By Issuer. The Issuer shall indemnify each Agent against any loss, liability, cost, claim, action, demand or expense (including, but not limited to, all reasonable costs, charges and expenses paid or incurred in disputing or defending any of the foregoing) that it may incur or that may be made against it arising out of or in relation to or in connection with its appointment or the exercise of its functions, except such as may result from a breach by it of this Agreement or its own negligence, bad faith or wilful default or that of its officers, employees or agents.
By Issuer. (1) Resolution of the Board of Directors authorizing the issuance of certificates for the number of shares to be delivered to Shareholders pursuant to Schedule 6(i)(1).
By Issuer. (1) Resolution of the Board of Directors authorizing the issuance of certificates for the number of shares to be delivered to Shareholders and a resolution approving the transaction.
By Issuer. At any time during the Warrant Term, Issuer may redeem then then-outstanding portion of the Warrant, in whole but not in part, by written notice to Holder (a “Call Notice”). Upon receiving a Call Notice or the expiration of the Warrant Term, as the case may be, Holder promptly shall tender to Issuer the original of this Warrant Agreement. Within 15 days after the date on which Issuer actually receives the original Warrant Agreement at its address for notice specified in Section 11.01 hereof, Issuer shall repurchase the Warrant from Holder for an amount equal to 110% of the then-current Purchase Price of the Warrant, payable in cash or collected funds (the “Redemption Price”).
By Issuer. The Issuer will indemnify each Agent, on an after tax basis, against any fee loss, liability, cost, claim, action, demand or expense (including, but not limited to, all costs, charges and expenses paid or incurred in disputing or defending any of the foregoing) which it may properly incur or which may be made against it arising out of or in relation to or in connection with its appointment or the exercise of its functions, except such as may result from its wilful default, gross negligence or fraud or that of its directors, officers, or employees.
By Issuer. (i) Board of Directors Minutes authorizing the issuance of shares of the ISSUER to be issued pursuant to this Agreement in accordance with Schedule A attached hereto and incorporated herein by reference. :
By Issuer. Upon the occurrence and during the continuance of a breach by Issuer of any of its agreements, representations, warranties or covenants set forth herein (each a “Issuer Event of Default”), then Distributor shall have the right to terminate this Agreement and to seek any and all remedies available at law and in equity. Notwithstanding the foregoing, Distributor shall not have the right to withhold and reserve from any monies whatsoever payable to Issuer or its designee hereunder, other than amounts relating to any Issuer Obligations.
By Issuer. The Issuer will indemnify each Agent against any loss, liability, cost, claim, action, demand or expense (including, but not limited to, all reasonable costs, charges and expenses paid or incurred in disputing or defending any of the foregoing) which it may incur or which may be made against it arising out of or in relation to or in connection with its appointment or the exercise of its functions hereunder, except such as may result from a breach by it of this Agreement or its wilful default, negligence or bad faith or that of its officers or employees. If any action, claim or demand shall be brought or asserted against any of the Agents in respect of which indemnity may be sought from the Issuer as herein provided, such Agent shall promptly notify the Issuer in writing, and the Issuer shall have the option to assume the defence thereof, including the employment of lawyers (who shall be lawyers to whom such Agent shall have no reasonable objection) and the payment of all expenses. Such Agent shall have the right to employ separate lawyers in any such action and participate in the defence thereof, but the fees and expenses of such lawyers shall be at the expense of such Agent unless the Issuer has failed to assume such defence and has failed to employ lawyers for such -------------------------------------------------------------------------------- A01019439/1.0/18 Sep 2001 purposes as promptly as practicable after such Agent's request in writing to do so. The Issuer shall not be liable to indemnify any of the Agents for the settlement of such action effected without the Issuer's prior written consent.
By Issuer. Each Issuer shall indemnify each Agent, their directors, officers and employees against any loss, liability, cost, claim, action, demand or expense (including, but not limited to, all reasonable costs, charges and expenses paid or incurred in disputing or defending any of the foregoing) that it may incur or that may be made against any of them arising out of or in relation to or in connection with its appointment or the exercise of its functions, including due to a failure by any Agent to receive or transmit any data via any non-secure method of transmission or communication, such as, without limitation, facsimile or email, except such as may result from its own negligence, fraud or wilful default or that of its officers, employees or controlling persons or any of them.
By Issuer. The Issuer shall indemnify each Agent against any loss, liability, cost, claim, action, demand or expense (including, but not limited to, all reasonable and appropriately documented costs, charges and expenses paid or incurred in disputing or defending any of the foregoing) that it may incur or that may be made against it as a direct result of or in connection with its appointment or the exercise of its functions as Agent under this Agreement, except such as may result from such Agent's own gross negligence, bad faith or wilful default or that of its officers or employees. Under no circumstances will the Issuer be liable to any Agent or any other party to this Agreement for any consequential loss or damage (including but not limited to, loss of business, goodwill, opportunity or profit), even if advised of the possibility of such loss or damage.
