Common use of Indemnity and Expenses Clause in Contracts

Indemnity and Expenses. (a) Each Grantor agrees, jointly and severally, to defend, protect, indemnify and hold the Collateral Agent and each of the Buyers, jointly and severally, harmless from and against any and all claims, damages, losses, liabilities, obligations, penalties, fees, costs and expenses (including, without limitation, reasonable legal fees, costs, expenses, and disbursements of such Person’s counsel) to the extent that they arise out of or otherwise result from this Agreement (including, without limitation, enforcement of this Agreement), except claims, losses or liabilities resulting solely and directly from such Person’s gross negligence or willful misconduct, as determined by a final judgment of a court of competent jurisdiction.

Appears in 12 contracts

Samples: Securities Purchase Agreement (Broadvision Inc), Security Agreement (Global Employment Holdings, Inc.), Pledge and Security Agreement (Modtech Holdings Inc)

AutoNDA by SimpleDocs

Indemnity and Expenses. (a) Each Grantor agrees, jointly and severally, to defend, protect, indemnify and hold the Collateral Agent and each of the Buyers, jointly and severally, harmless from and against any and all claims, damages, losses, liabilities, obligations, penalties, fees, costs and expenses (including, without limitation, reasonable legal fees, costs, expenses, and disbursements of such Person’s counsel) to the extent that they arise out of or otherwise result from this Agreement (including, without limitation, enforcement of this Agreement), except claims, losses or liabilities to the extent resulting solely and directly from such Person’s gross negligence or willful misconduct, as determined by a final judgment of a court of competent jurisdiction.

Appears in 12 contracts

Samples: Securities Purchase Agreement (Global Earth Energy, Inc.), Security Agreement (Stinger Systems, Inc), Security and Pledge Agreement (Worlds Online Inc.)

Indemnity and Expenses. (a) Each Grantor agrees, jointly and severally, to defend, protect, indemnify and hold the Collateral Agent and each of the Buyers, jointly and severally, harmless from and against any and all claims, damages, losses, liabilities, obligations, penalties, fees, costs and expenses (including, without limitation, reasonable legal fees, costs, expenses, and disbursements of such Person’s 's counsel) to the extent that they arise out of or otherwise result from this Agreement (including, without limitation, enforcement of this Agreement), except claims, losses or liabilities resulting solely and directly from such Person’s 's gross negligence or willful misconduct, as determined by a final judgment of a court of competent jurisdiction.

Appears in 11 contracts

Samples: Pledge and Security Agreement (Ener-Core Inc.), Security Agreement (Nesco Industries Inc), Security Agreement (Uni-Pixel)

Indemnity and Expenses. (a) Each Grantor agrees, jointly and severally, to defend, protect, indemnify and hold the Collateral Agent and each of the Buyers, jointly and severally, harmless from and against any and all claims, damages, losses, liabilities, obligations, penalties, fees, costs and expenses (including, without limitation, reasonable legal fees, costs, expenses, and disbursements of such Person’s 's counsel) to the extent that they arise out of or otherwise result from this Agreement (including, without limitation, enforcement of this Agreement), except claims, losses or liabilities to the extent resulting solely and directly from such Person’s 's gross negligence or willful misconduct, as determined by a final judgment of a court of competent jurisdiction.

Appears in 10 contracts

Samples: Security Agreement (Alpha Energy Inc), Security Agreement (RxElite, Inc.), Security Agreement (Wentworth Energy, Inc.)

Indemnity and Expenses. (a) Each Grantor agrees, jointly and severally, to defend, protect, indemnify and hold the Collateral Agent and each of the BuyersBuyer, jointly and severally, harmless from and against any and all claims, damages, losses, liabilities, obligations, penalties, fees, costs and expenses (including, without limitation, reasonable legal fees, costs, expenses, and disbursements of such Person’s 's counsel) to the extent that they arise out of or otherwise result from this Agreement (including, without limitation, enforcement of this Agreement), except claims, losses or liabilities resulting solely and directly from such Person’s 's gross negligence or willful misconduct, as determined by a final judgment of a court of competent jurisdiction.

Appears in 4 contracts

Samples: Security Agreement (MFC Development Corp), Security Agreement (Pure Vanilla Exchange Inc), Security Agreement (Driftwood Ventures, Inc.)

Indemnity and Expenses. (a) Each Grantor agrees, jointly and severally, to defend, protect, indemnify and hold the Collateral Agent and each of the BuyersHolders, jointly and severally, harmless from and against any and all claims, damages, losses, liabilities, obligations, penalties, fees, costs and expenses (including, without limitation, reasonable legal fees, costs, expenses, and disbursements of such Person’s 's counsel) to the extent that they arise out of or otherwise result from this Agreement (including, without limitation, enforcement of this Agreement), except claims, losses or liabilities resulting solely and directly from such Person’s 's gross negligence or willful misconduct, as determined by a final judgment of a court of competent jurisdiction.

Appears in 3 contracts

Samples: Pledge and Security Agreement (Great Basin Scientific, Inc.), Pledge and Security Agreement (Earth Biofuels Inc), Pledge and Security Agreement (Earth Biofuels Inc)

Indemnity and Expenses. (a) Each Grantor agrees, jointly and severally, to defend, protect, indemnify and hold the Collateral Agent and each of the BuyersHolders, jointly and severally, harmless from and against any and all claims, damages, losses, liabilities, obligations, penalties, fees, costs and expenses (including, without limitation, reasonable legal fees, costs, expenses, and disbursements of such Person’s counsel) to the extent that they arise out of or otherwise result from this Agreement (including, without limitation, enforcement of this Agreement), except claims, losses or liabilities to the extent resulting solely and directly from such Person’s gross negligence or willful misconduct, as determined by a final judgment of a court of competent jurisdiction.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Charys Holding Co Inc), Security Agreement (Charys Holding Co Inc)

Indemnity and Expenses. (a) Each Grantor agrees, jointly and severally, to defend, protect, indemnify and hold the Collateral Agent and each of the BuyersNoteholders, jointly and severally, harmless from and against any and all claims, damages, losses, liabilities, obligations, penalties, fees, costs and expenses (including, without limitation, reasonable legal fees, costs, expenses, and disbursements of such Person’s counsel) to the extent that they arise out of or otherwise result from this Agreement (including, without limitation, enforcement of this Agreement), except claims, losses or liabilities to the extent resulting solely and directly from such Person’s gross negligence or willful misconduct, as determined by a final judgment of a court of competent jurisdiction.

Appears in 2 contracts

Samples: Security and Pledge Agreement (Ascent Solar Technologies, Inc.), Security and Pledge Agreement (Ascent Solar Technologies, Inc.)

Indemnity and Expenses. (a) Each The Grantor agrees, jointly and severally, to defend, protect, indemnify and hold the Collateral Agent and each of the Buyers, jointly and severally, harmless from and against any and all claims, damages, losses, liabilities, obligations, penalties, fees, costs and expenses (including, without limitation, reasonable legal fees, costs, expenses, and disbursements of such Person’s counsel) to the extent that they arise out of or otherwise result from this Agreement (including, without limitation, enforcement of this Agreement), except claims, losses or liabilities to the extent resulting solely and directly from such Person’s gross negligence or willful misconduct, as determined by a final judgment of a court of competent jurisdiction.

Appears in 2 contracts

Samples: Security Agreement (Applied Dna Sciences Inc), Security Agreement (Applied Dna Sciences Inc)

Indemnity and Expenses. (a) Each Grantor agrees, jointly and severally, to defend, protect, indemnify and hold the Collateral Agent and each of the BuyersHolders, jointly and severally, harmless from and against any and all claims, damages, losses, liabilities, obligations, penalties, fees, costs and expenses (including, without limitation, reasonable legal fees, costs, expenses, and disbursements of such Person’s counsel) to the extent that they arise out of or otherwise result from this Agreement (including, without limitation, enforcement of this Agreement), except claims, losses or liabilities resulting solely and directly from such Person’s gross negligence or willful misconduct, as determined by a final judgment of a court of competent jurisdiction.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Great Basin Scientific, Inc.), Securities Purchase Agreement (Great Basin Scientific, Inc.)

AutoNDA by SimpleDocs

Indemnity and Expenses. (a) Each Grantor agrees, jointly and severally, to defend, protect, indemnify and hold the Collateral Agent Buyer and each of the BuyersBuyer, jointly and severally, harmless from and against any and all claims, damages, losses, liabilities, obligations, penalties, fees, costs and expenses (including, without limitation, reasonable legal fees, costs, expenses, and disbursements of such Person’s counsel) to the extent that they arise out of or otherwise result from this Agreement (including, without limitation, enforcement of this Agreement), except claims, losses or liabilities resulting solely and directly from such Person’s gross negligence or willful misconduct, as determined by a final judgment of a court of competent jurisdiction.

Appears in 1 contract

Samples: Pledge and Security Agreement (Cheetah Oil & Gas Ltd.)

Indemnity and Expenses. (a) Each Grantor agrees, jointly and severally, to defend, protect, indemnify and hold the Collateral Agent and each of the BuyersPurchasers, jointly and severally, harmless from and against any and all claims, damages, losses, liabilities, obligations, penalties, fees, costs and expenses (including, without limitation, reasonable legal fees, costs, expenses, and disbursements of such Person’s counsel) to the extent that they arise out of or otherwise result from this Agreement (including, without limitation, enforcement of this Agreement), except claims, losses or liabilities to the extent resulting solely and directly from such Person’s gross negligence or willful misconduct, as determined by a final judgment of a court of competent jurisdiction.

Appears in 1 contract

Samples: Security Agreement (Ads in Motion, Inc.)

Indemnity and Expenses. (a) Each Grantor agrees, jointly and severally, to defend, protect, indemnify and hold the Collateral Agent and each of the BuyersBuyer, jointly and severally, harmless from and against any and all claims, damages, losses, liabilities, obligations, penalties, fees, costs and expenses (including, without limitation, reasonable legal fees, costs, expenses, and disbursements of such Person’s Buyer's counsel) to the extent that they arise out of or otherwise result from this Agreement (including, without limitation, enforcement of this Agreement), except claims, losses or liabilities resulting solely and directly from such Person’s the gross negligence or willful misconductmisconduct of buyer or its agents, as determined by a final judgment of a court of competent jurisdiction.

Appears in 1 contract

Samples: Security Agreement (MDwerks, Inc.)

Indemnity and Expenses. (a) Each Grantor agrees, jointly and severally, to defend, protect, indemnify and hold the Collateral Agent and each of the BuyersBuyer, jointly and severally, harmless from and against any and all claims, damages, losses, liabilities, obligations, penalties, fees, costs and expenses (including, without limitation, reasonable legal fees, costs, expenses, and disbursements of such Person’s counsel) to the extent that they arise out of or otherwise result from this Agreement (including, without limitation, enforcement of this Agreement), except claims, losses or liabilities resulting solely and directly primarily from such Person’s gross negligence or willful misconduct, as determined by a final judgment of a court of competent jurisdiction.

Appears in 1 contract

Samples: Security Agreement (Vcampus Corp)

Indemnity and Expenses. (a) Each The Grantor agrees, jointly and severally, agrees to defend, protect, indemnify and hold the Collateral Agent and each of the BuyersPurchasers, jointly and severally, harmless from and against any and all claims, damages, losses, liabilities, obligations, penalties, fees, costs and expenses (including, without limitation, reasonable legal fees, costs, expenses, and disbursements of such Person’s 's counsel) to the extent that they arise out of or otherwise result from this Agreement (including, without limitation, enforcement of this Agreement), except claims, losses or liabilities resulting solely and directly from such Person’s 's gross negligence or willful misconduct, as determined by a final judgment of a court of competent jurisdiction.

Appears in 1 contract

Samples: Security Agreement (Cadence Resources Corp)

Time is Money Join Law Insider Premium to draft better contracts faster.