Indemnification Provisions Clause Samples

Indemnification Provisions. In connection with the engagement of Maxim Group LLC (the “Placement Agent”) by Top Ships, Inc. (the “Company”) pursuant to a placement agency agreement dated as of the date hereof, between the Company and the Placement Agent, as it may be amended from time to time in writing (the “Agreement”), the Company hereby agrees as follows:

Indemnification Provisions. Capitalized terms used in this Addendum shall have the meanings ascribed to such terms in the Agreement to which this Addendum is attached:

Indemnification Provisions. In connection with the engagement of Univest Securities, LLC (“Univest” or the “Lead Manager”) or together with other broker dealers registered with FINRA and caused by Univest to also act as a manager in connection with the Placements of the Securities (the “Lead Managers”) to be issued by GD Culture Group Limited (the “Company”) pursuant to the Placement Agency Agreement, dated November 1, 2023, by and between the Company and the Lead Manager(s), as it may be amended from time to time in writing (the “Agreement”), the Company hereby agrees as follows (capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Agreement):

Indemnification Provisions. (A) To the extent permitted by law, the Company will indemnify ▇▇▇▇▇▇ and its affiliates, stockholders, directors, officers, employees and controlling persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) against all losses, claims, damages, expenses and liabilities, as the same are incurred (including the reasonable fees and expenses of counsel), relating to or arising out of its activities hereunder or pursuant to this Agreement, except to the extent that any losses, claims, damages, expenses or liabilities (or actions in respect thereof) are found in a final judgment (not subject to appeal) by a court of law to have resulted primarily and directly from ▇▇▇▇▇▇’▇ willful misconduct or gross negligence in performing the services described herein. (B) Promptly after receipt by ▇▇▇▇▇▇ of notice of any claim or the commencement of any action or proceeding with respect to which ▇▇▇▇▇▇ is entitled to indemnity hereunder, ▇▇▇▇▇▇ will notify the Company in writing of such claim or of the commencement of such action or proceeding, but failure to so notify the Company shall not relieve the Company from any obligation it may have hereunder, except and only to the extent such failure results in the forfeiture by the Company of substantial rights and defenses. If the Company so elects or is requested by ▇▇▇▇▇▇, the Company will assume the defense of such action or proceeding and will employ counsel reasonably satisfactory to ▇▇▇▇▇▇ and will pay the fees and expenses of such counsel. Notwithstanding the preceding sentence, ▇▇▇▇▇▇ will be entitled to employ counsel separate from counsel for the Company and from any other party in such action if counsel for ▇▇▇▇▇▇ reasonably determines that it would be inappropriate under the applicable rules of professional responsibility for the same counsel to represent both the Company and ▇▇▇▇▇▇. In such event, the reasonable fees and disbursements of no more than one such separate counsel will be paid by the Company in addition to local counsel. The Company will have the exclusive right to settle the claim or proceeding provided that the Company will not settle any such claim, action or proceeding without the prior written consent of ▇▇▇▇▇▇, which will not be unreasonably withheld. (C) The Company agrees to notify ▇▇▇▇▇▇ promptly of the assertion against it or any other person of any claim or the commencement of any action or proceeding relating to a transaction contemplated by this Agre...

Indemnification Provisions. Capitalized terms used in this Exhibit shall have the meanings ascribed to such terms in the Agreement to which this Exhibit is attached.

Indemnification Provisions. In connection with the engagement of Palladium by the Company pursuant to the Agreement, the Company hereby agrees as follows:

Indemnification Provisions. SUBRECIPIENT agrees to indemnify, defend with counsel approved in writing by COUNTY, and hold COUNTY, the State of California, and the Orange County Development Board, their elected and appointed officials, officers, employees, agents and those special districts and agencies which COUNTY’s Board of Supervisors acts as the governing Board (“COUNTY INDEMNITEES”) harmless from any claims, demands or liability of any kind or nature, including but not limited to personal injury or property damage, arising from or related to the services, products or other performance provided by SUBRECIPIENT pursuant to this CONTRACT. If judgment is entered against SUBRECIPIENT and COUNTY by a court of competent jurisdiction because of the concurrent active negligence of COUNTY or COUNTY INDEMNITEES, SUBRECIPIENT and COUNTY agree that liability will be apportioned as determined by the court. Neither PARTY shall request a jury apportionment.

Indemnification Provisions. CONTRACTOR agrees to indemnify, defend with counsel approved in writing by COUNTY, and hold COUNTY, its elected and appointed officials, officers, employees, agents and those special districts and agencies which COUNTY’S Board of Supervisors acts as the governing Board (“COUNTY INDEMNITEES”) harmless from any claims, demands or liability of any kind or nature, including but not limited to personal injury or property damage, arising from or related to the services, products or other performance provided by CONTRACTOR pursuant to this CONTRACT. If judgment is entered against CONTRACTOR and COUNTY by a court of competent jurisdiction because of the concurrent active negligence of COUNTY or COUNTY INDEMNITEES, CONTRACTOR and COUNTY agree that liability will be apportioned as determined by the court. Neither party shall request a jury apportionment.

Indemnification Provisions. In connection with the engagement of Ladenburg ▇▇▇▇▇▇▇▇ & Co. Inc. (“Ladenburg”) by DARA BioSciences, Inc. (the “Company”) pursuant to a letter agreement dated October 7, 2013, between the Company and Ladenburg, as it may be amended from time to time in writing (the “Agreement”), the Company hereby agrees as follows: