Indemnification by Lone Pine Clause Samples
The "Indemnification by Lone Pine" clause requires Lone Pine to compensate or protect the other party from losses, damages, or liabilities arising from specific actions or omissions related to the agreement. Typically, this means Lone Pine will cover costs such as legal fees or settlements if the other party is sued or suffers harm due to Lone Pine's conduct, negligence, or breach of contract. The core function of this clause is to allocate risk by ensuring that Lone Pine bears responsibility for certain types of harm, thereby protecting the other party from financial exposure resulting from Lone Pine's actions.
Indemnification by Lone Pine. Except as provided in this Article III, the Lone Pine Group shall indemnify, defend, and hold harmless Forest, each member of the Forest Group and their respective successors and assigns (collectively, the “Forest Indemnitees”), from and against any and all Losses of the Forest Indemnitees relating to, arising out of, or resulting from any of the following (without duplication):
(a) the Lone Pine Liabilities, including the failure of Lone Pine or any other member of the Lone Pine Group or any other Person to pay, perform, or otherwise promptly discharge any Lone Pine Liabilities in accordance with their respective terms, whether prior to or after the Separation Date;
(b) the Lone Pine Business;
(c) any breach by Lone Pine or any member of the Lone Pine Group of this Agreement or any of the Separation Agreements; and
(d) any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, with respect to all information (i) contained in the IPO Registration Statement, any IPO Prospectus, or the Canadian Prospectus (other than the Forest Disclosure Portions), (ii) contained in any public filings made by Lone Pine with the Commission or the Canadian Authorities following the IPO Closing Date, and (iii) provided by Lone Pine to Forest specifically for inclusion in Forest’s annual or quarterly reports following the IPO Closing Date.
Indemnification by Lone Pine. Lone Pine agrees to indemnify and hold harmless (a) Forest and any underwriter (as determined in the Securities Act) for Forest, (b) each Person, if any, who controls (within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act) any of the foregoing (a "Controlling Person"), and (c) the respective officers, directors, partners, members, employees, representatives, and agents of any such Person or any Controlling Person (any Person referred to in clause (a), (b), or (c) may hereinafter be referred to as a "Purchaser Indemnitee") from and against any and all losses, claims, damages, judgments, actions, reasonable out-of-pocket expenses, and other liabilities, including, as incurred, reimbursement of all reasonable costs of investigating, preparing, pursuing, or defending any claim or action, or any investigation or proceeding by any governmental agency or body, commenced or threatened, including the reasonable fees and expenses of outside counsel to any Purchaser Indemnitee, joint or several (the "Liabilities"), directly or indirectly related to, based upon, arising out of, or in connection with any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus (preliminary, amended, supplemented, or final), Issuer Free Writing Prospectus (as amended or supplemented), Canadian Prospectus (preliminary, amended, supplemented or final) or any other document prepared by Lone Pine used to sell the Registrable Shares, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus or a Canadian Prospectus, in light of the circumstances under which they were made), not misleading, except insofar as such Liabilities arise out of or are based upon (i) any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with information relating to any Purchaser Indemnitee furnished to Lone Pine or any underwriter in writing by such Purchaser Indemnitee expressly for use therein, (ii) any untrue statement or omission contained in a preliminary Prospectus if such untrue statement is cured by delivery to Forest of an amended preliminary Prospectus or a Free Writing Prospectus prior to pricing of the sale of securities, if an Underwritten Offering, or the effectiveness of the Mandatory Registration Statement to which the preliminary Prosp...