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 Noteholders 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 to the extent resulting from such Person’s gross negligence or willful misconduct, as determined by a final judgment of a court of competent jurisdiction no longer subject to appeal.

Appears in 39 contracts

Samples: Guaranty and Security Agreement (Smith Micro Software, Inc.), Security and Pledge Agreement (Boston Therapeutics, Inc.), Security and Pledge Agreement (CVSL Inc.)

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Indemnity and Expenses. (a) Each Grantor agrees, jointly and severally, to defend, protect, indemnify and hold the Collateral Agent and each of the Noteholders Buyer 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 to the extent 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 no longer subject to appealjurisdiction.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Vringo Inc), Pledge and Security Agreement (Vringo Inc)

Indemnity and Expenses. (a) Each Grantor agrees, jointly and severally, to defend, protect, indemnify and hold the Collateral Agent Secured Parties and each of the Noteholders any Receiver 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 to the extent resulting from caused by such Person’s own gross negligence or willful misconduct, as determined by a final judgment of a court of competent jurisdiction no longer subject to appealjurisdiction.

Appears in 2 contracts

Samples: Security Agreement (Gsi Group Inc), Security Agreement (Gsi Group Inc)

Indemnity and Expenses. (a) Each Grantor agrees, jointly and severally, to defend, protect, indemnify and hold the Collateral Agent and each of the Noteholders 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 to the extent resulting from such Person’s gross negligence or willful misconduct, as determined by a final judgment of a court of competent jurisdiction no longer subject to appeal.

Appears in 2 contracts

Samples: Security and Pledge Agreement (Icagen, Inc.), Intellectual Property Security Agreement (Icagen, Inc.)

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 Noteholders Buyers 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 to the extent 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 no longer subject to appealjurisdiction.

Appears in 1 contract

Samples: Security Agreement (Histogenics Corp)

Indemnity and Expenses. (a) Each Grantor agrees, jointly and severally, to defend, protect, indemnify and hold the Collateral Agent and each of the Noteholders Secured Parties 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 to the extent resulting from such Person’s gross negligence or willful misconduct, as determined by a final judgment of a court of competent jurisdiction no longer subject to appeal.

Appears in 1 contract

Samples: Security and Pledge Agreement (IMAC Holdings, Inc.)

Indemnity and Expenses. (a) Each Grantor agrees, jointly and severally, severally agrees to defend, protect, indemnify and hold the Collateral Agent and each of the Noteholders harmless from and against any and all claims, damages, losses, liabilities, obligations, penalties, and reasonable fees, costs and expenses (including, without limitation, reasonable legal fees, costs, expenses, and disbursements of such Person’s Agent's counsel) to the extent that they arise out of or otherwise result from this Agreement (including, without limitation, enforcement of this Agreement), except to claims, losses or liabilities resulting solely and directly from the extent resulting from such Person’s Agent's gross negligence or willful misconduct, as determined by a final judgment of a court of competent jurisdiction no longer subject to appealjurisdiction.

Appears in 1 contract

Samples: Guarantor Security Agreement (Iron Age 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 Noteholders 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 Collateral Agent's counsel) to the extent that they arise out of or otherwise result from this Agreement (including, without limitation, enforcement of this Agreement), except to claims, losses or liabilities resulting solely and directly from the extent resulting from such Person’s Collateral Agent's gross negligence or willful misconduct, as determined by a final judgment of a court of competent jurisdiction no longer subject to appealjurisdiction.

Appears in 1 contract

Samples: Security Agreement (Commtouch Software LTD)

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Indemnity and Expenses. (a) Each Grantor agrees, jointly and severally, to defend, protect, indemnify and hold the Collateral Agent Lender, jointly and each of the Noteholders 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 to the extent resulting from such Person’s gross negligence or willful misconduct, as determined by a final judgment of a court of competent jurisdiction no longer subject to appealjurisdiction.

Appears in 1 contract

Samples: Intellectual Property Security Agreement (Digital Domain Media Group, Inc.)

Indemnity and Expenses. (a) Each Grantor agrees, jointly and severally, severally agrees to defend, protect, indemnify and hold the Collateral Agent and each of the Noteholders Indemnitee 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, costs and disbursements expenses 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); provided, except however, that the Grantors shall not have any obligation under this Section 8(a) to the extent resulting from any Indemnitee caused by such Person’s gross negligence or willful misconduct, as determined by a final judgment of a court of competent jurisdiction no longer subject to appealjurisdiction.

Appears in 1 contract

Samples: Security Agreement (Cenuco Inc)

Indemnity and Expenses. (a) Each Grantor agrees, jointly and severally, to defend, protect, indemnify and hold the Collateral Agent and each of the Noteholders 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 to the extent resulting from such Person’s gross negligence or willful misconduct, as determined by a final judgment of a court of competent jurisdiction no longer subject to appeal.

Appears in 1 contract

Samples: Security and Pledge Agreement (Helios & Matheson Analytics Inc.)

Indemnity and Expenses. (a) Each Grantor agrees, jointly and severally, severally agrees to defend, protect, indemnify and hold the Collateral Agent and each of the Noteholders harmless from and against any and all claims, damages, losses, liabilities, obligations, penalties, reasonable fees, costs and expenses (including, without limitation, reasonable legal fees, costs, expenses, and disbursements of such Person’s Agent's counsel) to the extent that they arise out of or otherwise result from this Agreement (including, without limitation, enforcement of this Agreement), except to claims, losses or liabilities resulting solely and directly from the extent resulting from such Person’s Agent's gross negligence or willful misconduct, as determined by a final judgment of a court of competent jurisdiction no longer subject to appealjurisdiction.

Appears in 1 contract

Samples: Security Agreement (North Atlantic Holding Company, Inc.)

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 Noteholders 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 to the extent resulting from such Person’s gross negligence or willful misconduct, as determined by a final judgment of a court of competent jurisdiction no longer subject to appealjurisdiction.

Appears in 1 contract

Samples: Security Agreement (Us Dataworks Inc)

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