agreement (Network Commerce 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 8 contracts

Sources: Convertible Preferred Stock Purchase Agreement (Home Solutions of America Inc), Convertible Preferred Stock Purchase Agreement (Home Solutions of America Inc), Series a Convertible Preferred Stock Purchase Agreement (Cyberlux Corp)

General Indemnity. The Company agrees to indemnify and hold harmless the Purchasers (and their respective directors, officers, managers, partners, members, shareholders, 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 a 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. In no event shall any “Indemnified Party” (as defined below) be entitled to recover consequential or punitive damages resulting from a breach or violation of this Agreement.

Appears in 8 contracts

Sources: Common Stock Purchase Agreement (Taronis Fuels, Inc.), Common Stock Purchase Agreement (Taronis Fuels, Inc.), Securities Purchase Agreement (MetaStat, Inc.)

General Indemnity. (a) 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 . (b) 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 material 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 7.1(b) 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 the Shares.

Appears in 7 contracts

Sources: Common Stock Purchase Agreement (Cel Sci Corp), Common Stock Purchase Agreement (Artificial Life Inc), Common Stock Purchase Agreement (Open Market 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

Sources: Note and Warrant Purchase Agreement (Efoodsafety Com Inc), Note and Warrant Purchase Agreement (P Com Inc), Note and Warrant Purchase Agreement (Communication Intelligence Corp)

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

Sources: Convertible Preferred Stock Purchase Agreement (Urigen Pharmaceuticals, Inc.), Series a Convertible Preferred Stock Purchase Agreement (Ortec International Inc), Series C Convertible Preferred Stock Purchase Agreement (Vycor Medical Inc)

General Indemnity. (a) 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 . (b) 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 material 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 the Shares.

Appears in 2 contracts

Sources: Common Stock Purchase Agreement (Surgilight Inc), Common Stock Purchase Agreement (World Wide Wireless Communications Inc)

General Indemnity. (a) 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 . (b) 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 material 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 7.1(b) for only that amount as does not exceed the portion gross proceeds to the Purchaser as a result of the Purchase Price paid by such Purchaser hereundersale of the Shares.

Appears in 2 contracts

Sources: Common Stock Purchase Agreement (Emagin Corp), Common Stock Purchase Agreement (GTC Telecom Corp)

General Indemnity. (a) 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 . (b) 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 material 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 7.1(b) 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 the Shares.

Appears in 2 contracts

Sources: Common Stock Purchase Agreement (Medizone International Inc), Common Stock Purchase Agreement (Summus Inc Usa)

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

Sources: Common Stock Purchase 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' 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

Sources: Common Stock Purchase Agreement (XL Generation International)

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

Sources: Common Stock Purchase Agreement (Lj International Inc)

General Indemnity. (a) 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 material inaccuracy in or breach of the representations, warranties or covenants made by the Company herein. Each . (b) 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 material 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 7.1(b) for only that amount as does not exceed the portion gross proceeds to the Purchaser as a result of the Purchase Price paid by such Purchaser hereundersale of the Shares.

Appears in 1 contract

Sources: Common Stock Purchase Agreement (Metropolitan Health Networks 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 8 shall not exceed the portion of the Purchase Price paid by such Purchaser hereunder.

Appears in 1 contract

Sources: Series C Convertible Preferred Stock Purchase Agreement (Cytomedix Inc)

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

Sources: Convertible Preferred Stock Purchase Agreement (Wave Systems Corp)

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

Sources: Convertible Preferred Stock and Warrant Securities Purchase Agreement (AzurRx BioPharma, Inc.)

General Indemnity. (a) 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 material inaccuracy in or breach of the representations, warranties or covenants made by the Company herein. Each . (b) 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 material 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 7.1(b) 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 the Shares; provided, however, -------- ------- that this provision shall not limit any rights or claims based on fraudulent or intentional misrepresentation, bad faith or willful misconduct.

Appears in 1 contract

Sources: Common Stock Purchase Agreement (Valicert 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 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

Sources: Purchase Agreement (Homeland Security Capital CORP)

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

Sources: Series a Convertible Preferred Stock Purchase Agreement (Homeland Security Capital CORP)