Reimbursement. If (I) the Investor becomes involved in any capacity in any action, proceeding or investigation brought by any shareholder of the Company, in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction Documents, or if the Investor is impleaded in any such action, proceeding or investigation by any person (other than as a result of a breach of the Investor’s representations and warranties set forth in this Agreement); or (II) the Investor becomes involved in any capacity in any action, proceeding or investigation brought by the SEC against or involving the Company or in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction Documents (other than as a result of a breach of the Investor’s representations and warranties set forth in this Agreement), or if this Investor is impleaded in any such action, proceeding or investigation by any person, then in any such case, the Company will reimburse the Investor for its reasonable legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, as such expenses are incurred. In addition, other than with respect to any matter in which the Investor is a named party, the Company will pay to the Investor the charges, as reasonably determined by the Investor, for the time of any officers or employees of the Investor devoted to appearing and preparing to appear as witnesses, assisting in preparation for hearings, trials or pretrial matters, or otherwise with respect to inquiries, hearing, trials, and other proceedings relating to the subject matter of this Agreement. The reimbursement obligations of the Company under this section shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any affiliates of the Investor that are actually named in such action, proceeding or investigation, and partners, directors, agents, employees, attorneys, accountants, auditors and controlling persons (if any), as the case may be, of Investor and any such affiliate, and shall be binding upon and inure to the benefit of any successors of the Company, the Investor and any such affiliate and any such person.
Appears in 23 contracts
Samples: Investment Agreement (Vaccinogen Inc), Investment Agreement (Green Automotive Co), Investment Agreement (Eastgate Acquisitions Corp)
Reimbursement. If (Ii) the Investor Investor, other than by reason of its gross negligence or willful misconduct, becomes involved in any capacity in any action, proceeding or investigation brought by any shareholder stockholder of the Company, in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction Documentsthis Purchase Agreement, or if the such Investor is impleaded in any such action, proceeding or investigation by any person Person, or (ii) the Investor, other than as a result by reason of a breach its gross negligence or willful misconduct or by reason of its trading of the Investor’s representations and warranties set forth Common Stock in this Agreement); a manner that is illegal under the federal securities laws or (II) the Investor other actions, becomes involved in any capacity in any action, proceeding or investigation brought by the SEC Commission against or involving the Company or in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction Documents (other than as a result of a breach of the Investor’s representations and warranties set forth in this Purchase Agreement), or if this the Investor is impleaded in any such action, proceeding or investigation by any personPerson, then in any such case, the Company will reimburse the Investor for its reasonable legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, as such expenses are incurred. In addition, other than with respect to any such matter in which the Investor is a named party, the Company will pay to the Investor the charges, as reasonably determined by the Investor, for the time of any officers or employees of the Investor devoted to appearing and preparing to appear as witnesses, assisting in preparation for hearings, trials or pretrial matters, or otherwise with respect to inquiries, hearing, trials, and other proceedings relating to the subject matter of this Agreement. The reimbursement obligations of the Company under this section paragraph shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any affiliates Affiliates of the Investor that Investors who are actually named in such action, proceeding or investigation, and partners, directors, agents, employees, attorneys, accountants, auditors employees and controlling persons (if any), as the case may be, of Investor the Investors and any such affiliateAffiliate, and shall be binding upon and inure to the benefit of any successors successors, assigns, heirs and personal representatives of the Company, the Investor Investors and any such affiliate Affiliate and any such personPerson. The Company also agrees that neither the Investor nor any such Affiliate, partners, directors, agents, employees or controlling persons shall have any liability to the Company or any person asserting claims on behalf of or in right of the Company in connection with or as a result of the consummation of the transactions contemplated by this Purchase Agreement except to the extent that any losses, claims, damages, liabilities or expenses incurred by the Company result from the gross negligence or willful misconduct of the Investor or any such Affiliate. The Company further agrees to reimburse the Investor for its reasonable attorney's and other professional fees in connection with the negotiation and execution of this Purchase Agreement.
Appears in 19 contracts
Samples: Common Stock and Warrant Purchase Agreement (Xybernaut Corp), Common Stock and Warrant Purchase Agreement (Xybernaut Corp), Common Stock and Warrant Purchase Agreement (Xybernaut Corp)
Reimbursement. If (I) the Investor becomes involved in any capacity in any action, proceeding or investigation brought by any shareholder of the Company, in connection with or as a result of the consummation of the transactions contemplated by the Reserve Equity Line Transaction DocumentsFinancing, or if the Investor is impleaded in any such action, proceeding or investigation by any person (other than as a result of a breach of the Investor’s representations and warranties set forth in this Agreement); or (II) the Investor becomes involved in any capacity in any action, proceeding or investigation brought by the SEC against or involving the Company or in connection with or as a result of the consummation of the transactions contemplated by the Reserve Equity Line Transaction Documents Financing (other than as a result of a breach of the Investor’s representations and warranties set forth in this Agreement), or if this Investor is impleaded in any such action, proceeding or investigation by any person, then in any such case, the Company will reimburse the Investor for its reasonable legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, as such expenses are incurred. In addition, other than with respect to any matter in which the Investor is a named party, the Company will pay to the Investor the charges, as reasonably determined by the Investor, for the time of any officers or employees of the Investor devoted to appearing and preparing to appear as witnesses, assisting in preparation for hearings, trials or pretrial matters, or otherwise with respect to inquiries, hearing, trials, and other proceedings relating to the subject matter of this Agreement. The reimbursement obligations of the Company under this section shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any affiliates of the Investor that are actually named in such action, proceeding or investigation, and partners, directors, agents, employees, attorneys, accountants, auditors and controlling persons (if any), as the case may be, of Investor and any such affiliate, and shall be binding upon and inure to the benefit of any successors of the Company, the Investor and any such affiliate and any such person. Any and all costs that Investor pays for relating to clearing and processing stock certificates shall be deducted from any payment the Company receives from Investor.
Appears in 13 contracts
Samples: Reserve Equity Financing Agreement (Xun Energy, Inc.), Reserve Equity Financing Agreement (Xun Energy, Inc.), Reserve Equity Financing Agreement (Xun Energy, Inc.)
Reimbursement. If (Ii) the Investor Buyer and/or Investments becomes involved a party defendant in any capacity in any action, action or proceeding or investigation brought by any shareholder stockholder of the Company, in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction Documents, or if the Investor Buyer and/or Investments is impleaded in any such action, proceeding or investigation by any person Person, or (ii) the Buyer and/or Investments, other than as a result by reason of a its own gross negligence, willful misconduct or breach of the Investor’s representations law (as adjudicated by a court of law having proper jurisdiction and warranties set forth in this Agreementsuch adjudication is not subject to appeal); or (II) the Investor , becomes involved a party defendant in any capacity in any action, action or proceeding or investigation brought by the SEC against or involving the Company or in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction Documents (other than as a result of a breach of the Investor’s representations and warranties set forth in this Agreement)Documents, or if this Investor the Buyer or Investments is impleaded in any such action, proceeding or investigation by any personPerson, then in any such case, the Company will shall promptly reimburse the Investor Buyer and/or Investments for its or their reasonable legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, as such expenses are incurred. In addition, other than with respect to any matter in which the Investor is a named party, the Company will pay to the Investor the charges, as reasonably determined by the Investor, for the time of any officers or employees of the Investor devoted to appearing and preparing to appear as witnesses, assisting in preparation for hearings, trials or pretrial matters, or otherwise with respect to inquiries, hearing, trials, and other proceedings relating to the subject matter of this Agreement. The reimbursement obligations of the Company under this section paragraph shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any affiliates of the Investor that Buyer and/or Investments who are actually named in such action, proceeding or investigation, and partners, directors, agents, employees, attorneys, accountants, auditors employees and controlling persons Persons (if any), as the case may be, of Investor the Buyer, Investments and any such affiliateAffiliate, and shall be binding upon and inure to the benefit of any successors successors, assigns, heirs and personal representatives of the Company, the Investor Buyer, Investments and any such affiliate Affiliate and any such personPerson. Except as otherwise set forth in the Transaction Documents, the Company also agrees that neither any Buyer, Investments nor any such Affiliate, partners, directors, agents, employees or controlling Persons shall have any liability to the Company or any Person asserting claims on behalf of or in right of the Company in connection with or as a result of the consummation of the Transaction Documents.
Appears in 13 contracts
Samples: Securities Purchase Agreement (INVO Bioscience, Inc.), Securities Purchase Agreement (Ab International Group Corp.), Securities Purchase Agreement (Bioxytran, Inc)
Reimbursement. If (Ii) the Investor Investor, other than by reason of its gross negligence or willful misconduct, becomes involved in any capacity in any action, proceeding or investigation brought by any shareholder stockholder of the Company, in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction Documents, or if the Investor is impleaded in any such action, proceeding or investigation by any person Person, or (ii) the Investor, other than as a result by reason of a breach its gross negligence or willful misconduct or by reason of its trading of the Investor’s representations and warranties set forth Class A Common Stock in this Agreement); or (II) a manner that is illegal under the Investor federal securities laws, becomes involved in any capacity in any action, proceeding or investigation brought by the SEC against or involving the Company or in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction Documents (other than as a result of a breach of the Investor’s representations and warranties set forth in this Agreement)Agreements, or if this the Investor is impleaded in any such action, proceeding or investigation by any personPerson, then in any such case, the Company will reimburse the Investor for its reasonable legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, as such expenses are incurred. In addition, other than with respect to any matter in which the Investor is a named party, the Company will pay to the Investor the charges, as reasonably determined by the Investor, for the time of any officers or employees of the Investor devoted to appearing and preparing to appear as witnesses, assisting in preparation for hearings, trials or pretrial matters, or otherwise with respect to inquiries, hearing, trials, and other proceedings relating to the subject matter of this Agreement. The reimbursement obligations of the Company under this section paragraph shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any affiliates Affiliates of the Investor that who are actually named in such action, proceeding or investigation, and partners, directors, agents, employees, attorneys, accountants, auditors employees and controlling persons (if any), as the case may be, of the Investor and any such affiliateAffiliate, and shall be binding upon and inure to the benefit of any successors successors, assigns, heirs and personal representatives of the Company, the Investor and any such affiliate Affiliate and any such personPerson. The Company also agrees that neither any Investor nor any such Affiliate, partners, directors, agents, employees or controlling persons shall have any liability to the Company or any person asserting claims on behalf of or in right of the Company in connection with or as a result of the consummation of the Transaction Agreements except to the extent that any losses, claims, damages, liabilities or expenses incurred by the Company result from the gross negligence or willful misconduct of the Investor.
Appears in 8 contracts
Samples: Private Equity Line Agreement (Fonix Corp), Fourth Private Equity Line Agreement (Fonix Corp), Private Equity Line Agreement (Fonix Corp)
Reimbursement. If (Ii) the Investor becomes involved in any capacity in any action, proceeding or investigation brought by any shareholder of the Company, in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction Documents, or if the Investor is impleaded in any such action, proceeding or investigation by any person (other than as a result of a breach of the Investor’s 's representations and warranties set forth in this Agreement); or (IIii) the Investor becomes involved in any capacity in any action, proceeding or investigation brought by the SEC against or involving the Company or in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction Documents (other than as a result of a breach of the Investor’s 's representations and warranties set forth in this Agreement), or if this Investor is impleaded in any such action, proceeding or investigation by any person, then in any such case, the Company will reimburse the Investor for its reasonable legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, as such expenses are incurred. In addition, other than with respect to any matter in which the Investor is a named party, the Company will pay to the Investor the charges, as reasonably determined by the Investor, for the time of any officers or employees of the Investor devoted to appearing and preparing to appear as witnesses, assisting in preparation for hearings, trials or pretrial matters, or otherwise with respect to inquiries, hearing, trials, and other proceedings relating to the subject matter of this Agreement. The reimbursement obligations of the Company under this section shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any affiliates of the Investor that are actually named in such action, proceeding or investigation, and partners, directors, agents, employees, attorneys, accountants, auditors and controlling persons (if any), as the case may be, of Investor and any such affiliate, and shall be binding upon and inure to the benefit of any successors of the Company, the Investor and any such affiliate and any such person.
Appears in 8 contracts
Samples: Investment Agreement (Assure Energy Inc), Investment Agreement (Gk Intelligent Systems Inc), Investment Agreement (Human Biosystems Inc)
Reimbursement. If (Ii) the Investor Lender, other than by reason of its gross negligence or willful misconduct, becomes involved in any capacity in any action, proceeding or investigation brought by any shareholder of the Company, in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction DocumentsAgreements, or if the Investor Lender is impleaded in any such action, proceeding or investigation by any person Person, or (ii) the Lender, other than as a result by reason of a breach its gross negligence or willful misconduct or by reason of its trading of the Investor’s representations and warranties set forth Common Stock in this Agreement); or (II) a manner that is illegal under the Investor federal securities laws, becomes involved in any capacity in any action, proceeding or investigation brought by the SEC against or involving the Company or in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction Documents (other than as a result of a breach of the Investor’s representations and warranties set forth in this Agreement)Agreements, or if this Investor the Lender is impleaded in any such action, proceeding or investigation by any personPerson, then in any such case, the Company will reimburse the Investor Lender for its reasonable legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, as such expenses are incurred. In addition, other than with respect to any matter in which the Investor Lender is a named party, the Company will pay to the Investor Lender the charges, as reasonably determined by the InvestorLender, for the time of any officers or employees of the Investor Lender devoted to appearing and preparing to appear as witnesses, assisting in preparation for hearings, trials or pretrial matters, or otherwise with respect to inquiries, hearing, trials, and other proceedings relating to the subject matter of this Agreement. The reimbursement obligations of the Company under this section shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any affiliates Affiliates of the Investor that Lender who or which are actually named in such action, proceeding or investigation, and partners, directors, agents, employees, attorneys, accountants, auditors employees and controlling persons (if any), as the case may be, of Investor Lender and any such affiliate, and shall be binding upon and inure to the benefit of any successors successors, assigns, heirs and personal representatives of the Company, the Investor Lender and any such affiliate and any such person. The Company also agrees that neither the Lender nor any such affiliate, partner, director, agent, employee or controlling person shall have any liability to the Company or any Person asserting claims on behalf of or in right of the Company in connection with or as a result of the consummation of any of the Transaction Agreements, except as may be expressly and specifically provided in or contemplated by this Agreement.
Appears in 7 contracts
Samples: Securities Purchase Agreement (Medix Resources Inc), Securities Purchase Agreement (Validian Corp), Securities Purchase Agreement (Medix Resources Inc)
Reimbursement. If (Ii) the Investor Holder, other than by reason of its gross negligence or willful misconduct, becomes involved in any capacity in any action, proceeding or investigation brought by any shareholder of the Company, in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction Documents, or if the Investor Holder is impleaded in any such action, proceeding or investigation by any person person, or (ii) the Holder, other than as a result by reason of a breach its gross negligence or willful misconduct or by reason of its trading of the Investor’s representations and warranties set forth Common Stock in this Agreement); or (II) a manner that is illegal under the Investor federal securities laws, becomes involved in any capacity in any action, proceeding or investigation brought by the SEC against or involving the Company or in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction Documents (other than as a result of a breach of the Investor’s representations and warranties set forth in this Agreement)Documents, or if this Investor the Holder is impleaded in any such action, proceeding or investigation by any person, then in any such case, the Company will reimburse the Investor Holder for its reasonable legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, as such expenses are incurred. In addition, other than with respect to any matter in which the Investor Holder is a named party, the Company will pay to the Investor Holder the charges, as reasonably determined by the InvestorHolder, for the time of any officers or employees of the Investor Holder devoted to appearing and preparing to appear as witnesses, assisting in preparation for hearings, trials or pretrial matters, or otherwise with respect to inquiries, hearing, trials, and other proceedings relating to the subject matter of this Subscription Agreement. The reimbursement obligations of the Company under this section Section shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any affiliates of the Investor Holder that are actually named in such action, proceeding or investigation, and partners, directors, agents, employees, attorneys, accountants, auditors and controlling persons (if any), as the case may be, of Investor Holder and any such affiliate, and shall be binding upon and inure to the benefit of any successors of the Company, the Investor Holder and any such affiliate and any such person.
Appears in 7 contracts
Samples: Subscription Agreement (iTalk Inc.), Subscription Agreement (Brazil Interactive Media, Inc.), Subscription Agreement (MassRoots, Inc.)
Reimbursement. If (Ii) the Investor any Investor, other than by reason of its gross negligence or willful misconduct, becomes involved in any capacity in any action, proceeding or investigation brought by any shareholder stockholder of the Company, in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction DocumentsAgreements, or if the such Investor is impleaded in any such action, proceeding or investigation by any person Person, or (ii) any Investor, other than as a result by reason of a breach its gross negligence or willful misconduct or by reason of its trading of the Investor’s representations and warranties set forth Common Stock in this Agreement); or (II) a manner that is illegal under the Investor federal securities laws, becomes involved in any capacity in any action, proceeding or investigation brought by the SEC against or involving the Company or in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction Documents (other than as a result of a breach of the Investor’s representations and warranties set forth in this Agreement)Agreements, or if this such Investor is impleaded in any such action, proceeding or investigation by any personPerson, then in any such case, the Company will reimburse the such Investor for its reasonable legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, as such expenses are incurred. In addition, other than with respect to any matter in which the such Investor is a named party, the Company will pay to the such Investor the charges, as reasonably determined by the such Investor, for the time of any officers or employees of the such Investor devoted to appearing and preparing to appear as witnesses, assisting in preparation for hearings, trials or pretrial matters, or otherwise with respect to inquiries, hearing, trials, and other proceedings relating to the subject matter of this Agreement. The reimbursement obligations of the Company under this section paragraph shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any affiliates Affiliates of the Investor that who are actually named in such action, proceeding or investigation, and partners, directors, agents, employees, attorneys, accountants, auditors employees and controlling persons (if any), as the case may be, of the Investor and any such affiliateAffiliate, and shall be binding upon and inure to the benefit of any successors successors, assigns, heirs and personal representatives of the Company, the Investor and any such affiliate Affiliate and any such personPerson. The Company also agrees that neither any Investor nor any such Affiliate, partners, directors, agents, employees or controlling persons shall have any liability to the Company or any person asserting claims on behalf of or in right of the Company in connection with or as a result of the consummation of the Transaction Agreements except to the extent that any losses, claims, damages, liabilities or expenses incurred by the Company result from the gross negligence or willful misconduct of such Investor.
Appears in 6 contracts
Samples: Private Equity Credit Agreement (Global Matrechs, Inc.), Private Equity Credit Agreement (Global Matrechs, Inc.), Private Equity Credit Agreement (Pure Vanilla Exchange Inc)
Reimbursement. If (Ii) the Investor Investor, other than by reason of its gross negligence or willful misconduct, becomes involved in any capacity in any action, proceeding or investigation brought by any shareholder of the Company, in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction Documents, or if the Investor is impleaded in any such action, proceeding or investigation by any person person, or (ii) Investor, other than as a result by reason of a breach of the Investor’s representations and warranties set forth in this Agreement); its gross negligence or (II) the Investor willful misconduct, becomes involved in any capacity in any action, proceeding or investigation brought by the SEC against or involving the Company or in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction Documents (other than as a result of a breach of the Investor’s representations and warranties set forth in this Agreement)Documents, or if this Investor is impleaded in any such action, proceeding or investigation by any person, then in any such case, the Company will reimburse the Investor for its reasonable legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, as such expenses are incurred. In addition, other than with respect to any matter in which the Investor is a named party, the Company will pay to the Investor the charges, as reasonably determined by the Investor, for the time of any officers or employees of the Investor devoted to appearing and preparing to appear as witnesses, assisting in preparation for hearings, trials or pretrial matters, or otherwise with respect to inquiries, hearing, trials, and other proceedings relating to the subject matter of this Agreement. The reimbursement obligations of the Company under this section shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any affiliates of the Investor that are actually named in such action, proceeding or investigation, and partners, directors, agents, employees, attorneys, accountants, auditors and controlling persons (if any), as the case may be, of Investor and any such affiliate, and shall be binding upon and inure to the benefit of any successors of the Company, the Investor and any such affiliate and any such person.
Appears in 6 contracts
Samples: Investment Agreement (On the Go Healthcare Inc), Investment Agreement (Vital Products, Inc.), Investment Agreement (On the Go Healthcare Inc)
Reimbursement. If (Ii) the Investor Investor, other than by reason of its gross negligence or willful misconduct, becomes involved in any capacity in any action, proceeding or investigation brought by any shareholder stockholder of the Company, in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction Documents, or if the Investor is impleaded in any such action, proceeding or investigation by any person or entity, or (ii) the Investor, other than as a result by reason of a breach of the Investor’s representations and warranties set forth in this Agreement); its gross negligence or (II) the Investor willful misconduct, becomes involved in any capacity in any action, proceeding or investigation brought by the SEC against or involving the Company or in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction Documents (other than as a result of a breach of the Investor’s representations and warranties set forth in this Agreement)Documents, or if this the Investor is impleaded in any such action, proceeding or investigation by any personperson or entity, then in any such case, the Company will reimburse the Investor for its reasonable legal and other expenses (including the cost of any investigation and preparationpreparation ) incurred in connection therewith, as such expenses are incurred. In addition, other than with respect to any matter in which the Investor is a named party, the Company will pay to the Investor the charges, as reasonably determined by the Investor, for the time of any officers or employees of the Investor devoted to appearing and preparing to appear as witnesses, assisting in preparation for hearingshearing, trials or pretrial matters, or otherwise with respect to inquiries, hearing, trials, and other proceedings relating to the subject matter of this Agreement. The reimbursement obligations of the Company under this section paragraph shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any affiliates Affiliates of the Investor that who are actually named in such action, proceeding or investigation, and partners, directors, agents, employees, attorneys, accountants, auditors employees and controlling persons (if any), as the case may be, of the Investor and any such affiliateAffiliate, and shall be binding upon and inure to the benefit of any successors successors, assigns, heirs and personal representatives of the Company, the Investor and any such affiliate Affiliate and any such person.person or entity. The Company also agrees that neither the Investor nor any such Affiliate, partners, directors, agents, employees or controlling persons shall have any liability to the Company or any person asserting claims on behalf of or in right of the Company in connection with or as a result of the consummation of the Transaction Documents except to the extent that any losses, claims, damages, liabilities or expenses incurred by the Company result from the gross negligence or willful misconduct of the Investor or any inaccuracy in any representation or warranty of the Investor contained herein or any breach by the Investor of any of the provisions hereof. [INTENTIONALLY LEFT BLANK]
Appears in 6 contracts
Samples: Investment Agreement (Tri Valley Corp), Investment Agreement (Findex Com Inc), Investment Agreement (Prime Companies Inc)
Reimbursement. If (Ii) the Investor any Buyer, other than by reason of its gross negligence or willful misconduct, becomes involved in any capacity in any action, proceeding or investigation brought by any shareholder stockholder of the Company, in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction DocumentsAgreements, or if the Investor such Buyer is impleaded in any such action, proceeding or investigation by any person Person, or (ii) any Buyer, other than as a result by reason of a breach its gross negligence or willful misconduct or by reason of its trading of the Investor’s representations and warranties set forth Common Stock in this Agreement); or (II) a manner that is illegal under the Investor federal securities laws, becomes involved in any capacity in any action, proceeding or investigation brought by the SEC against or involving the Company or in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction Documents (other than as a result of a breach of the Investor’s representations and warranties set forth in this Agreement)Agreements, or if this Investor such Buyer is impleaded in any such action, proceeding or investigation by any personPerson, then in any such case, the Company will reimburse the Investor such Buyer for its reasonable legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, as such expenses are incurred. In addition, other than with respect to any matter in which the Investor such Buyer is a named party, the Company will pay to the Investor such Buyer the charges, as reasonably determined by the Investorsuch Buyer, for the time of any officers or employees of the Investor such Buyer devoted to appearing and preparing to appear as witnesses, assisting in preparation for hearings, trials or pretrial matters, or otherwise with respect to inquiries, hearing, trials, and other proceedings relating to the subject matter of this Agreement. The reimbursement obligations of the Company under this section paragraph shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any affiliates Affiliates of the Investor that Buyers who are actually named in such action, proceeding or investigation, and partners, directors, agents, employees, attorneys, accountants, auditors employees and controlling persons (if any), as the case may be, of Investor the Buyers and any such affiliateAffiliate, and shall be binding upon and inure to the benefit of any successors successors, assigns, heirs and personal representatives of the Company, the Investor Buyers and any such affiliate Affiliate and any such personPerson. The Company also agrees that neither any Buyer nor any such Affiliate, partners, directors, agents, employees or controlling persons shall have any liability to the Company or any person asserting claims on behalf of or in right of the Company in connection with or as a result of the consummation of the Transaction Agreements except to the extent that any losses, claims, damages, liabilities or expenses incurred by the Company result from the gross negligence or willful misconduct of such Buyer.
Appears in 6 contracts
Samples: Securities Purchase Agreement (Mobile Pet Systems Inc), Securities Purchase Agreement (Imaging Diagnostic Systems Inc /Fl/), Securities Purchase Agreement (Colormax Technologies Inc)
Reimbursement. If (I) the Investor becomes involved in any capacity in any action, proceeding or investigation brought by any shareholder of the Company, in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction Documents, or if the Investor is impleaded in any such action, proceeding or investigation by any person (other than as a result of a breach of the Investor’s 's representations and warranties set forth in this Agreement); or (II) the Investor becomes involved in any capacity in any action, proceeding or investigation brought by the SEC against or involving the Company or in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction Documents (other than as a result of a breach of the Investor’s 's representations and warranties set forth in this Agreement), or if this Investor is impleaded in any such action, proceeding or investigation by any person, then in any such case, the Company will reimburse the Investor for its reasonable legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, as such expenses are incurred. In addition, other than with respect to any matter in which the Investor is a named party, the Company will pay to the Investor the charges, as reasonably determined by the Investor, for the time of any officers or employees of the Investor devoted to appearing and preparing to appear as witnesses, assisting in preparation for hearings, trials or pretrial matters, or otherwise with respect to inquiries, hearing, trials, and other proceedings relating to the subject matter of this Agreement. The reimbursement obligations of the Company under this section shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any affiliates of the Investor that are actually named in such action, proceeding or investigation, and partners, directors, agents, employees, attorneys, accountants, auditors and controlling persons (if any), as the case may be, of Investor and any such affiliate, and shall be binding upon and inure to the benefit of any successors of the Company, the Investor and any such affiliate and any such person.
Appears in 6 contracts
Samples: Investment Agreement (TransBiotec, Inc.), Investment Agreement (China Agro Sciences Corp.), Investment Agreement (Global Wataire, Inc.)
Reimbursement. If (Ii) the Investor Holder, other than by reason of its gross negligence or willful misconduct, becomes involved in any capacity in any action, proceeding or investigation brought by any shareholder of the Company, in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction Documents, or if the Investor Holder is impleaded in any such action, proceeding or investigation by any person person, or (ii) Holder, other than as a result by reason of a breach its gross negligence or willful misconduct or by reason of its trading of the Investor’s representations and warranties set forth Common Stock in this Agreement); or (II) a manner that is illegal under the Investor federal securities laws, becomes involved in any capacity in any action, proceeding or investigation brought by the SEC against or involving the Company or in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction Documents (other than as a result of a breach of the Investor’s representations and warranties set forth in this Agreement)Documents, or if this Investor Holder is impleaded in any such action, proceeding or investigation by any person, then in any such case, the Company will reimburse the Investor Holder for its reasonable legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, as such expenses are incurred. In addition, other than with respect to any matter in which the Investor Holder is a named party, the Company will pay to the Investor Holder the charges, as reasonably determined by the InvestorHolder, for the time of any officers or employees of the Investor Holder devoted to appearing and preparing to appear as witnesses, assisting in preparation for hearings, trials or pretrial matters, or otherwise with respect to inquiries, hearing, trials, and other proceedings relating to the subject matter of this Subscription Agreement. The reimbursement obligations of the Company under this section shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any affiliates of the Investor Holder that are actually named in such action, proceeding or investigation, and partners, directors, agents, employees, attorneys, accountants, auditors and controlling persons (if any), as the case may be, of Investor Holder and any such affiliate, and shall be binding upon and inure to the benefit of any successors of the Company, the Investor Holder and any such affiliate and any such person.
Appears in 5 contracts
Samples: Subscription Agreement (Hyperdynamics Corp), Subscription Agreement (Hyperdynamics Corp), Subscription Agreement (Virtra Systems Inc)
Reimbursement. If (Ii) the Investor Purchaser, other than by reason of its gross negligence or willful misconduct, becomes involved in any capacity in any action, proceeding or investigation brought by any shareholder of the Company, in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction Documents, or if the Investor Purchaser is impleaded in any such action, proceeding or investigation by any person person, or (ii) Purchaser, other than as a result by reason of a breach its gross negligence or willful misconduct or by reason of its trading of the Investor’s representations and warranties set forth Common Stock in this Agreement); or (II) a manner that is illegal under the Investor federal securities laws, becomes involved in any capacity in any action, proceeding or investigation brought by the SEC against or involving the Company or in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction Documents (other than as a result of a breach of the Investor’s representations and warranties set forth in this Agreement)Documents, or if this Investor Purchaser is impleaded in any such action, proceeding or investigation by any person, then in any such case, the Company will reimburse the Investor Purchaser for its reasonable legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, as such expenses are incurred. In addition, other than with respect to any matter in which the Investor Purchaser is a named party, the Company will pay to the Investor Purchaser the charges, as reasonably determined by the InvestorPurchaser, for the time of any officers or employees of the Investor Purchaser devoted to appearing and preparing to appear as witnesses, assisting in preparation for hearings, trials or pretrial matters, or otherwise with respect to inquiries, hearing, trials, and other proceedings relating to the subject matter of this Subscription Agreement. The reimbursement obligations of the Company under this section shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any affiliates of the Investor Purchaser that are actually named in such action, proceeding or investigation, and partners, directors, agents, employees, attorneys, accountants, auditors and controlling persons (if any), as the case may be, of Investor Purchaser and any such affiliate, and shall be binding upon and inure to the benefit of any successors of the Company, the Investor Purchaser and any such affiliate and any such person.
Appears in 5 contracts
Samples: Subscription Agreement (Jacobson Resonance Enterprises Inc), Subscription Agreement (FTS Apparel Inc), Subscription Agreement (Nighthawk Systems Inc)
Reimbursement. If (Ii) the Investor Buyer and/or Investments becomes involved a party defendant in any capacity in any action, action or proceeding or investigation brought by any shareholder stockholder of the CompanyCompany other than by reason of its own gross negligence, willful misconduct or breach of law (as adjudicated by a court of law having proper jurisdiction and such adjudication is not subject to appeal), in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction Documents, or if the Investor Buyer and/or Investments is impleaded in any such action, proceeding or investigation by any person Person, or (ii) the Buyer and/or Investments, other than as a result by reason of a its own gross negligence, willful misconduct or breach of the Investor’s representations law (as adjudicated by a court of law having proper jurisdiction and warranties set forth in this Agreementsuch adjudication is not subject to appeal); or (II) the Investor , becomes involved a party defendant in any capacity in any action, action or proceeding or investigation brought by the SEC against or involving the Company or in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction Documents (other than as a result of a breach of the Investor’s representations and warranties set forth in this Agreement)Documents, or if this Investor the Buyer or Investments is impleaded in any such action, proceeding or investigation by any personPerson, then in any such case, the Company will shall promptly reimburse the Investor Buyer and/or Investments for its or their reasonable legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, as such expenses are incurred. In addition, other than with respect to any matter in which the Investor is a named party, the Company will pay to the Investor the charges, as reasonably determined by the Investor, for the time of any officers or employees of the Investor devoted to appearing and preparing to appear as witnesses, assisting in preparation for hearings, trials or pretrial matters, or otherwise with respect to inquiries, hearing, trials, and other proceedings relating to the subject matter of this Agreement. The reimbursement obligations of the Company under this section paragraph shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any affiliates of the Investor that Buyer and/or Investments who are actually named in such action, proceeding or investigation, and partners, directors, agents, employees, attorneys, accountants, auditors employees and controlling persons Persons (if any), as the case may be, of Investor the Buyer, Investments and any such affiliateAffiliate, and shall be binding upon and inure to the benefit of any successors successors, assigns, heirs and personal representatives of the Company, the Investor Buyer, Investments and any such affiliate Affiliate and any such personPerson. Except as otherwise set forth in the Transaction Documents, the Company also agrees that neither any Buyer, Investments nor any such Affiliate, partners, directors, agents, employees or controlling Persons shall have any liability to the Company or any Person asserting claims on behalf of or in right of the Company in connection with or as a result of the consummation of the Transaction Documents.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Safe & Green Development Corp), Securities Purchase Agreement (Safe & Green Holdings Corp.), Securities Purchase Agreement (Safe & Green Development Corp)
Reimbursement. If (I) the Investor becomes involved in any capacity in any action, proceeding or investigation brought by any shareholder of the Company, in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction DocumentsStock Purchase Agreement, or if the Investor is impleaded in any such action, proceeding or investigation by any person (other than as a result of a breach of the Investor’s representations and warranties set forth in this Agreement); or (II) the Investor becomes involved in any capacity in any action, proceeding or investigation brought by the SEC against or involving the Company or in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction Documents (other than as a result of a breach of the Investor’s representations and warranties set forth in this Agreement), Stock Purchase Agreement or if this Investor is impleaded in any such action, proceeding or investigation by any person, then in any such case, the Company will reimburse the Investor for its reasonable legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, as such expenses are incurred. In addition, other than with respect to any matter in which the Investor is a named party, the Company will pay to the Investor the charges, as reasonably determined by the Investor, for the time of any officers or employees of the Investor devoted to appearing and preparing to appear as witnesses, assisting in preparation for hearings, trials or pretrial matters, or otherwise with respect to inquiries, hearing, trials, and other proceedings relating to the subject matter of this Agreement. The reimbursement obligations of the Company under this section shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any affiliates of the Investor that are actually named in such action, proceeding or investigation, and partners, directors, agents, employees, attorneys, accountants, auditors and controlling persons (if any), as the case may be, of Investor and any such affiliate, and shall be binding upon and inure to the benefit of any successors of the Company, the Investor and any such affiliate and any such person. Any and all costs that Investor pays for relating to clearing and processing stock certificates shall be deducted from any payment the Company receives from Investor.
Appears in 4 contracts
Samples: Stock Purchase Agreement (SMX (Security Matters) Public LTD Co), Stock Purchase Agreement (SMX (Security Matters) Public LTD Co), Stock Purchase Agreement (Grom Social Enterprises, Inc.)
Reimbursement. If (Ii) the Investor becomes involved in any capacity in any action, proceeding or investigation brought by any shareholder of the Company, in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction Documents, or if the Investor is impleaded in any such action, proceeding or investigation by any person (other than as a result of a breach of the Investor’s representations and warranties set forth in this Agreement); or (IIii) the Investor becomes involved in any capacity in any action, proceeding or investigation brought by the SEC against or involving the Company or in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction Documents (other than as a result of a breach of the Investor’s representations and warranties set forth in this Agreement), or if this Investor is impleaded in any such action, proceeding or investigation by any person, then in any such case, the Company will reimburse the Investor for its reasonable legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, as such expenses are incurred. In addition, other than with respect to any matter in which the Investor is a named party, the Company will pay to the Investor the charges, as reasonably determined by the Investor, for the time of any officers or employees of the Investor devoted to appearing and preparing to appear as witnesses, assisting in preparation for hearings, trials or pretrial matters, or otherwise with respect to inquiries, hearing, trials, and other proceedings relating to the subject matter of this Agreement. The reimbursement obligations of the Company under this section shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any affiliates of the Investor that are actually named in such action, proceeding or investigation, and partners, directors, agents, employees, attorneys, accountants, auditors and controlling persons (if any), as the case may be, of Investor and any such affiliate, and shall be binding upon and inure to the benefit of any successors of the Company, the Investor and any such affiliate and any such person.
Appears in 4 contracts
Samples: Investment Agreement (Next Inc/Tn), Investment Agreement (Cal Bay International Inc), Investment Agreement (Litfunding Corp)
Reimbursement. If (Ii) the Investor Purchaser, other than by reason of its gross negligence or willful misconduct, becomes involved in any capacity in any action, proceeding or investigation brought by any shareholder stockholder of the Company, in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction Documents, or if the Investor Purchaser is impleaded in any such action, proceeding or investigation by any person Person, or (ii) Purchaser, other than as a result by reason of a breach its gross negligence or willful misconduct or by reason of its trading of the Investor’s representations and warranties set forth Common Stock in this Agreement); or (II) the Investor a manner that is illegal under applicable securities laws, becomes involved in any capacity in any action, proceeding or investigation brought by the SEC against or involving the Company or in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction Documents (other than as a result of a breach of the Investor’s representations and warranties set forth in this Agreement)Documents, or if this Investor Purchaser is impleaded in any such action, proceeding or investigation by any personPerson, then in any such case, the Company will reimburse the Investor Purchaser for its reasonable legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, as such expenses are incurred. In addition, other than with respect to any matter in which the Investor Purchaser is a named party, the Company will pay to the Investor Purchaser the charges, as reasonably determined by the InvestorPurchaser, for the time of any officers or employees of the Investor Purchaser devoted to appearing and preparing to appear as witnesses, assisting in preparation for hearings, trials or pretrial matters, or otherwise with respect to inquiries, hearing, trials, and other proceedings relating to the subject matter of this Agreement. The reimbursement obligations of the Company under this section paragraph shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any affiliates Affiliates of the Investor that Purchaser who are actually named in such action, proceeding or investigation, and partners, directors, agents, employees, attorneys, accountants, auditors employees and controlling persons (if any), as the case may be, of Investor Purchaser and any such affiliateAffiliate, and shall be binding upon and inure to the benefit of any successors successors, assigns, heirs and personal representatives of the Company, the Investor Purchaser and any such affiliate Affiliate and any such personPerson. The Company also agrees that neither any Purchaser nor any such Affiliate, partners, directors, agents, employees or controlling persons shall have any liability to the Company or any person asserting claims on behalf of or in right of the Company in connection with or as a result of the consummation of the Transaction Documents except to the extent that any losses, claims, damages, liabilities or expenses incurred by the Company result from the gross negligence or willful misconduct of Purchaser or any inaccuracy in any representation or warranty of Purchaser contained in herein or any breach by Purchaser of any of the provisions hereof.
Appears in 4 contracts
Samples: Form of Common Stock Purchase Agreement (World Shopping Network Inc/Nv), Form of Common Stock Purchase Agreement (3si Holdings Inc), Common Stock Purchase Agreement (Econnect)
Reimbursement. If (Ii) the Investor Investor, other than by reason of its gross negligence or willful misconduct, becomes involved in any capacity in any action, proceeding or investigation brought by any shareholder of the Company, in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction Documentsthis Agreement, or if the Investor is impleaded in any such action, proceeding or investigation by any person person, or (ii) Investor, other than as a result by reason of a breach its gross negligence or willful misconduct or by reason of its trading of the Investor’s representations and warranties set forth Common Stock in this Agreement); or (II) a manner that is illegal under the Investor federal securities laws, becomes involved in any capacity in any action, proceeding or investigation brought by the SEC against or involving the Company or in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction Documents (other than as a result of a breach of the Investor’s representations and warranties set forth in this Agreement), or if this Investor is impleaded in any such action, proceeding or investigation by any person, then in any such case, the Company will reimburse the Investor for its reasonable legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, as such expenses are incurred. In addition, other than with respect to any matter in which the Investor is a named party, the Company will pay to the Investor the charges, as reasonably determined by the Investor, for the time of any officers or employees of the Investor devoted to appearing and preparing to appear as witnesses, assisting in preparation for hearings, trials or pretrial matters, or otherwise with respect to inquiries, hearing, trials, and other proceedings relating to the subject matter of this Agreement. The reimbursement obligations of the Company under this section shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any affiliates Affiliates of the Investor that are actually named in such action, proceeding or investigation, and partners, directors, agents, employees, attorneys, accountants, auditors and controlling persons (if any), as the case may be, of Investor and any such affiliateAffiliate, and shall be binding upon and inure to the benefit of any successors of the Company, the Investor and any such affiliate Affiliate and any such person.
Appears in 4 contracts
Samples: Subscription Agreement (Upholstery International, Inc.), Subscription Agreement (Pharmamed, Inc.), Subscription Agreement (Upholstery International, Inc.)
Reimbursement. If (I) the Investor becomes involved in any capacity in any action, proceeding or investigation brought by any shareholder of the Company, in connection with or as a result of the consummation of the transactions contemplated by the Reserve Equity Line Transaction DocumentsFinancing, or if the Investor is impleaded in any such action, proceeding or investigation by any person (other than as a result of a breach of the Investor’s representations and warranties set forth in this Agreement); or (II) the Investor becomes involved in any capacity in any action, proceeding or investigation brought by the SEC against or involving the Company or in connection with or as a result of the consummation of the transactions contemplated by the Reserve Equity Line Transaction Documents Financing (other than as a result of a breach of the Investor’s representations and warranties set forth in this Agreement), or if this Investor is impleaded in any such action, proceeding or investigation by any person, then in any such case, the Company will reimburse the Investor for its reasonable legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, as such expenses are incurred. In addition, other than with respect to any matter in which the Investor is a named party, the Company will pay to the Investor the charges, as reasonably determined by the Investor, for the time of any officers or employees of the Investor devoted to appearing and preparing to appear as witnesses, assisting in preparation for hearings, trials or pretrial matters, or otherwise with respect to inquiries, hearing, trials, and other proceedings relating to the subject matter of this Agreement. The reimbursement obligations of the Company under this section shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any affiliates of the Investor that are actually named in such action, proceeding or investigation, and partners, directors, agents, employees, attorneys, accountants, auditors and controlling persons (if any), as the case may be, of Investor and any such affiliate, and shall be binding upon and inure to the benefit of any successors of the Company, the Investor and any such affiliate and any such person.
Appears in 4 contracts
Samples: Reserve Equity Financing Agreement (Bloggerwave, Inc.), Reserve Equity Financing Agreement (China Wi-Max Communications, Inc.), Reserve Equity Financing Agreement (Bonfire Productions, Inc.)
Reimbursement. If (Ii) the Investor any Investor, other than by reason of its gross negligence or willful misconduct, becomes involved in any capacity in any action, proceeding or investigation brought by any shareholder stockholder of the Company, in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction DocumentsAgreements, or if the such Investor is impleaded in any such action, proceeding or investigation by any person Person, or (ii) any Investor, other than as a result by reason of a breach its gross negligence or willful misconduct or by reason of its trading of the Investor’s representations and warranties set forth Common Stock in this Agreement); or (II) a manner that is illegal under the Investor federal securities laws, becomes involved in any capacity in any action, proceeding or investigation brought by the SEC against or involving the Company or in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction Documents (other than as a result of a breach of the Investor’s representations and warranties set forth in this Agreement)Agreements, or if this such Investor is impleaded in any such action, proceeding or investigation by any personPerson, then in any such case, the Company will reimburse the such Investor for its reasonable legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, as such expenses are incurred. In addition, other than with respect to any matter in which the such Investor is a named party, the Company will pay to the such Investor the charges, as reasonably determined by the such Investor, for the time of any officers or employees of the such Investor devoted to appearing and preparing to appear as witnesses, assisting in preparation for hearings, trials or pretrial matters, or otherwise with respect to inquiries, hearing, trials, and other proceedings relating to the subject matter of this Agreement. The reimbursement obligations of the Company under this section paragraph shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any affiliates Affiliates of the Investor that who are actually named in such action, proceeding or investigation, and partners, directors, agents, employees, attorneys, accountants, auditors employees and controlling persons (if any), as the case may be, of the Investor and any such affiliateAffiliate, and shall be binding upon and inure to the benefit of any successors successors, assigns, heirs and personal representatives of the Company, the Investor and any such affiliate Affiliate and any such personPerson. The Company also agrees that neither any Investor nor any such Affiliate, partners, directors, agents, employees or controlling persons shall have any liability to the Company or any person asserting claims on behalf of or in right of the Company in connection with or as a result of the consummation of the Transaction Agreements except to the extent that any losses, claims, damages, liabilities or expenses incurred by the Company result from the gross negligence or willful misconduct of such Investor.
Appears in 4 contracts
Samples: Equity Credit Agreement (Imaging Diagnostic Systems Inc /Fl/), Sixth Private Equity Credit Agreement (Imaging Diagnostic Systems Inc /Fl/), Private Equity Credit Agreement (Imaging Diagnostic Systems Inc /Fl/)
Reimbursement. If (Ii) the Investor any Buyer, other than by reason of its gross negligence or willful misconduct, becomes involved in any capacity in any action, proceeding or investigation brought by any shareholder of the Company, in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction DocumentsAgreements, or if the Investor Buyer is impleaded in any such action, proceeding or investigation by any person Person, or (ii) the Buyer, other than as a result by reason of a breach its gross negligence or willful misconduct or by reason of its trading of the Investor’s representations and warranties set forth Common Stock in this Agreement); or (II) a manner that is illegal under the Investor federal securities laws, becomes involved in any capacity in any action, proceeding or investigation brought by the SEC against or involving the Company or in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction Documents (other than as a result of a breach of the Investor’s representations and warranties set forth in this Agreement)Agreements, or if this Investor the Buyer is impleaded in any such action, proceeding or investigation by any personPerson, then in any such case, the Company will reimburse the Investor Buyer for its reasonable legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, as such expenses are incurred. In addition, other than with respect to any matter in which the Investor Buyer is a named party, the Company will pay to the Investor Buyer the charges, as reasonably determined by the InvestorBuyer, for the time of any officers or employees of the Investor Buyer devoted to appearing and preparing to appear as witnesses, assisting in preparation for hearings, trials or pretrial matters, or otherwise with respect to inquiries, hearing, trials, and other proceedings relating to the subject matter of this Agreement. The reimbursement obligations of the Company under this section shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any affiliates Affiliates of the Investor that Buyer who or which are actually named in such action, proceeding or investigation, and partners, directors, agents, employees, attorneys, accountants, auditors employees and controlling persons (if any), as the case may be, of Investor Buyer and any such affiliate, and shall be binding upon and inure to the benefit of any successors successors, assigns, heirs and personal representatives of the Company, the Investor Buyer and any such affiliate and any such person. The Company also agrees that neither the Buyer nor any such affiliate, partner, director, agent, employee or controlling person shall have any liability to the Company or any Person asserting claims on behalf of or in right of the Company in connection with or as a result of the consummation of any of the Transaction Agreements, except as may be expressly and specifically provided in or contemplated by this Agreement.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Peak Entertainment Holdings Inc), Securities Purchase Agreement (Peak Entertainment Holdings Inc), Securities Purchase Agreement (Peak Entertainment Holdings Inc)
Reimbursement. If (Ii) the Investor Holder, other than by reason of its gross ------------- negligence or willful misconduct, becomes involved in any capacity in any action, proceeding or investigation brought by any shareholder of the Company, in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction Documents, or if the Investor Holder is impleaded in any such action, proceeding or investigation by any person person, or (ii) Holder, other than as a result by reason of a breach its gross negligence or willful misconduct or by reason of its trading of the Investor’s representations and warranties set forth Common Stock in this Agreement); or (II) a manner that is illegal under the Investor federal securities laws, becomes involved in any capacity in any action, proceeding or investigation brought by the SEC against or involving the Company or in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction Documents (other than as a result of a breach of the Investor’s representations and warranties set forth in this Agreement)Documents, or if this Investor Holder is impleaded in any such action, proceeding or investigation by any person, then in any such case, the Company will reimburse the Investor Holder for its reasonable legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, as such expenses are incurred. In addition, other than with respect to any matter in which the Investor Holder is a named party, the Company will pay to the Investor Holder the charges, as reasonably determined by the InvestorHolder, for the time of any officers or employees of the Investor Holder devoted to appearing and preparing to appear as witnesses, assisting in preparation for hearings, trials or pretrial matters, or otherwise with respect to inquiries, hearing, trials, and other proceedings relating to the subject matter of this Subscription Agreement. The reimbursement obligations of the Company under this section shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any affiliates of the Investor Holder that are actually named in such action, proceeding or investigation, and partners, directors, agents, employees, attorneys, accountants, auditors and controlling persons (if any), as the case may be, of Investor Holder and any such affiliate, and shall be binding upon and inure to the benefit of any successors of the Company, the Investor Holder and any such affiliate and any such person.
Appears in 3 contracts
Samples: Subscription Agreement (Securac Corp), Subscription Agreement (Hyperdynamics Corp), Network Installation Corp
Reimbursement. If (I) the Investor becomes involved in any capacity in any action, proceeding or investigation brought by any shareholder of the Company, in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction Documents, or if the Investor is impleaded in any such action, proceeding or investigation by any person (other than as a result of a breach of the Investor’s representations and warranties set forth in this Agreement); or (II) the Investor becomes involved in any capacity in any action, proceeding or investigation brought by the SEC against or involving the Company or in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction Documents (other than as a result of a breach of the Investor’s representations and warranties set forth in this Agreement), or if this Investor is impleaded in any such action, proceeding or investigation by any person, then in any such case, the Company will reimburse the Investor for its reasonable legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, as such expenses are incurred. In addition, other than with respect to any matter in which the Investor is a named party, the Company will pay to the Investor the charges, as reasonably determined by the Investor, for the time of any officers or employees of the Investor devoted to appearing and preparing to appear as witnesses, assisting in preparation for hearings, trials or pretrial matters, or otherwise with respect to inquiries, hearing, trials, and other proceedings relating to the subject matter of this Agreement. The reimbursement obligations of the Company under this section shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any affiliates of the Investor that are actually named in such action, proceeding or investigation, and partners, directors, agents, employees, attorneys, accountants, auditors and controlling persons (if any), as the case may be, of Investor and any such affiliate, and shall be binding upon and inure to the benefit of any successors of the Company, the Investor and any such affiliate and any such person.
Appears in 3 contracts
Samples: Investment Agreement (Powerdyne International, Inc.), Investment Agreement (TransCoastal Corp), Investment Agreement (Genufood Energy Enzymes Corp.)
Reimbursement. If (Ii) the Investor Purchaser, other than by reason of its gross negligence or willful misconduct, becomes involved in any capacity in any action, proceeding or investigation brought by any shareholder of the Company, in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction Documents, or if the Investor Purchaser is impleaded in any such action, proceeding or investigation by any person person, or (ii) Purchaser, other than as a result by reason of a breach its gross negligence or willful misconduct or by reason of its trading of the Investor’s representations and warranties set forth Common Stock in this Agreement); or (II) a manner that is illegal under the Investor federal securities laws, becomes involved in any capacity in any action, proceeding or investigation brought by the SEC against or involving the Company or in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction Documents (other than as a result of a breach of the Investor’s representations and warranties set forth in this Agreement)Documents, or if this Investor Purchaser is impleaded in any such action, proceeding or investigation by any person, then in any such case, the Company will reimburse the Investor Purchaser for its reasonable legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, as such expenses are incurred. In addition, other than with respect to any matter in which the Investor Purchaser is a named party, the Company will pay to the Investor Purchaser the charges, as reasonably determined by the InvestorPurchaser, for the time of any officers or employees of the Investor Purchaser devoted to appearing and preparing to appear as witnesses, assisting in preparation for hearings, trials or pretrial matters, or otherwise with respect to inquiries, hearing, trials, and other proceedings relating to the subject matter of this Agreement. The reimbursement obligations of the Company under this section Section 8.8 shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any affiliates of the Investor Purchaser that are actually named in such action, proceeding or investigation, and partners, directors, agents, employees, attorneys, accountants, auditors employees and controlling persons (if any), as the case may be, of Investor Purchaser and any such affiliate, and shall be binding upon and inure to the benefit of any successors successors, assigns, heirs and personal representatives of the Company, the Investor Purchaser and any such affiliate and any such person.
Appears in 3 contracts
Samples: Common Stock Purchase Agreement (Altair International Inc), Common Stock Purchase Agreement (Eurotech LTD), Common Stock Purchase Agreement (Eurotech LTD)
Reimbursement. If (Ii) the Investor Buyer, other than by reason of its gross negligence or willful misconduct, becomes involved in any capacity in any action, proceeding or investigation brought by any shareholder of the Company, in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction Documents, or if the Investor Buyer is impleaded in any such action, proceeding or investigation by any person person, or (ii) the Buyer, other than as a result by reason of a breach its gross negligence or willful misconduct or by reason of its trading of the Investor’s representations and warranties set forth Common Stock in this Agreement); a manner that is illegal under the federal or (II) the Investor state securities laws, becomes involved in any capacity in any action, proceeding or investigation brought by the SEC against or involving the Company or in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction Documents (other than as a result of a breach of the Investor’s representations and warranties set forth in this Agreement)Documents, or if this Investor the Buyer is impleaded in any such action, proceeding or investigation by any person, then in any such case, the Company will reimburse the Investor Buyer for its reasonable legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, as such expenses are incurred. In addition, other than with respect to any matter in which the Investor Buyer is a named party, the Company will pay to the Investor the charges, as reasonably determined by the Investor, for the time of any officers or employees of the Investor devoted Buyer reasonable out-of-pocket costs with respect to appearing and preparing to appear as witnesses, assisting in preparation for hearings, trials or pretrial matters, or otherwise with respect to inquiries, hearing, trials, and other proceedings relating to the subject matter of this Agreement. The reimbursement obligations of the Company under this section Section 4(k) shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any affiliates of the Investor Buyer that are actually named in such action, proceeding or investigation, and partners, directors, agents, employees, attorneys, accountants, auditors employees and controlling persons (if any), as the case may be, of Investor the Buyer and any such affiliate, and shall be binding upon and inure to the benefit of any successors successors, assigns, heirs and personal representatives of the Company, the Investor Buyer and any such affiliate and any such person.
Appears in 2 contracts
Samples: Securities Purchase Agreement (3dshopping Com), Securities Purchase Agreement (Zapworld Com)
Reimbursement. If (Ii) the Investor Investor, other than by reason of its gross negligence or willful misconduct, becomes involved in any capacity in any action, proceeding or investigation brought by any shareholder stockholder of the Company, in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction Documents, or if the Investor is impleaded in any such action, proceeding or investigation by any person or entity, or (ii) the Investor, other than as a result by reason of a breach its gross negligence or willful misconduct or by reason of its trading of the Investor’s representations and warranties set forth Common Stock in this Agreement); or (II) the Investor a manner that is illegal under applicable securities laws, becomes involved in any capacity in any action, proceeding or investigation brought by the SEC against or involving the Company or in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction Documents (other than as a result of a breach of the Investor’s representations and warranties set forth in this Agreement)Documents, or if this the Investor is impleaded in any such action, proceeding or investigation by any personperson or entity, then in any such case, the Company will reimburse the Investor for its reasonable legal and other expenses (including the cost of any investigation and preparationpreparation ) incurred in connection therewith, as such expenses are incurred. In addition, other than with respect to any matter in which the Investor is a named party, the Company will pay to the Investor the charges, as reasonably determined by the Investor, for the time of any officers or employees of the Investor devoted to appearing and preparing to appear as witnesses, assisting in preparation for hearingshearing, trials or pretrial matters, or otherwise with respect to inquiries, hearing, trials, and other proceedings relating to the subject matter of this Agreement. The reimbursement obligations of the Company under this section paragraph shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any affiliates Affiliates of the Investor that who are actually named in such action, proceeding or investigation, and partners, directors, agents, employees, attorneys, accountants, auditors employees and controlling persons (if any), as the case may be, of the Investor and any such affiliateAffiliate, and shall be binding upon and inure to the benefit of any successors successors, assigns, heirs and personal representatives of the Company, the Investor and any such affiliate Affiliate and any such personperson or entity. The Company also agrees that neither any the Investor nor any such Affiliate, partners, directors, agents, employees or controlling persons shall have any liability to the Company or any person asserting claims on behalf of or in right of the Company in connection with or as a result of the consummation of the Transaction Documents except to the extent that any losses, claims, damages, liabilities or expenses incurred by the Company result from the gross negligence or willful misconduct of the Investor or any inaccuracy in any representation or warranty of the Investor contained herein or any breach by the Investor of any of the provisions hereof.
Appears in 2 contracts
Samples: Investment Agreement (Itronics Inc), Investment Agreement (Itronics Inc)
Reimbursement. If (Ii) the Investor Investor, other than by reason of its gross negligence or willful misconduct, becomes involved in any capacity in any action, proceeding or investigation brought by any shareholder stockholder of the Company, in connection with or as a result of the consummation of the 39 transactions contemplated by the Equity Line Transaction Documents, or if the Investor is impleaded in any such action, proceeding or investigation by any person or entity, or (ii) the Investor, other than as a result by reason of a breach of the Investor’s representations and warranties set forth in this Agreement); its gross negligence or (II) the Investor willful misconduct, becomes involved in any capacity in any action, proceeding or investigation brought by the SEC against or involving the Company or in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction Documents (other than as a result of a breach of the Investor’s representations and warranties set forth in this Agreement)Documents, or if this the Investor is impleaded in any such action, proceeding or investigation by any personperson or entity, then in any such case, the Company will reimburse the Investor for its reasonable legal and other expenses (including the cost of any investigation and preparationpreparation ) incurred in connection therewith, as such expenses are incurred. In addition, other than with respect to any matter in which the Investor is a named party, the Company will pay to the Investor the charges, as reasonably determined by the Investor, for the time of any officers or employees of the Investor devoted to appearing and preparing to appear as witnesses, assisting in preparation for hearingshearing, trials or pretrial matters, or otherwise with respect to inquiries, hearing, trials, and other proceedings relating to the subject matter of this Agreement. The reimbursement obligations of the Company under this section paragraph shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any affiliates Affiliates of the Investor that who are actually named in such action, proceeding or investigation, and partners, directors, agents, employees, attorneys, accountants, auditors employees and controlling persons (if any), as the case may be, of the Investor and any such affiliateAffiliate, and shall be binding upon and inure to the benefit of any successors successors, assigns, heirs and personal representatives of the Company, the Investor and any such affiliate Affiliate and any such person.person or entity. The Company also agrees that neither the Investor nor any such Affiliate, partners, directors, agents, employees or controlling persons shall have any liability to the Company or any person asserting claims on behalf of or in right of the Company in connection with or as a result of the consummation of the Transaction Documents except to the extent that any losses, claims, damages, liabilities or expenses incurred by the Company result from the gross negligence or willful misconduct of the Investor or any inaccuracy in any representation or warranty of the Investor contained herein or any breach by the Investor of any of the provisions hereof. 40 10. ACCREDITED INVESTOR. Investor is an "accredited investor" because (check all applicable boxes):
Appears in 2 contracts
Samples: Registration Rights Agreement (Dimensional Visions Inc/ De), Investment Agreement (Dimensional Visions Inc/ De)
Reimbursement. If (Ii) the Investor Holder, other than by reason of its gross negligence or willful misconduct, becomes involved in any capacity in any action, proceeding or investigation brought by any shareholder of the Company, in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction Documents, or if the Investor Holder is impleaded in any such action, proceeding or investigation by any person person, or (ii) the Holder, other than as a result by reason of a breach its gross negligence or willful misconduct or by reason of its trading of the Investor’s representations and warranties set forth Common Stock in this Agreement); or (II) a manner that is illegal under the Investor federal securities laws, becomes involved in any capacity in any action, proceeding or investigation brought by the SEC against or involving the Company or in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction Documents (other than as a result of a breach of the Investor’s representations and warranties set forth in this Agreement)Documents, or if this Investor the Holder is impleaded in any such action, proceeding or investigation by any person, then in any such case, the Company will reimburse the Investor Holder for its reasonable legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, as such expenses are incurred. In addition, other than with respect to any matter in which the Investor Holder is a named party, the Company will pay to the Investor Holder the charges, as reasonably determined mutually agreed by the InvestorHolder and the Company, for the time of any officers or employees of the Investor Holder devoted to appearing and preparing to appear as witnesses, assisting in preparation for hearings, trials or pretrial matters, or otherwise with respect to inquiries, hearing, trials, and other proceedings relating to the subject matter of this Subscription Agreement. The reimbursement obligations of the Company under this section shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any affiliates of the Investor Holder that are actually named in such action, proceeding or investigation, and partners, directors, agents, employees, attorneys, accountants, auditors and controlling persons (if any), as the case may be, of Investor Holder and any such affiliate, and shall be binding upon and inure to the benefit of any successors of the Company, the Investor Holder and any such affiliate and any such person.
Appears in 2 contracts
Samples: Subscription Agreement (Eagle Broadband Inc), Subscription Agreement (Eagle Broadband Inc)
Reimbursement. If (I) the any Investor becomes involved in any capacity in any action, proceeding Proceeding by or investigation brought by against any shareholder of the Company, in connection with or Person (except as a result of the consummation of the (i) Proceedings brought by another Investor against such Investor, (ii) sales, pledges, margin sales and similar transactions contemplated by the Equity Line Transaction Documents, such Investor to or if the Investor is impleaded in with any such action, proceeding other stockholder or investigation by any person (other than iii) as a result of a breach of the such Investor’s representations and representations, warranties set forth in this Agreementor covenants under the Transaction Documents or any violations by such Investor of state or federal securities laws or any conduct by such Investor which constitutes fraud, gross negligence, willful misconduct or malfeasance); or (II) the Investor becomes involved in any capacity in any action, proceeding or investigation brought by the SEC against or involving the Company or in connection with or solely as a result of the consummation such Investor’s acquisition of the transactions contemplated by the Equity Line Transaction Documents (other than as a result of a breach of the Investor’s representations and warranties set forth in Securities under this Agreement), or if this Investor is impleaded in any such action, proceeding or investigation by any person, then in any such case, the Company will reimburse the such Investor for its reasonable legal and other expenses (including the cost of any investigation investigation, preparation and preparationtravel in connection therewith) incurred in connection therewith, as such expenses are incurred. In addition, other than with respect to any matter in which the Investor is a named party, the Company will pay to the Investor the charges, as reasonably determined by the Investor, for the time of any officers or employees of the Investor devoted to appearing and preparing to appear as witnesses, assisting in preparation for hearings, trials or pretrial matters, or otherwise with respect to inquiries, hearing, trials, and other proceedings relating to the subject matter of this Agreement. The reimbursement obligations of the Company under this section paragraph shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any affiliates Affiliates of the Investor that Investors who are actually named in such action, proceeding or investigation, and partners, directors, agents, employees, attorneys, accountants, auditors employees and controlling persons (if any), as the case may be, of the Investor and any such affiliateAffiliate, and shall be binding upon and inure to the benefit of any successors successors, assigns, heirs and personal representatives of the Company, the Investor Investors and any such affiliate Affiliate and any such personPerson. The Company also agrees that neither the Investors nor any such Affiliates, partners, directors, agents, employees or controlling persons shall have any liability to the Company or any Person asserting claims on behalf of or in right of the Company solely as a result of acquiring the Securities under this Agreement, except if such claim arises primarily from a breach of such Investor’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings such Purchaser may have with any such stockholder or any violations by the Investor of state or federal securities laws or any conduct by such Investor which constitutes fraud, gross negligence, willful misconduct or malfeasance.
Appears in 2 contracts
Samples: Securities Purchase Agreement (New Paradigm Productions Inc), Securities Purchase Agreement (New Paradigm Productions Inc)
Reimbursement. If (Ii) the Investor Holder, other than by reason of its gross ------------- negligence or willful misconduct, becomes involved in any capacity in any action, proceeding or investigation brought by any shareholder of the Company, in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction Documents, or if the Investor Holder is impleaded in any such action, proceeding or investigation by any person person, or (ii) the Holder, other than as a result by reason of a breach its gross negligence or willful misconduct or by reason of its trading of the Investor’s representations and warranties set forth Common Stock in this Agreement); or (II) a manner that is illegal under the Investor federal securities laws, becomes involved in any capacity in any action, proceeding or investigation brought by the SEC against or involving the Company or in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction Documents (other than as a result of a breach of the Investor’s representations and warranties set forth in this Agreement)Documents, or if this Investor the Holder is impleaded in any such action, proceeding or investigation by any person, then in any such case, the Company will reimburse the Investor Holder for its reasonable legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, as such expenses are incurred. In addition, other than with respect to any matter in which the Investor Holder is a named party, the Company will pay to the Investor Holder the charges, as reasonably determined by the InvestorHolder, for the time of any officers or employees of the Investor Holder devoted to appearing and preparing to appear as witnesses, assisting in preparation for hearings, trials or pretrial matters, or otherwise with respect to inquiries, hearing, trials, and other proceedings relating to the subject matter of this Subscription Agreement. The reimbursement obligations of the Company under this section shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any affiliates of the Investor Holder that are actually named in such action, proceeding or investigation, and partners, directors, agents, employees, attorneys, accountants, auditors and controlling persons (if any), as the case may be, of Investor Holder and any such affiliate, and shall be binding upon and inure to the benefit of any successors of the Company, the Investor Holder and any such affiliate and any such person.
Appears in 2 contracts
Samples: Subscription Agreement (Walker Financial Corp), Subscription Agreement (Locateplus Holdings Corp)
Reimbursement. If (Ii) the Investor any Buyer, other than by reason of its gross negligence, willful misconduct or breach of law or this Agreement, becomes involved in any capacity in any action, proceeding or investigation brought by any shareholder stockholder of the Company, in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction DocumentsAgreements, or if the Investor such Buyer is impleaded in any such action, proceeding or investigation by any person Person, or (ii) any Buyer, other than as a result by reason of a its gross negligence, willful misconduct or breach of the Investor’s representations and warranties set forth in this Agreement); or (II) the Investor law, becomes involved in any capacity in any action, proceeding or investigation brought by the SEC against or involving the Company or in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction Documents (other than as a result of a breach of the Investor’s representations and warranties set forth in this Agreement)Agreements, or if this Investor such Buyer is impleaded in any such action, proceeding or investigation by any personPerson, then in any such case, the Company will reimburse the Investor such Buyer for its reasonable legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, as such expenses are incurred. In addition, other than with respect to any matter in which the Investor is a named party, the Company will pay to the Investor the charges, as reasonably determined by the Investor, for the time of any officers or employees of the Investor devoted to appearing and preparing to appear as witnesses, assisting in preparation for hearings, trials or pretrial matters, or otherwise with respect to inquiries, hearing, trials, and other proceedings relating to the subject matter of this Agreement. The reimbursement obligations of the Company under this section paragraph shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any affiliates of the Investor that Buyers who are actually named in such action, proceeding or investigation, and partners, directors, agents, employees, attorneys, accountants, auditors employees and controlling persons (if any), as the case may be, of Investor the Buyers and any such affiliateAffiliate, and shall be binding upon and inure to the benefit of any successors successors, assigns, heirs and personal representatives of the Company, the Investor Buyers and any such affiliate Affiliate and any such personPerson. Except as otherwise set forth in the Transaction Agreements, the Company also agrees that neither any Buyer nor any such Affiliate, partners, directors, agents, employees or controlling persons shall have any liability to the Company or any person asserting claims on behalf of or in right of the Company in connection with or as a result of the consummation of the Transaction Agreements except to the extent that any losses, claims, damages, liabilities or expenses incurred by the Company result from the gross negligence or willful misconduct of such Buyer or from a breach of the representations, covenants and conditions contained herein or from a breach of law.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Flexxtech Corp), Lock Up Agreement (Flexxtech Corp)
Reimbursement. If (Ii) the Investor any Buyer, other than by reason of its gross negligence or willful misconduct, becomes involved in any capacity in any action, proceeding or investigation brought by any shareholder of the Company, in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction DocumentsAgreements, or if the Investor Buyer is impleaded in any such action, proceeding or investigation by any person person, or (ii) the Buyer, other than as a result by reason of a breach its gross negligence or willful misconduct or by reason of its trading of the Investor’s representations and warranties set forth Common Stock in this Agreement); or (II) a manner that is illegal under the Investor federal securities laws, becomes involved in any capacity in any action, proceeding or investigation brought by the SEC against or involving the Company or in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction Documents (other than as a result of a breach of the Investor’s representations and warranties set forth in this Agreement)Agreements, or if this Investor the Buyer is impleaded in any such action, proceeding or investigation by any person, then in any such case, the Company will reimburse the Investor Buyer for its reasonable legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, as such expenses are incurred. In addition, other than with respect to any matter in which the Investor Buyer is a named party, the Company will pay to the Investor Buyer the charges, as reasonably determined by the InvestorBuyer, for the time of any officers or employees of the Investor Buyer devoted to appearing and preparing to appear as witnesses, assisting in preparation for hearings, trials or pretrial matters, or otherwise with respect to inquiries, hearing, trials, and other proceedings relating to the subject matter of this Agreement. The reimbursement obligations of the Company under this section shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any affiliates Affiliates of the Investor that Buyer who or which are actually named in such action, proceeding or investigation, and partners, directors, agents, employees, attorneys, accountants, auditors employees and controlling persons (if any), as the case may be, of Investor Buyer and any such affiliate, and shall be binding upon and inure to the benefit of any successors successors, assigns, heirs and personal representatives of the Company, the Investor Buyer and any such affiliate and any such person. The Company also agrees that neither the Buyer nor any such affiliate, partner, director, agent, employee or controlling person shall have any liability to the Company or any person asserting claims on behalf of or in right of the Company in connection with or as a result of the consummation of any of the Transaction Agreements, except as may be expressly and specifically provided in or contemplated by this Agreement.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Centurion Gold Holdings Inc), Securities Purchase Agreement (Centurion Gold Holdings Inc)
Reimbursement. If (Ii) the Investor Buyer, other than by reason of its gross negligence or willful misconduct, becomes involved in any capacity in any action, proceeding or investigation brought by any shareholder of the Company, in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction DocumentsAgreements, or if the Investor Buyer is impleaded in any such action, proceeding or investigation by any person Person, or (ii) the Buyer, other than as a result by reason of a breach its gross negligence or willful misconduct or by reason of its trading of the Investor’s representations and warranties set forth Common Stock in this Agreement); or (II) a manner that is illegal under the Investor federal securities laws, becomes involved in any capacity in any action, proceeding or investigation brought by the SEC against or involving the Company or in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction Documents (other than as a result of a breach of the Investor’s representations and warranties set forth in this Agreement)Agreements, or if this Investor the Buyer is impleaded in any such action, proceeding or investigation by any personPerson, then in any such case, the Company will reimburse the Investor Buyer for its reasonable legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, as such expenses are incurred. In addition, other than with respect to any matter in which the Investor Buyer is a named party, the Company will pay to the Investor Buyer the charges, as reasonably determined by the InvestorBuyer, for the time of any officers or employees of the Investor Buyer devoted to appearing and preparing to appear as witnesses, assisting in preparation for hearings, trials or pretrial matters, or otherwise with respect to inquiries, hearing, trials, and other proceedings relating to the subject matter of this Agreement. The reimbursement obligations of the Company under this section shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any affiliates Affiliates of the Investor that Buyer who or which are actually named in such action, proceeding or investigation, and partners, directors, agents, employees, attorneys, accountants, auditors employees and controlling persons (if any), as the case may be, of Investor Buyer and any such affiliate, and shall be binding upon and inure to the benefit of any successors successors, assigns, heirs and personal representatives of the Company, the Investor Buyer and any such affiliate and any such person. The Company also agrees that neither the Buyer nor any such affiliate, partner, director, agent, employee or controlling person shall have any liability to the Company or any Person asserting claims on behalf of or in right of the Company in connection with or as a result of the consummation of any of the Transaction Agreements, except as may be expressly and specifically provided in or contemplated by this Agreement.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Peak Entertainment Holdings Inc), Securities Purchase Agreement (Peak Entertainment Holdings Inc)
Reimbursement. If (Ii) the Investor Lender, other than by reason of its breach of this Agreement, by reason of its trading of the Common Stock in a manner that is illegal under the federal securities laws,gross negligence or willful misconduct, becomes involved in any capacity in any action, proceeding or investigation brought by any shareholder of the Company, in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction DocumentsAgreements, or if the Investor Lender is impleaded in any such action, proceeding or investigation by any person Person, or (ii) the Lender, other than as a result by reason of a its breach of the Investor’s representations and warranties set forth in this Agreement); , gross negligence or (II) willful misconduct or by reason of its trading of the Investor Common Stock in a manner that is illegal under the federal securities laws, becomes involved in any capacity in any action, proceeding or investigation brought by the SEC against or involving the Company or in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction Documents (other than as a result of a breach of the Investor’s representations and warranties set forth in this Agreement)Agreements, or if this Investor the Lender is impleaded in any such action, proceeding or investigation by any personPerson, then in any such case, the Company will reimburse the Investor Lender for its reasonable legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, as such expenses are incurred. In addition, other than with respect to any matter in which the Investor is a named party, the Company will pay to the Investor the charges, as reasonably determined by the Investor, for the time of any officers or employees of the Investor devoted to appearing and preparing to appear as witnesses, assisting in preparation for hearings, trials or pretrial matters, or otherwise with respect to inquiries, hearing, trials, and other proceedings relating to the subject matter of this Agreement. The reimbursement obligations of the Company under this section shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any affiliates Affiliates of the Investor that Lender who or which are actually named in such action, proceeding or investigation, and partners, directors, agents, employees, attorneys, accountants, auditors employees and controlling persons (if any), as the case may be, of Investor Lender and any such affiliate, and shall be binding upon and inure to the benefit of any successors successors, assigns, heirs and personal representatives of the Company, the Investor Lender and any such affiliate and any such person. The Company also agrees that neither the Lender nor any such affiliate, partner, director, agent, employee or controlling person shall have any liability to the Company or any Person asserting claims on behalf of or in right of the Company in connection with or as a result of the consummation of any of the Transaction Agreements, except for claims arising from Lender's material breach of this Agreement, its gross negligence or willful misconduct, or by reason of its trading of the Common Stock in a manner that is illegal under the federal securities laws, and except as may be expressly and specifically provided in or contemplated by this Agreement.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Remote MDX Inc), Registration Rights Agreement (Remote MDX Inc)
Reimbursement. If (I) the Investor becomes involved in any capacity in any action, proceeding or investigation brought by any shareholder of the Company, in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction Documentsthis Agreement, or if the Investor is impleaded in any such action, proceeding or investigation by any person (other than as a result of a breach of the Investor’s representations and warranties set forth in this Agreement); or (II) the Investor becomes involved in any capacity in any action, proceeding or investigation brought by the SEC against or involving the Company or in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction Documents this Agreement (other than as a result of a breach of the Investor’s representations and warranties set forth in this Agreement), or if this Investor is impleaded in any such action, proceeding or investigation by any person, then in any such case, the Company will reimburse the Investor for its reasonable legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, as such expenses are incurred. In addition, other than with respect to any matter in which the Investor is a named party, the Company will pay to the Investor the charges, as reasonably determined by the Investor, for the time of any officers or employees of the Investor devoted to appearing and preparing to appear as witnesses, assisting in preparation for hearings, trials or pretrial matters, or otherwise with respect to inquiries, hearing, trials, and other proceedings relating to the subject matter of this Agreement. The reimbursement obligations of the Company under this section shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any affiliates of the Investor that are actually named in such action, proceeding or investigation, and partners, directors, agents, employees, attorneys, accountants, auditors and controlling persons (if any), as the case may be, of Investor and any such affiliate, and shall be binding upon and inure to the benefit of any successors of the Company, the Investor and any such affiliate and any such person. Any and all costs that Investor pays for relating to clearing and processing stock certificates shall be deducted from any payment the Company receives from Investor.
Appears in 2 contracts
Samples: Investment Agreement (North American Oil & Gas Corp.), Investment Agreement (North American Oil & Gas Corp.)
Reimbursement. If (Ii) the Investor Holder, other than by reason of its gross negligence or willful misconduct, becomes involved in any capacity in any action, proceeding or investigation brought by any shareholder of the Company, in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction Documents, or if the Investor Holder is impleaded in any such action, proceeding or investigation by any person person, or (ii) the Holder, other than as a result by reason of a breach its gross negligence or willful misconduct or by reason of its trading of the Investor’s representations and warranties set forth Common Stock in this Agreement); or (II) a manner that is illegal under the Investor federal securities laws, becomes involved in any capacity in any action, proceeding or investigation brought by the SEC against or involving the Company or in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction Documents (other than as a result of a breach of the Investor’s representations and warranties set forth in this Agreement)Documents, or if this Investor the Holder is impleaded in any such action, proceeding or investigation by any person, then in any such case, the Company will reimburse the Investor Holder for its reasonable legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, as such expenses are incurred. In addition, other than with respect to any matter in which the Investor Holder is a named party, the Company will pay to the Investor Holder the charges, as reasonably determined by the InvestorHolder, for the time of any officers or employees of the Investor Holder devoted to appearing and preparing to appear as witnesses, assisting in preparation for hearings, trials or pretrial matters, or otherwise with respect to inquiries, hearing, trials, and other proceedings relating to the subject matter of this Subscription Agreement. The reimbursement obligations of the Company under this section shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any affiliates of the Investor Holder that are actually named in such action, proceeding or investigation, and partners, directors, agents, employees, attorneys, accountants, auditors and controlling persons (if any), as the case may be, of Investor Holder and any such affiliate, and shall be binding upon and inure to the benefit of any successors of the Company, the Investor Holder and any such affiliate and any such person.
Appears in 2 contracts
Samples: Subscription Agreement (Execute Sports Inc), Subscription Agreement (Enigma Software Group, Inc)
Reimbursement. If (Ii) the Investor Investor, other than by reason of its gross negligence or willful misconduct, becomes involved in any capacity in any action, proceeding or investigation brought by any shareholder of the Company, in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction Documents, or if the Investor is impleaded in any such action, proceeding or investigation by any person (other than as a result of a breach of the Investor’s 's representations and warranties set forth in this Agreement); , or (IIii) the Investor Investor, other than by reason of its gross negligence or willful misconduct, becomes involved in any capacity in any action, proceeding or investigation brought by the SEC against or involving the Company or in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction Documents (other than as a result of a breach of the Investor’s 's representations and warranties set forth in this Agreement), or if this Investor is impleaded in any such action, proceeding or investigation by any person, then in any such case, the Company will reimburse the Investor for its reasonable legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, as such expenses are incurred. In addition, other than with respect to any matter in which the Investor is a named party, the Company will pay to the Investor the charges, as reasonably determined by the Investor, for the time of any officers or employees of the Investor devoted to appearing and preparing to appear as witnesses, assisting in preparation for hearings, trials or pretrial matters, or otherwise with respect to inquiries, hearing, trials, and other proceedings relating to the subject matter of this Agreement. The reimbursement obligations of the Company under this section shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any affiliates of the Investor that are actually named in such action, proceeding or investigation, and partners, directors, agents, employees, attorneys, accountants, auditors and controlling persons (if any), as the case may be, of Investor and any such affiliate, and shall be binding upon and inure to the benefit of any successors of the Company, the Investor and any such affiliate and any such person.
Appears in 2 contracts
Samples: Investment Agreement (Locateplus Holdings Corp), Investment Agreement (Locateplus Holdings Corp)
Reimbursement. If (I) the Investor becomes involved in any capacity in any action, proceeding or investigation brought by any shareholder of the Company, in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Facility Transaction Documents, or if the Investor is impleaded in any such action, proceeding or investigation by any person (other than as a result of a breach of the Investor’s representations and warranties set forth in this Agreement); or (II) the Investor becomes involved in any capacity in any action, proceeding or investigation brought by the SEC against or involving the Company or in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Facility Transaction Documents (other than as a result of a breach of the Investor’s representations and warranties set forth in this Agreement), or if this Investor is impleaded in any such action, proceeding or investigation by any person, then in any such case, the Company will reimburse the Investor for its reasonable legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, as such expenses are incurred. In addition, other than with respect to any matter in which the Investor is a named party, the Company will pay to the Investor the charges, as reasonably determined by the Investor, for the time of any officers or employees of the Investor devoted to appearing and preparing to appear as witnesses, assisting in preparation for hearings, trials or pretrial matters, or otherwise with respect to inquiries, hearing, trials, and other proceedings relating to the subject matter of this Agreement. The reimbursement obligations of the Company under this section shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any affiliates of the Investor that are actually named in such action, proceeding or investigation, and partners, directors, agents, employees, attorneys, accountants, auditors and controlling persons (if any), as the case may be, of Investor and any such affiliate, and shall be binding upon and inure to the benefit of any successors of the Company, the Investor and any such affiliate and any such person.
Appears in 2 contracts
Samples: Investment Agreement (Great China Mania Holdings, Inc.), Investment Agreement (China Kangtai Cactus Bio-Tech, Inc.)
Reimbursement. If (Ii) the Investor Investor, other than by reason of its gross negligence or willful misconduct, becomes involved in any capacity in any action, proceeding or investigation brought by any shareholder stockholder of the Company, in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction Documentsthis Purchase Agreement, or if the such Investor is impleaded in any such action, proceeding or investigation by any person Person, or (ii) the Investor, other than as a result by reason of a breach its gross negligence or willful misconduct or by reason of its trading of the Investor’s representations and warranties set forth Common Stock in this Agreement); a manner that is illegal under the federal securities laws or (II) the Investor other actions, becomes involved in any capacity in any action, proceeding or investigation brought by the SEC Commission against or involving the Company or in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction Documents (other than as a result of a breach of the Investor’s representations and warranties set forth in this Purchase Agreement), or if this the Investor is impleaded in any such action, proceeding or investigation by any personPerson, then in any such case, the Company will reimburse the Investor for its reasonable legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, as such expenses are incurred. In addition, other than with respect to any such matter in which the Investor is a named party, the Company will pay to the Investor the charges, as reasonably determined by the Investor, for the time of any officers or employees of the Investor devoted to appearing and preparing to appear as witnesses, assisting in preparation for hearings, trials or pretrial matters, or otherwise with respect to inquiries, hearing, trials, and other proceedings relating to the subject matter of this Agreement. The reimbursement obligations of the Company under this section paragraph shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any affiliates Affiliates of the Investor that Investors who are actually named in such action, proceeding or investigation, and partners, directors, agents, employees, attorneys, accountants, auditors employees and controlling persons (if any), as the case may be, of Investor the Investors and any such affiliateAffiliate, and shall be binding upon and inure to the benefit of any successors successors, assigns, heirs and personal representatives of the Company, the Investor Investors and any such affiliate Affiliate and any such personPerson. The Company also agrees that neither the Investor nor any such Affiliate, partners, directors, agents, employees or controlling persons shall have any liability to the Company or any person asserting claims on behalf of or in right of the Company in connection with or as a result of the consummation of the Transaction Documents except to the extent that any losses, claims, damages, liabilities or expenses incurred by the Company result from the gross negligence or willful misconduct of the Investor or any such Affiliate.
Appears in 2 contracts
Samples: Common Stock and Warrant Purchase Agreement (Xybernaut Corp), Common Stock Purchase Agreement (Xybernaut Corp)
Reimbursement. If (Ii) the Investor becomes involved in any capacity in any action, proceeding or investigation brought by any shareholder of the Company, in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction Documents, or if the Investor is impleaded in any such action, proceeding or investigation by any person (other than as a result of a breach of the Investor’s representations and warranties set forth in this Agreement); or (IIii) the Investor becomes involved in any capacity in any action, proceeding or investigation brought by the SEC against or involving the Company or in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction Documents (other than as a result of a breach of the Investor’s representations and warranties set forth in this Agreement), or if this Investor is impleaded in any such action, proceeding or investigation by any person, then in any such case, the Company will reimburse the Investor for its reasonable legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, as such expenses are incurred. In addition, other than with respect to any matter in which the Investor is a named party, the Company will pay to the Investor the charges, as reasonably determined by the Investor, for the time of any officers or employees of the Investor devoted to appearing and preparing to appear as witnesses, assisting in preparation for hearings, trials or pretrial matters, or otherwise with respect to inquiries, hearing, trials, and other proceedings relating to the subject matter of this Agreement. The reimbursement obligations of the Company under this section shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any affiliates of the Investor that are actually named in such action, proceeding or investigation, and partners, directors, agents, employees, attorneys, accountants, auditors and controlling persons (if any), as the case may be, of Investor and any such affiliate, and shall be binding upon and inure to the benefit of any successors of the Company, the Investor and any such affiliate and any such person.
Appears in 1 contract
Samples: Investment Agreement (China Sun Group High-Tech Co)
Reimbursement. If (Ii) the Investor any Purchaser, other than by reason of its gross negligence or willful misconduct, becomes involved in any capacity in any action, proceeding or investigation brought by any shareholder stockholder of the Company, in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction Primary Documents, or if the Investor is such Purchaser impleaded in any such action, proceeding or investigation by any person person, or (ii) any Purchaser, other than as a result by reason of a breach its gross negligence or willful misconduct or by reason of its trading of the Investor’s representations and warranties set forth Common Stock in this Agreement); or (II) a manner that is illegal under the Investor federal securities laws, becomes involved in any capacity in any action, proceeding or investigation brought by the SEC Commission against or involving the Company or in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction Documents (other than as a result of a breach of the Investor’s representations and warranties set forth in this Agreement)Primary Documents, or if this Investor is such Purchaser is impleaded in any such action, proceeding or investigation by any person, then in any such case, the Company will reimburse the Investor such Purchaser for its reasonable legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, as such expenses are incurred. In addition, other than with respect to any matter in which the Investor such Purchaser is a named party, the Company will pay to such Purchaser the Investor the charges, as reasonably determined by the Investor, reasonable charges for the time of any officers or employees of the Investor such Purchaser devoted to appearing and preparing to appear as witnesses, assisting in preparation for hearings, trials or pretrial matters, or other otherwise with respect to inquiries, hearing, trials, trials and other proceedings relating to the subject matter of this Agreement. The reimbursement obligations of the Company under this section Section shall be in addition to any liability which the Company under this Section shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any affiliates of the Investor that Purchasers who are actually named in such action, proceeding or investigation, and partners, directors, agents, employees, attorneys, accountants, auditors employees and controlling persons (if any), as the case may be, of Investor the Purchasers and any such affiliate, and shall be binding upon and inure to the benefit of any successors successors, assigns, heirs and personal representatives of the Company, the Investor Purchasers and any such affiliate and any such person. The Company, also agrees that neither any Purchaser nor any such affiliate, partners, directors, agents, employees or controlling persons shall have any liability to the Company or any person asserting claims on behalf of or in right of the Company in connection with or as a result of the consummation of the Primary Documents except to the extent that any losses, claims, damages, liabilities or expenses incurred by the Company result from the gross negligence or willful misconduct of such Purchaser, or from the misstatement of any representations or warranties by the Purchaser in this Agreement.
Appears in 1 contract
Samples: Securities Purchase Agreement (American Electromedics Corp)
Reimbursement. If (Ii) the Investor any Lender, other than by reason of its gross negligence or willful misconduct, becomes involved in any capacity in any action, proceeding or investigation brought by any shareholder stockholder of the Company, in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction DocumentsAgreements, or if the Investor such Lender is impleaded in any such action, proceeding or investigation by any person Person, or (ii) any Lender, other than as a result by reason of a breach its gross negligence or willful misconduct or by reason of its trading of the Investor’s representations and warranties set forth Common Stock in this Agreement); or (II) a manner that is illegal under the Investor federal securities laws, becomes involved in any capacity in any action, proceeding or investigation brought by the SEC against or involving the Company or in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction Documents (other than as a result of a breach of the Investor’s representations and warranties set forth in this Agreement)Agreements, or if this Investor such Lender is impleaded in any such action, proceeding or investigation by any personPerson, then in any such case, the Company will reimburse the Investor such Lender for its reasonable legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, as such expenses are incurred. In addition, other than with respect to any matter in which the Investor such Lender is a named party, the Company will pay to the Investor such Lender the charges, as reasonably determined by the Investorsuch Lender, for the time of any officers or employees of the Investor such Lender devoted to appearing and preparing to appear as witnesses, assisting in preparation for hearings, trials or pretrial matters, or otherwise with respect to inquiries, hearing, trials, and other proceedings relating to the subject matter of this Agreement. The reimbursement obligations of the Company under this section paragraph shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any affiliates Affiliates of the Investor that Lender who are actually named in such action, proceeding or investigation, and partners, directors, agents, employees, attorneys, accountants, auditors employees and controlling persons (if any), as the case may be, of Investor the Lender and any such affiliateAffiliate, and shall be binding upon and inure to the benefit of any successors successors, assigns, heirs and personal representatives of the Company, the Investor Lender and any such affiliate Affiliate and any such personPerson. The Company also agrees that neither any Lender nor any such Affiliate, partners, directors, agents, employees or controlling persons shall have any liability to the Company or any person asserting claims on behalf of or in right of the Company in connection with or as a result of the consummation of the Transaction Agreements except to the extent that any losses, claims, damages, liabilities or expenses incurred by the Company result from the gross negligence or willful misconduct of such Lender.
Appears in 1 contract
Samples: Securities Purchase Agreement (Stockgroup Com Holdings Inc)
Reimbursement. If (I) the Investor becomes involved in any capacity in any action, proceeding or investigation brought by any shareholder of the Company, in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction Documents, or if the Investor is impleaded in any such action, proceeding or investigation by any person (other than as a result of a breach of the Investor’s representations and warranties set forth in this Agreement); or (II) the Investor becomes involved in any capacity in any action, proceeding or investigation brought by the SEC against or involving the Company or in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction Documents (other than as a result of a breach of the Investor’s representations and warranties set forth in this Agreement), or if this Investor is impleaded in any such action, proceeding or investigation by any person, then in any such case, the Company will reimburse the Investor for its reasonable legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, as such expenses are incurred. In addition, other than with respect to any matter in which the Investor is a named party, the Company will pay to the Investor the charges, as reasonably determined by the Investor, for the time of any officers or employees of the Investor devoted to appearing and preparing to appear as witnesses, assisting in preparation for hearings, trials or pretrial matters, or otherwise with respect to inquiries, hearing, trials, and other proceedings relating to the subject matter of this Agreement. The reimbursement obligations of the Company under this section shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any affiliates of the Investor that are actually named in such action, proceeding or investigation, and partners, directors, agents, employees, attorneys, accountants, auditors and controlling persons (if any), as the case may be, of Investor and any such affiliate, and shall be binding upon and inure to the benefit of any successors of the Company, the Investor and any such affiliate and any such person. There will be no reimbursement if the proceeding or investigation is in respect of an alleged wrongdoing or fraud of the Investor.
Appears in 1 contract
Reimbursement. If (Ii) the Investor Investor, other than by reason of its gross negligence or willful misconduct, becomes involved in any capacity in any action, proceeding or investigation brought by any shareholder stockholder of the Company, in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction Documentsthis Purchase Agreement, or if the such Investor is impleaded in any such action, proceeding or investigation by any person Person, or (ii) the Investor, other than as a result by reason of a breach its gross negligence or willful misconduct or by reason of its trading of the Investor’s representations and warranties set forth Common Stock in this Agreement); a manner that is illegal under the federal securities laws or (II) the Investor other actions, becomes involved in any capacity in any action, proceeding or investigation brought by the SEC Commission against or involving the Company or in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction Documents (other than as a result of a breach of the Investor’s representations and warranties set forth in this Purchase Agreement), or if this the Investor is impleaded in any such action, proceeding or investigation by any personPerson, then in any such case, the Company will reimburse the Investor for its reasonable legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, as such expenses are incurred. In addition, other than with respect to any such matter in which the Investor is a named party, the Company will pay to the Investor the charges, as reasonably determined by the Investor, for the time of any officers or employees of the Investor devoted to appearing and preparing to appear as witnesses, assisting in preparation for hearings, trials or pretrial matters, or otherwise with respect to inquiries, hearing, trials, and other proceedings relating to the subject matter of this Agreement. The reimbursement obligations of the Company under this section paragraph shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any affiliates Affiliates of the Investor that Investors who are actually named in such action, proceeding or investigation, and partners, directors, agents, employees, attorneys, accountants, auditors employees and controlling persons (if any), as the case may be, of Investor the Investors and any such affiliateAffiliate, and shall be binding upon and inure to the benefit of any successors successors, assigns, heirs and personal representatives of the Company, the Investor Investors and any such affiliate Affiliate and any such personPerson. The Company also agrees that neither the Investor nor any such Affiliate, partners, directors, agents, employees or controlling persons shall have any liability to the Company or any person asserting claims on behalf of or in right of the Company in connection with or as a result of the consummation of the transactions contemplated by this Purchase Agreement except to the extent that any losses, claims, damages, liabilities or expenses incurred by the Company result from the gross negligence or willful misconduct of the Investor or any such Affiliate. The Company further agrees to reimburse the Investor for its reasonable attorney's fees in connection with the negotiation and execution of this Purchase Agreement in an amount not to exceed an aggregate amount of $7,500.
Appears in 1 contract
Samples: Common Stock and Warrant Purchase Agreement (Xybernaut Corp)
Reimbursement. If (Ii) the Investor Investor, other than by reason of its gross negligence or willful misconduct, becomes involved in any capacity in any action, proceeding or investigation brought by any shareholder of the Company, in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction Documents, or if the Investor is impleaded in any such action, proceeding or investigation by any person (other than as a result of a breach of the Investor’s 's representations and warranties set forth in this Agreement); or (IIii) the Investor Investor, other than by reason of its gross negligence or willful misconduct, becomes involved in any capacity in any action, proceeding or investigation brought by the SEC against or involving the Company or in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction Documents (other than as a result of a breach of the Investor’s 's representations and warranties set forth in this Agreement), or if this Investor is impleaded in any such action, proceeding or investigation by any person, then in any such case, the Company will reimburse the Investor for its reasonable legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, as such expenses are incurred. In addition, other than with respect to any matter in which the Investor is a named party, the Company will pay to the Investor the charges, as reasonably determined by the Investor, for the time of any officers or employees of the Investor devoted to appearing and preparing to appear as witnesses, assisting in preparation for hearings, trials or pretrial matters, or otherwise with respect to inquiries, hearing, trials, and other proceedings relating to the subject matter of this Agreement. The reimbursement obligations of the Company under this section shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any affiliates of the Investor that are actually named in such action, proceeding or investigation, and partners, directors, agents, employees, attorneys, accountants, auditors and controlling persons (if any), as the case may be, of Investor and any such affiliate, and shall be binding upon and inure to the benefit of any successors of the Company, the Investor and any such affiliate and any such person.
Appears in 1 contract
Reimbursement. If (Ii) the Investor any Buyer, other than by reason of its gross negligence or willful misconduct, becomes involved in any capacity in any action, proceeding or investigation brought by any shareholder stockholder of the Company, in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction Documents, or if the Investor such Buyer is impleaded in any such action, proceeding or investigation by any person Person, or (ii) any Buyer, other than as a result by reason of a breach its gross negligence or willful misconduct or by reason of its trading of the Investor’s representations and warranties set forth Common Stock in this Agreement); or (II) a manner that is illegal under the Investor federal securities laws, becomes involved in any capacity in any action, proceeding or investigation brought by the SEC against or involving the Company or in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction Documents (other than as a result of a breach of the Investor’s representations and warranties set forth in this Agreement)Documents, or if this Investor such Buyer is impleaded in any such action, proceeding or investigation by any personPerson, then in any such case, the Company will reimburse the Investor such Buyer for its reasonable legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, as such expenses are incurred. In addition, other than with respect to any matter in which the Investor such Buyer is a named party, the Company will pay to the Investor such Buyer the charges, as reasonably determined by the Investorsuch Buyer, for the time of any officers or employees of the Investor such Buyer devoted to appearing and preparing to appear as witnesses, assisting in preparation for hearings, trials or pretrial matters, or otherwise with respect to inquiries, hearing, trials, and other proceedings relating to the subject matter of this Agreement. The reimbursement obligations of the Company under this section paragraph shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any affiliates of the Investor that are actually named in such action, proceeding or investigation, and partners, directors, agents, employees, attorneys, accountants, auditors and controlling persons (if any), as the case may be, of Investor and any such affiliate, and shall be binding upon and inure to the benefit of any successors of the Company, the Investor and any such affiliate and any such person.same
Appears in 1 contract
Reimbursement. If (I) the Investor becomes involved in any capacity in any action, proceeding or investigation brought by any shareholder of the Company, in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction Documents, or if the Investor is impleaded in any such action, proceeding or investigation by any person (other than as a result of a breach of the Investor’s representations and warranties set forth in this Agreement); or (II) the Investor becomes involved in any capacity in any action, proceeding or investigation brought by the SEC against or involving the Company (unless the Company is involved in the action, proceeding or investigation as a witness only) or in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction Documents (other than as a result of a breach of the Investor’s covenants,representations and warranties set forth in this Agreement), or if this Investor is impleaded in any such action, proceeding or investigation by any person, then in any such case, the Company will reimburse the Investor for its actual, reasonable legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, as such expenses are incurred. In addition, other than with respect to any matter in which the Investor is a named party, the Company will pay to the Investor the charges, as reasonably determined by the Investor, for the time of any officers or employees of the Investor devoted to appearing and preparing to appear as witnesses, assisting in preparation for hearings, trials or pretrial matters, or otherwise with respect to inquiries, hearing, trials, and other proceedings relating to the subject matter of this Agreement. The reimbursement obligations of the Company under this section shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any affiliates of the Investor that are actually named in such action, proceeding or investigation, and partners, directors, agents, employees, attorneys, accountants, auditors and controlling persons (if any), as the case may be, of Investor and any such affiliate, and shall be binding upon and inure to the benefit of any successors of the Company, the Investor and any such affiliate and any such person. However, in all events, if the Investor is found to be guilty of violations of the federal or state securities laws (or pleads “no contest” or other similar plea or settles an investigation or pleading without a specific finding of liability but is still subject to civil or criminal liability), the Company will have no responsibility to pay any of the Investor’s fees and expenses regardless of whether or not the Company is or is also found to have liability.
Appears in 1 contract
Samples: Investment Agreement (Freeseas Inc.)
Reimbursement. If (Ii) the Investor becomes involved in any capacity in any action, proceeding or investigation brought by any shareholder of the Company, in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction Documents, or if the Investor is impleaded in any such action, proceeding or investigation by any person (other than as a result of a breach of the Investor’s 's representations and warranties set forth in this Agreement); or (IIii) the Investor becomes involved in any capacity in any action, proceeding or investigation brought by the SEC against or involving the Company or in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction Documents (other than as a result of a breach of the Investor’s 's representations and warranties set forth in this Agreement), or if this Investor is impleaded in any such action, proceeding or investigation by any person, then in any such case, the Company will reimburse the Investor for its reasonable legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, as such expenses are incurred. In addition, other than with respect to any matter in which the Investor is a named party, the Company will pay to the Investor the charges, as reasonably determined by the Investor, for the time of any officers or employees of the Investor devoted to appearing and preparing to appear as witnesses, assisting in preparation for hearings, trials or pretrial matters, or otherwise with respect to inquiries, hearing, trials, and other proceedings relating to the subject matter of this Agreement. The reimbursement obligations of the Company under this section shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any affiliates of the Investor that are actually named in such action, proceeding or investigation, and partners, directors, agents, employees, attorneys, accountants, auditors and controlling persons (if any), as the case may be, of Investor and any such affiliate, and shall be binding upon and inure to the benefit of any successors of the Company, the Investor and any such affiliate and any such person. The Company shall likewise be protected if any action, proceeding or investigation is brought about through an act of the Investor.
Appears in 1 contract
Samples: Investment Agreement (Compumed Inc)
Reimbursement. If (Ii) the Investor Investor, other than by reason of its gross negligence or willful misconduct, becomes involved in any capacity in any action, proceeding or investigation brought by any shareholder stockholder of the Company, in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction Documents, or if the Investor is impleaded in any such action, proceeding or investigation by any person or entity, or (ii) the Investor, other than as a result by reason of a breach its gross negligence or willful misconduct or by reason of its trading of the Investor’s representations and warranties set forth Common Stock in this Agreement); or (II) the Investor a manner that is illegal under applicable securities laws, becomes involved in any capacity in any action, proceeding or investigation brought by the SEC against or involving the Company or in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction Documents (other than as a result of a breach of the Investor’s representations and warranties set forth in this Agreement)Documents, or if this the Investor is impleaded in any such action, proceeding or investigation by any personperson or entity, then in any such case, the Company will reimburse the Investor for its reasonable legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, as such expenses are incurred. In addition, other than with respect to any matter in which the Investor is a named (final 10-15-01) second amended & restated investment agmt.doc 34 party, the Company will pay to the Investor the charges, as reasonably determined by the Investor, for the time of any officers or employees of the Investor devoted to appearing and preparing to appear as witnesses, assisting in preparation for hearingshearing, trials or pretrial matters, or otherwise with respect to inquiries, hearing, trials, and other proceedings relating to the subject matter of this Agreement. The reimbursement obligations of the Company under this section paragraph shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any affiliates Affiliates of the Investor that who are actually named in such action, proceeding or investigation, and partners, directors, agents, employees, attorneys, accountants, auditors employees and controlling persons (if any), as the case may be, of the Investor and any such affiliateAffiliate, and shall be binding upon and inure to the benefit of any successors successors, assigns, heirs and personal representatives of the Company, the Investor and any such affiliate Affiliate and any such person.person or entity. The Company also agrees that neither any the Investor nor any such Affiliate, partners, directors, agents, employees or controlling persons shall have any liability to the Company or any person asserting claims on behalf of or in right of the Company in connection with or as a result of the consummation of the Transaction Documents except to the extent that any losses, claims, damages, liabilities or expenses incurred by the Company result from the gross negligence or willful misconduct of the Investor or any inaccuracy in any representation or warranty of the Investor contained herein or any breach by the Investor of any of the provisions hereof. (final 10-15-01) second amended & restated investment agmt.doc 35
Appears in 1 contract
Samples: Investment Agreement (Timebeat Com Enterprises Inc /)
Reimbursement. (i) If (I) the Investor any Investor, other than by reason of its gross negligence or willful misconduct, becomes involved in any capacity in any action, proceeding or investigation brought by any shareholder stockholder of the Company, in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction Documents, or if the such Investor is impleaded in any such action, proceeding or investigation by any person Person, or (ii) any Investor, other than as a result by reason of a breach its gross negligence or willful misconduct or by reason of its trading of the Investor’s representations and warranties set forth Common Stock in this Agreement); or (II) a manner that is illegal under the Investor federal securities laws, becomes involved in any capacity in any action, proceeding or investigation brought by the SEC against or involving the Company or in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction Documents (other than as a result of a breach of the Investor’s representations and warranties set forth in this Agreement)Documents, or if this such Investor is impleaded in any such action, proceeding or investigation by any personPerson, then in any such case, the Company will reimburse the such Investor for its reasonable legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, as such expenses are incurred. In addition, other than with respect to any matter in which the such Investor is a named party, the Company will pay to the such Investor the charges, as reasonably determined by the such Investor, for the time of any officers or employees of the such Investor devoted to appearing and preparing to appear as witnesses, assisting in preparation for hearings, trials or pretrial matters, or otherwise with respect to inquiries, hearing, trials, and other proceedings relating to the subject matter of this Agreement. The reimbursement obligations of the Company under this section paragraph shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any affiliates Affiliates of the Investor that who are actually named in such action, action ,proceeding or investigation, and partners, directors, agents, employees, attorneys, accountants, auditors employees and controlling persons (if any), as the case may be, of the Investor and any such affiliateAffiliate, and shall be binding upon and inure to the benefit of any successors successors, assigns, heirs and personal representatives of the Company, the Investor and any such affiliate Affiliate and any such personPerson. The Company also agrees that neither any Investor nor any such Affiliate, partners, directors, agents, employees or controlling persons shall have any liability to the Company or any person asserting claims on behalf of or in right of the Company in connection with or as a result of the consummation of the Transaction Documents except to the extent that any losses, claims, damages, liabilities or expenses incurred by the Company result from the gross negligence or willful misconduct of such Investor.
Appears in 1 contract
Samples: Private Equity Credit Agreement (Skybridge Wireless Inc)
Reimbursement. If (Ii) the Investor becomes Purchasers, other than by reason of their gross negligence or willful misconduct, become involved in any capacity in any action, proceeding or investigation brought by any shareholder of the Company, in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction Documents, or if the Investor is Purchasers are impleaded in any such action, proceeding or investigation by any person person, or (ii) the Purchasers, other than as a result by reason of a breach their gross negligence or willful misconduct or by reason of their trading of the Investor’s representations and warranties set forth Common Stock in this Agreement); or (II) a manner that is illegal under the Investor becomes federal securities laws, become involved in any capacity in any action, proceeding or investigation brought by the SEC against or involving the Company or in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction Documents (other than as a result of a breach of the Investor’s representations and warranties set forth in this Agreement)Documents, or if this Investor is the Purchasers are impleaded in any such action, proceeding or investigation by any person, then in any such case, the Company will reimburse the Investor Purchasers for its their reasonable legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, as such expenses are incurred. In addition, other than with respect to any matter in which the Investor is a Purchasers are named partyparties, the Company will pay to the Investor Purchasers the charges, as reasonably determined by the InvestorPurchasers, for the time of any officers or employees of the Investor Purchasers devoted to appearing and preparing to appear as witnesses, assisting in preparation for hearings, trials or pretrial matters, or otherwise with respect to inquiries, hearing, trials, and other proceedings relating to the subject matter of this Agreement. The reimbursement obligations of the Company under this section Section 8.8 shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any affiliates of the Investor Purchasers that are actually named in such action, proceeding or investigation, and partners, directors, agents, employees, attorneys, accountants, auditors employees and controlling persons (if any), as the case may be, of Investor the Purchasers and any such affiliate, and shall be binding upon and inure to the benefit of any successors successors, assigns, heirs and personal representatives of the Company, the Investor Purchasers and any such affiliate and any such person.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Avanir Pharmaceuticals)
Reimbursement. If (Ii) the Investor any Purchaser, other than by reason of its gross negligence or willful misconduct, becomes involved in any capacity in any action, proceeding or investigation brought by any shareholder stockholder of the Company, in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction Documents, or if the Investor is such Purchaser impleaded in any such action, proceeding or investigation by any person Person or (ii) any Purchaser, other than as a result by reason of a breach its gross negligence or willful misconduct or by reason of its trading of the Investor’s representations and warranties set forth Common Stock in this Agreement); or (II) a manner that is illegal under the Investor federal securities laws, becomes involved in any capacity in any action, proceeding or investigation brought by the SEC Commission against or involving the Company or in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction Documents (other than as a result of a breach of the Investor’s representations and warranties set forth in this Agreement)Documents, or if this Investor such Purchaser is impleaded in any such action, proceeding or investigation by any personPerson, then in any such case, the Company will reimburse the Investor such Purchaser for its reasonable legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, as such expenses are incurred. In addition, other than with respect to any matter in which the Investor such Purchaser is a named party, the Company will pay to the Investor such Purchaser the charges, as reasonably determined by the Investorsuch Purchaser, for the time of any officers or employees of the Investor such Purchaser devoted to appearing and preparing to appear as witnesses, assisting in preparation for hearings, trials or pretrial matters, or otherwise with respect to inquiries, hearinghearings, trials, and other proceedings relating to the subject matter of this Agreement. The reimbursement obligations of the Company under this section paragraph shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any affiliates Affiliates of the Investor that Purchasers who are actually named in such action, proceeding or investigation, and partners, directors, agents, employees, attorneys, accountants, auditors employees and controlling persons (if any), as the case may be, of Investor the Purchasers and any such affiliateAffiliate, and shall be binding upon and inure to the benefit of any successors successors, assigns, heirs and personal representatives of the Company, the Investor Purchasers and any such affiliate Affiliate and any such personPerson. The Company also agrees that neither any Purchaser nor any such Affiliates, partners, directors, agents, employees or controlling persons shall have any liability to the Company or any person asserting claims on behalf of or in right of the Company in connection with or as a result of the consummation of the Transaction Documents except to the extent that any losses, claims, damages, liabilities or expenses incurred by the Company result from the gross negligence or willful misconduct of such Purchaser.
Appears in 1 contract
Samples: Securities Purchase Agreement (Allou Health & Beauty Care Inc)
Reimbursement. If (Ii) the Investor any Investor, other than by reason of its gross negligence or willful misconduct, becomes involved in any capacity in any action, proceeding or investigation brought by any shareholder stockholder of the Company, in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction Documents, or if the such Investor is impleaded in any such action, proceeding or investigation by any person Person, or (ii) any Investor, other than as a result by reason of a breach its gross negligence or willful misconduct or by reason of its trading of the Investor’s representations and warranties set forth Common Stock in this Agreement); or (II) a manner that is illegal under the Investor federal securities laws, becomes involved in any capacity in any action, proceeding or investigation brought by the SEC (other than any action, proceeding or investigation in which the Investor is the primary target) against or involving the Company or in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction Documents (other than as a result of a breach of the Investor’s representations and warranties set forth in this Agreement)Agreements, or if this such Investor is impleaded in any such action, proceeding or investigation by any personPerson, then in any such case, the Company will reimburse the such Investor for its reasonable legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, as such expenses are incurred. In addition, other than with respect to any matter in which the such Investor is a named party, the Company will pay to the such Investor the charges, as reasonably determined by the such Investor, for the time of any officers or employees of the such Investor devoted to appearing and preparing to appear as witnesses, assisting in preparation for hearings, trials or pretrial matters, or otherwise with respect to inquiries, hearing, trials, and other proceedings relating to the subject matter of this Agreement. The reimbursement obligations of the Company under this section paragraph shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any affiliates Affiliates of the Investor that who are actually named in such action, proceeding or investigation, and partners, directors, agents, employees, attorneys, accountants, auditors employees and controlling persons (if any), as the case may be, of the Investor and any such affiliateAffiliate, and shall be binding upon and inure to the benefit of any successors successors, assigns, heirs and personal representatives of the Company, the Investor and any such affiliate Affiliate and any such personPerson. The Company also agrees that neither any Investor nor any such Affiliate, partners, directors, agents, employees or controlling persons shall have any liability to the Company or any person asserting claims on behalf of or in right of the Company in connection with or as a result of the consummation of the Transaction Agreements except to the extent that any losses, claims, damages, liabilities or expenses incurred by the Company result from the gross negligence or willful misconduct of such Investor.
Appears in 1 contract
Samples: Private Equity Credit Agreement (Markland Technologies Inc)
Reimbursement. If (Ii) the Investor Investor, other than by reason of its gross negligence or willful misconduct, becomes involved in any capacity in any action, proceeding or investigation brought by any shareholder stockholder of the Company, in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction Documents, or if the Investor is impleaded in any such action, proceeding or investigation by any person or entity, or (ii) the Investor, other than as a result by reason of a breach of the Investor’s representations and warranties set forth in this Agreement); its gross negligence or (II) the Investor willful misconduct, becomes involved in any capacity in any action, proceeding or investigation brought by the SEC against or involving the Company or in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction Documents (other than as a result of a breach of the Investor’s representations and warranties set forth in this Agreement)Documents, or if this the Investor is impleaded in any such action, proceeding or investigation by any personperson or entity, then in any such case, the Company will reimburse the Investor for its reasonable legal and other expenses (including the cost of any investigation and preparationpreparation ) incurred in connection therewith, as such expenses are incurred. In addition, other than with respect to any matter in which the Investor is a named party, the Company will pay to the Investor the charges, as reasonably determined by the Investor, for the time of any officers or employees of the Investor devoted to appearing and preparing to appear as witnesses, assisting in preparation for hearingshearing, trials or pretrial matters, or otherwise with respect to inquiries, hearing, trials, and other proceedings relating to the subject matter of this Agreement. The reimbursement obligations of the Company under this section paragraph shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any affiliates Affiliates of the Investor that who are actually named in such action, proceeding or investigation, and partners, directors, agents, employees, attorneys, accountants, auditors employees and controlling persons (if any), as the case may be, of the Investor and any such affiliateAffiliate, and shall be binding upon and inure to the benefit of any successors successors, assigns, heirs and personal representatives of the Company, the Investor and any such affiliate Affiliate and any such personperson or entity. The Company also agrees that neither the Investor nor any such Affiliate, partners, directors, agents, employees or controlling persons shall have any liability to the Company or any person asserting claims on behalf of or in right of the Company in connection with or as a result of the consummation of the Transaction Documents except to the extent that any losses, claims, damages, liabilities or expenses incurred by the Company result from the gross negligence or willful misconduct of the Investor or any inaccuracy in any representation or warranty of the Investor contained herein or any breach by the Investor of any of the provisions hereof.
Appears in 1 contract
Reimbursement. If (Ii) the Investor Holder, other than by reason of its gross negligence or willful misconduct, becomes involved in any capacity in any action, proceeding or investigation brought by any shareholder of the Company, in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction Documents, or if the Investor Holder is impleaded in any such action, proceeding or investigation by any person person, or (ii) Holder, other than as a result by reason of a breach its gross negligence or willful misconduct or by reason of its trading of the Investor’s representations and warranties set forth Common Stock in this Agreement); or (II) a manner that is illegal under the Investor federal securities laws, becomes involved in any capacity in any action, proceeding or investigation brought by the SEC against or involving the Company or in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction Documents (other than as a result of a breach of the Investor’s representations and warranties set forth in this Agreement)Documents, or if this Investor Holder is impleaded in any such action, proceeding or investigation by any person, then in any such case, the Company will reimburse the Investor Holder for its reasonable legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, as such expenses are incurred. In addition, other than with respect to any matter in which the Investor Holder is a named party, the Company will pay to the Investor Holder the charges, as reasonably determined by the InvestorHolder, for the time of any officers or employees of the Investor Holder devoted to appearing and preparing to appear as witnesses, assisting in preparation for hearings, trials or pretrial matters, or otherwise with respect to inquiries, hearing, trials, and other proceedings relating to the subject matter of this Subscription Agreement. The reimbursement obligations of the Company under this section shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any affiliates of the Investor Holder that are actually named in such action, proceeding or investigation, and partners, directors, agents, employees, attorneys, accountants, auditors and controlling persons (if any), as the case may be, of Investor and any such affiliate, and shall be binding upon and inure to the benefit of any successors of the Company, the Investor and any such affiliate and any such person.,
Appears in 1 contract
Reimbursement. If (Ii) the Investor any Buyer, other than by reason of its gross negligence or willful misconduct, becomes involved in any capacity in any action, proceeding or investigation brought by any shareholder stockholder of the Company, in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction DocumentsAgreements, or if the Investor such Buyer is impleaded in any such action, proceeding or investigation by any person Person, or (ii) any Buyer, other than as a result by reason of a breach its gross negligence or willful misconduct or by reason of its trading of the Investor’s representations and warranties set forth Common Stock in this Agreement); or (II) a manner that is illegal under the Investor federal securities laws, becomes involved in any capacity in any action, proceeding or investigation brought by the SEC against or involving the Company or in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction Documents (other than as a result of a breach of the Investor’s representations and warranties set forth in this Agreement)Agreements, or if this Investor such Buyer is impleaded in any such action, proceeding or investigation by any personPerson, then in any such case, the Company will reimburse the Investor such Buyer for its reasonable legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, as such expenses are incurred. In addition, other than with respect to any matter in which the Investor is a named party, the Company will pay to the Investor the charges, as reasonably determined by the Investor, for the time of any officers or employees of the Investor devoted to appearing and preparing to appear as witnesses, assisting in preparation for hearings, trials or pretrial matters, or otherwise with respect to inquiries, hearing, trials, and other proceedings relating to the subject matter of this Agreement. The reimbursement obligations of the Company under this section paragraph shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any affiliates Affiliates of the Investor that Buyers who are actually named in such action, proceeding or investigation, and partners, directors, agents, employees, attorneys, accountants, auditors employees and controlling persons (if any), as the case may be, of Investor the Buyers and any such affiliateAffiliate, and shall be binding upon and inure to the benefit of any successors successors, assigns, heirs and personal representatives of the Company, the Investor Buyers and any such affiliate Affiliate and any such personPerson. The Company also agrees that neither any Buyer nor any such Affiliate, partners, directors, agents, employees or controlling persons shall have any liability to the Company or any person asserting claims on behalf of or in right of the Company in connection with or as a result of the consummation of the Transaction Agreements except to the extent that any losses, claims, damages, liabilities or expenses incurred by the Company result from the gross negligence or willful misconduct of such Buyer.
Appears in 1 contract
Samples: Securities Purchase Agreement (Natural Health Trends Corp)
Reimbursement. If (Ii) the Investor Investor, other than by reason of its gross negligence or willful misconduct, or an Event becomes involved in any capacity in any action, proceeding or investigation brought by any shareholder stockholder of the Company, in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction Documents, or if the Investor is impleaded in any such action, proceeding or investigation by any person or entity, or (ii) the Investor, other than as a result by reason of a breach of the Investor’s representations and warranties set forth in this Agreement); its gross negligence or (II) the Investor willful misconduct, becomes involved in any capacity in any action, proceeding or investigation brought by the SEC against or involving the Company or in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction Documents (other than as a result of a breach of the Investor’s representations and warranties set forth in this Agreement)Documents, or if this the Investor is impleaded in any such action, proceeding or investigation by any personperson or entity, then in any such case, the Company will reimburse the Investor for its reasonable legal and other expenses (including the cost of any investigation and preparationpreparation ) incurred in connection therewith, as such expenses are incurred. In addition, other than with respect to any matter in which the Investor is a named party, the Company will pay to the Investor the charges, as reasonably determined by the Investor, for the time of any officers or employees of the Investor devoted to appearing and preparing to appear as witnesses, assisting in preparation for hearingshearing, trials or pretrial matters, or otherwise with respect to inquiries, hearing, trials, and other proceedings relating to the subject matter of this Agreement. The reimbursement obligations of the Company under this section paragraph shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any affiliates Affiliates of the Investor that who are actually named in such action, proceeding or investigation, and partners, directors, agents, employees, attorneys, accountants, auditors employees and controlling persons (if any), as the case may be, of the Investor and any such affiliateAffiliate, and shall be binding upon and inure to the benefit of any successors successors, assigns, heirs and personal representatives of the Company, the Investor and any such affiliate Affiliate and any such personperson or entity. The Company also agrees that neither any the Investor nor any such Affiliate, partners, directors, agents, employees or controlling persons shall have any liability to the Company or any person asserting claims on behalf of or in right of the Company in connection with or as a result of the consummation of the Transaction Documents except to the extent that any losses, claims, damages, liabilities or expenses incurred by the Company result from the gross negligence or willful misconduct of the Investor or any Event.
Appears in 1 contract
Reimbursement. If (Ii) the Investor Investor, other than by reason of its gross negligence or willful misconduct, becomes involved in any capacity in any action, proceeding or investigation brought by any shareholder of the Company, in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction Documents, or if the Investor is impleaded or becomes involved in any capacity in any such action, proceeding or investigation by any person person, or (ii) Investor, other than as a result by reason of a breach its gross negligence or willful misconduct or by reason of its trading of the Investor’s representations and warranties set forth Convertible Preferred Stock or Common Stock in this Agreement); or (II) a manner that is illegal under the Investor federal securities laws, becomes involved in any capacity in any action, proceeding or investigation brought by the SEC against or involving the Company or in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction Documents (other than as a result of a breach of the Investor’s representations and warranties set forth in this Agreement)Documents, or if this Investor is impleaded in any such action, proceeding or investigation by any person, then in any such case, the Company will reimburse the Investor for its reasonable legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, as such expenses are incurred. In addition, other than with respect to any matter in which the Investor is a named party, the Company will pay to the Investor the charges, as reasonably determined by the Investor, for the time of any officers or employees of the Investor devoted to appearing and preparing to appear as witnesses, assisting in preparation for hearings, trials or pretrial matters, or otherwise with respect to inquiries, hearing, trials, and other proceedings relating to the subject matter of this Agreement. The reimbursement obligations of the Company under this section shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any affiliates of the Investor that are actually named in such action, proceeding or investigation, and partners, directors, agents, employees, attorneys, accountants, auditors employees and controlling persons (if any), as the case may be, of Investor and any such affiliate, and shall be binding upon and inure to the benefit of any successors successors, assigns, heirs and personal representatives of the Company, the Investor and any such affiliate and any such person.
Appears in 1 contract
Samples: Private Equity Credit Agreement (Henley Healthcare Inc)
Reimbursement. If (Ii) the Investor Investor, other than by reason of its negligence or willful misconduct, becomes involved in any capacity in any action, proceeding or investigation brought by any shareholder stockholder of the Company, in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction Documents, or if the Investor is impleaded in any such action, proceeding or investigation by any person or entity, or (ii) the Investor, other than as a result by reason of a breach its negligence or willful misconduct or by reason of its trading of the Investor’s representations and warranties set forth Common Stock in this Agreement); or (II) the Investor a manner that is illegal under applicable securities laws, becomes involved in any capacity in any action, proceeding or investigation brought by the SEC against or involving the Company or in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction Documents (other than as a result of a breach of the Investor’s representations and warranties set forth in this Agreement)Documents, or if this the Investor is impleaded in any such action, proceeding or investigation by any personperson or entity, then in any such case, the Company will reimburse the Investor for its reasonable legal and other expenses (including the cost of any investigation and preparationpreparation ) incurred in connection therewith, as such expenses are incurred. In addition, other than with respect to any matter in which the Investor is a named party, the Company will pay to the Investor the charges, as reasonably determined by the Investor, for the time of any officers or employees of the Investor devoted to appearing and preparing to appear as witnesses, assisting in preparation for hearingshearing, trials or pretrial matters, or otherwise with respect to inquiries, hearing, trials, and other proceedings relating to the subject matter of this Agreement. The reimbursement obligations of the Company under this section paragraph shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any affiliates Affiliates of the Investor that who are actually named in such action, proceeding or investigation, and partners, directors, agents, employees, attorneys, accountants, auditors employees and controlling persons (if any), as the case may be, of the Investor and any such affiliateAffiliate, and shall be binding upon and inure to the benefit of any successors successors, assigns, heirs and personal representatives of the Company, the Investor and any such affiliate Affiliate and any such person.person or entity. The Company also agrees that neither any Investor nor any such Affiliate, partners, directors, agents, employees or controlling persons shall have any liability to the Company or any person asserting claims on behalf of or in right of the Company in connection with or as a result of the consummation of the Transaction Documents except to the extent that any losses, claims, damages, liabilities or expenses incurred by the Company result from the negligence or willful misconduct of the Investor or any inaccuracy in any representation or warranty of the Investor contained herein or any breach by the Investor of any of the provisions hereof. [INTENTIONALLY LEFT BLANK]
Appears in 1 contract
Reimbursement. If (Ia) the Investor becomes involved in any capacity in any action, proceeding or investigation brought by any shareholder of the Company, in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction Documentsthis Agreement, or if the Investor is impleaded in any such action, proceeding or investigation by any person (other than as a result of a breach of the Investor’s representations and warranties set forth in this Agreement); , or (IIb) the Investor becomes involved in any capacity in any action, proceeding or investigation brought by the SEC against or involving the Company or in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction Documents this Agreement (other than as a result of a breach of the Investor’s representations and warranties set forth in this Agreement), or if this Investor is impleaded in any such action, proceeding or investigation by any person, then in any such case, the Company will reimburse the Investor for its reasonable legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, as such expenses are incurred. In addition, other than with respect to any matter in which the Investor is a named party, the Company will pay to the Investor the charges, as reasonably determined by the Investor, for the time of any officers or employees of the Investor devoted to appearing and preparing to appear as witnesses, assisting in preparation for hearings, trials or pretrial matters, or otherwise with respect to inquiries, hearing, trials, and other proceedings relating to the subject matter of this Agreement. The reimbursement obligations of the Company under this section Section shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any affiliates of the Investor that are actually named in such action, proceeding or investigation, and partners, directors, agents, employees, attorneys, accountants, auditors and controlling persons (if any), as the case may be, of Investor and any such affiliate, and shall be binding upon and inure to the benefit of any successors of the Company, the Investor and any such affiliate and any such person.
Appears in 1 contract
Samples: Reserve Equity Financing Agreement (Global Earth Energy, Inc.)
Reimbursement. If (I) the Investor becomes involved in any capacity in any action, proceeding or investigation brought by any shareholder of the Company, in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction Documents, or if the Investor is impleaded in any such action, proceeding or investigation by any person (other than as a result of a breach of the Investor’s 's representations and warranties set forth in this Agreement); or (II) the Investor becomes involved in any capacity in any action, proceeding or investigation brought by the SEC against or involving the Company or in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction Documents (other than as a result of a breach of the Investor’s 's representations and warranties set forth in this Agreement), or if this Investor is impleaded in any such action, proceeding or investigation by any person, then in any such case, the Company will reimburse the Investor for its reasonable legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, as such expenses are incurred. In addition, other than with respect to any matter in which the Investor is a named party, the Company will pay to the Investor the charges, as reasonably determined by the Investor, for the time of any officers or employees of the Investor devoted to appearing and preparing to appear as witnesses, assisting in preparation for hearings, trials or pretrial matters, or otherwise with respect to inquiries, hearing, trials, and other proceedings relating to the subject matter of this Agreement. The reimbursement obligations of the Company under this section shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any affiliates of the Investor that are actually named in such action, proceeding or investigation, and partners, directors, agents, employees, attorneys, accountants, auditors and controlling persons (if any), as the case may be, of Investor and any such affiliate, and shall be binding upon and inure to the benefit of any successors of the Company, the Investor and any such affiliate and any such person. If any action is initiated against the Company as a result of actions by the Investor, the Investor agrees to reimburse the Company to the same extent that the Company is obligated to reimburse the Investor as set forth above.
Appears in 1 contract
Reimbursement. If (I) the Investor becomes involved in any capacity in any action, proceeding or investigation brought by any shareholder of the Company, in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction Documents, or if the Investor is impleaded in any such action, proceeding or investigation by any person (other than as a result of a breach of the Investor’s 's representations and warranties set forth in this Agreement); or (II) the Investor II)Investor becomes involved in any capacity in any action, proceeding or investigation brought by the SEC against or involving the Company or in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction Documents (other than as a result of a breach of the Investor’s 's representations and warranties set forth in this Agreement), or if this Investor is impleaded in any such action, proceeding or investigation by any person, then in any such case, the Company will reimburse the Investor for its reasonable legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, as such expenses are incurred. In addition, other than with respect to any matter in which the Investor is a named party, the Company will pay to the Investor the charges, as reasonably determined by the Investor, for the time of any officers or employees of the Investor devoted to appearing and preparing to appear as witnesses, assisting in preparation for hearings, trials or pretrial matters, or otherwise with respect to inquiries, hearing, trials, and other proceedings relating to the subject matter of this Agreement. The reimbursement obligations of the Company under this section shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any affiliates of the Investor that are actually named in such action, proceeding or investigation, and partners, directors, agents, employees, attorneys, accountants, auditors and controlling persons (if any), as the case may be, of Investor and any such affiliate, and shall be binding upon and inure to the benefit of any successors of the Company, the Investor and any such affiliate and any such person.
Appears in 1 contract
Samples: Investment Agreement (Universal Detection Technology)
Reimbursement. If (Ii) the Investor Purchaser, other than by reason of its gross negligence or willful misconduct, becomes involved in any capacity in any action, proceeding or investigation brought by any shareholder of the Company, in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction Documents, or if the Investor Purchaser is impleaded in any such action, proceeding or investigation by any person person, or (ii) Purchaser, other than as a result by reason of a breach its gross negligence or willful misconduct or by reason of its trading of the Investor’s representations and warranties set forth Common Stock in this Agreement); or (II) a manner that is illegal under the Investor federal securities laws, becomes involved in any capacity in any action, proceeding or investigation brought by the SEC against or involving the Company or in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction Documents (other than as a result of a breach of the Investor’s representations and warranties set forth in this Agreement)Documents, or if this Investor Purchaser is impleaded in any such action, proceeding or investigation by any person, then in any such case, the Company will reimburse the Investor Purchaser for its reasonable legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, as such expenses are incurred. In addition, other than with respect to any matter in which the Investor Purchaser is a named party, the Company will pay to the Investor Purchaser the charges, as reasonably determined by the InvestorPurchaser, for the time of any officers or employees of the Investor Purchaser devoted to appearing and preparing to appear as witnesses, assisting in preparation for hearings, trials or pretrial matters, or otherwise with respect to inquiries, hearing, trials, and other proceedings relating to the subject matter of this Agreement. The reimbursement obligations of the Company under this section Section 8.8 shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any affiliates of the Investor Purchaser that are actually named in such action, proceeding or investigation, and partners, directors, agents, employees, attorneys, accountants, auditors employees and controlling persons (if any), as the case may be, of Investor Purchaser and any such affiliate, and shall be binding upon and inure to the benefit of any successors successors, assigns, heirs and personal representatives of the Company, the Investor Purchaser and any any/ such affiliate and any such person.
Appears in 1 contract
Reimbursement. If (Ii) the Investor Investor, other than by reason of its gross negligence or willful misconduct, becomes involved in any capacity in any action, proceeding or investigation brought by any shareholder stockholder of the Company, in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction Documents, or if the Investor is impleaded in any such action, proceeding or investigation by any person or entity, or (ii) the Investor, other than as a result by reason of a breach its gross negligence or willful misconduct or by reason of its trading of the Investor’s representations and warranties set forth Common Stock in this Agreement); or (II) the Investor a manner that is illegal under applicable securities laws, becomes involved in any capacity in any action, proceeding or investigation brought by the SEC against or involving the Company or in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction Documents (other than as a result of a breach of the Investor’s representations and warranties set forth in this Agreement)Documents, or if this the Investor is impleaded in any such action, proceeding or investigation by any personperson or entity, then in any such case, the Company will reimburse the Investor for its reasonable legal and other expenses (including the cost of any investigation and preparationpreparation ) incurred in connection therewith, as such expenses are incurred. In addition, other than with respect to any matter in which the Investor is a named party, the Company will pay to the Investor the charges, as reasonably determined by the Investor, for the time of any officers or employees of the Investor devoted to appearing and preparing to appear as witnesses, assisting in preparation for hearingshearing, trials or pretrial matters, or otherwise with respect to inquiries, hearing, trials, and other proceedings relating to the subject matter of this Agreement. The reimbursement obligations of the Company under this section paragraph shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any affiliates Affiliates of the Investor that who are actually named in such action, proceeding or investigation, and partners, directors, agents, employees, attorneys, accountants, auditors employees and controlling persons (if any), as the case may be, of the Investor and any such affiliateAffiliate, and shall be binding upon and inure to the benefit of any successors successors, assigns, heirs and personal representatives of the Company, the Investor and any such affiliate Affiliate and any such person.person or entity. The Company also agrees that neither any the Investor nor any such Affiliate, partners, directors, agents, employees or controlling persons shall have any liability to the Company or any person asserting claims on behalf of or in right of the Company in connection with or as a result of the consummation of the Transaction Documents except to the extent that any losses, claims, damages, liabilities or expenses incurred by the Company result from the gross negligence or willful misconduct of the Investor or any inaccuracy in any representation or warranty of the Investor contained herein or any breach by the Investor of any of the provisions hereof. [INTENTIONALLY LEFT BLANK] 41
Appears in 1 contract
Samples: Investment Agreement (Timebeat Com Enterprises Inc /)
Reimbursement. If (Ii) Investor, other than by reason of its gross negligence, willful misconduct or any untrue statement of material fact or failure to state a material fact in any registration statement or prospectus relating to the Investor or the proposed resale of any of the Shares, becomes involved in any capacity in any action, proceeding or investigation brought by any shareholder of the Company, in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction Documents, or if the Investor is impleaded in any such action, proceeding or investigation by any person person, or (ii) Investor, other than as by reason of its gross negligence, willful misconduct, any untrue statement of material fact or failure to state a result of a breach material fact in any registration statement or prospectus relating to the Investor or the proposed sale of the Investor’s representations and warranties set forth Shares or by reason of its trading of the Common Stock in this Agreement); or (II) a manner that is illegal under the Investor federal securities laws, becomes involved in any capacity in any action, proceeding or investigation brought by the SEC against or involving the Company or in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction Documents (other than as a result of a breach of the Investor’s representations and warranties set forth in this Agreement)Documents, or if this Investor is impleaded in any such action, proceeding or investigation by any person, then in any such case, the Company will reimburse the Investor for its reasonable legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, as such expenses are incurred. In addition, other than with respect to any matter in which the Investor is a named party, the Company will pay to the Investor the charges, as reasonably determined by the Investor, for the time of any officers or employees of the Investor devoted to appearing and preparing to appear as witnesses, assisting in preparation for hearings, trials or pretrial matters, or otherwise with respect to inquiries, hearing, trials, and other proceedings relating to the subject matter of this Agreement. The reimbursement obligations of the Company under this section shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any affiliates of the Investor that are actually named in such action, proceeding or investigation, and partners, directors, agents, employees, attorneys, accountants, auditors and controlling persons (if any), as the case may be, of Investor and any such affiliate, and shall be binding upon and inure to the benefit of any successors of the Company, the Investor and any such affiliate and any such person.
Appears in 1 contract
Reimbursement. If (Ii) the Investor Investor, other than by reason of its gross negligence or willful misconduct or by reason of its trading of the Common Stock in a manner that is illegal under applicable securities laws, becomes involved in any capacity in any action, proceeding or investigation brought by any shareholder stockholder of the Company, in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction Documents, or if the Investor is impleaded in any such action, proceeding or investigation by any person or entity, or (ii) the Investor, other than as a result by reason of a breach of the Investor’s representations and warranties set forth in this Agreement); its gross negligence or (II) the Investor willful misconduct, becomes involved in any capacity in any action, proceeding or investigation brought by the SEC against or involving the Company or in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction Documents (other than as a result of a breach of the Investor’s representations and warranties set forth in this Agreement)Documents, or if this the Investor is impleaded in any such action, proceeding or investigation by any personperson or entity, then in any such case, the Company will reimburse the Investor for its reasonable legal and other expenses (including the cost of any investigation and preparationpreparation ) incurred in connection therewith, as such expenses are incurred. In addition, other than with respect to any matter in which the Investor is a named party, the Company will pay to the Investor the charges, as reasonably determined by the Investor, for the time of any officers or employees of the Investor devoted to appearing and preparing to appear as witnesses, assisting in preparation for hearingshearing, trials or pretrial matters, or otherwise with respect to inquiries, hearing, trials, and other proceedings relating to the subject matter of this Agreement. The reimbursement obligations of the Company under this section paragraph shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any affiliates Affiliates of the Investor that who are actually named in such action, proceeding or investigation, and partners, directors, agents, employees, attorneys, accountants, auditors employees and controlling persons (if any), as the case may be, of the Investor and any such affiliateAffiliate, and shall be binding upon and inure to the benefit of any successors successors, assigns, heirs and personal representatives of the Company, the Investor and any such affiliate Affiliate and any such person.person or entity. The Company also agrees that neither the Investor nor any such Affiliate, partners, directors, agents, employees or controlling persons shall have any liability to the Company or any person asserting claims on behalf of or in right of the Company in connection with or as a result of the consummation of the E-Trend Networks (Final 9-18-01) Amended and Restated Investment Agre.doc Transaction Documents except to the extent that any losses, claims, damages, liabilities or expenses incurred by the Company result from the gross negligence or willful misconduct of the Investor or any inaccuracy in any representation or warranty of the Investor contained herein or any breach by the Investor of any of the provisions hereof. [INTENTIONALLY LEFT BLANK]
Appears in 1 contract
Reimbursement. If (Ii) the Investor Investor, other than by reason of its gross negligence or willful misconduct, becomes involved in any capacity in any action, proceeding or investigation brought by any shareholder stockholder of the Company, in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction Documentsthis Purchase Agreement, or if the such Investor is impleaded in any such action, proceeding or investigation by any person Person, or (ii) the Investor, other than as a result by reason of a breach its gross negligence or willful misconduct or by reason of its trading of the Investor’s representations and warranties set forth Common Stock in this Agreement); a manner that is illegal under the federal securities laws or (II) the Investor other actions, becomes involved in any capacity in any action, proceeding or investigation brought by the SEC Commission against or involving the Company or in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction Documents (other than as a result of a breach of the Investor’s representations and warranties set forth in this Purchase Agreement), or if this the Investor is impleaded in any such action, proceeding or investigation by any personPerson, then in any such case, the Company will reimburse the Investor for its reasonable legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, as such expenses are incurred. In addition, other than with respect to any such matter in which the Investor is a named party, the Company will pay to the Investor the charges, as reasonably determined by the Investor, for the time of any officers or employees of the Investor devoted to appearing and preparing to appear as witnesses, assisting in preparation for hearings, trials or pretrial matters, or otherwise with respect to inquiries, hearing, trials, and other proceedings relating to the subject matter of this Agreement. The reimbursement obligations of the Company under this section shall be in xxxxxxxxx xxxxx xx xx addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any affiliates Affiliates of the Investor that Investors who are actually named in such action, proceeding or investigation, and partners, directors, agents, employees, attorneys, accountants, auditors employees and controlling persons (if any), as the case may be, of Investor the Investors and any such affiliateAffiliate, and shall be binding upon and inure to the benefit of any successors successors, assigns, heirs and personal representatives of the Company, the Investor Investors and any such affiliate Affiliate and any such personPerson. The Company also agrees that neither the Investor nor any such Affiliate, partners, directors, agents, employees or controlling persons shall have any liability to the Company or any person asserting claims on behalf of or in right of the Company in connection with or as a result of the consummation of the Transaction Documents except to the extent that any losses, claims, damages, liabilities or expenses incurred by the Company result from the gross negligence or willful misconduct of the Investor or any such Affiliate.
Appears in 1 contract
Reimbursement. If (Ii) the Investor Purchaser, other than by reason of its gross negligence or willful misconduct, becomes involved in any capacity in any action, proceeding or investigation brought by any shareholder shareholderr of the Company, in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction Documents, or if the Investor Purchaser is impleaded in any such action, proceeding or investigation by any person person, or (ii) Purchaser, other than as a result by reason of a breach its gross negligence or willful misconduct or by reason of its trading of the Investor’s representations and warranties set forth Common Stock in this Agreement); or (II) a manner that is illegal under the Investor federal securities laws, becomes involved in any capacity in any action, proceeding or investigation brought by the SEC against or involving the Company or in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction Documents (other than as a result of a breach of the Investor’s representations and warranties set forth in this Agreement)Documents, or if this Investor Purchaser is impleaded in any such action, proceeding or investigation by any person, then in any such case, the Company will reimburse the Investor Purchaser for its reasonable legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, as such expenses are incurred. In addition, other than with respect to any matter in which the Investor Purchaser is a named party, the Company will pay to the Investor Purchaser the charges, as reasonably determined by the InvestorPurchaser, for the time of any officers or employees of the Investor Purchaser devoted to appearing and preparing to appear as witnesses, assisting in preparation for hearings, trials or pretrial matters, or otherwise with respect to inquiries, hearing, trials, and other proceedings relating to the subject matter of this Agreement. The reimbursement obligations of the Company under this section Section 8.8 shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any affiliates of the Investor Purchaser that are actually named in such action, proceeding or investigation, and partners, directors, agents, employees, attorneys, accountants, auditors employees and controlling persons (if any), as the case may be, of Investor Purchaser and any such affiliate, and shall be binding upon and inure to the benefit of any successors successors, assigns, heirs and personal representatives of the Company, the Investor Purchaser and any such affiliate and any such person.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Interactive Technologies Com LTD)
Reimbursement. If (Ii) the Investor Holder, other than by reason of its gross negligence or willful misconduct, becomes involved in any capacity in any action, proceeding or investigation brought by any shareholder of the Company, in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction Documents, or if the Investor Holder is impleaded in any such action, proceeding or investigation by any person person, or (ii) Holder, other than as a result by reason of a breach its gross negligence or willful misconduct or by reason of its trading of the Investor’s representations and warranties set forth Common Stock in this Agreement); or (II) a manner that is illegal under the Investor federal securities laws, becomes involved in any capacity in any action, proceeding or investigation brought by the SEC against or involving the Company or in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction Documents (other than as a result of a breach of the Investor’s representations and warranties set forth in this Agreement)Documents, or if this Investor Holder is impleaded in any such action, proceeding or investigation by any person, then in any such case, the Company will reimburse the Investor Holder for its reasonable legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, as such expenses are incurred. In addition, other than with respect to any matter in which the Investor Holder is a named party, the Company will pay to the Investor Holder the charges, as reasonably determined by the InvestorHolder, for the time of any officers or employees of the Investor Holder devoted to appearing and preparing to appear as witnesses, assisting in preparation for hearings, trials or pretrial matters, or otherwise with respect to inquiries, hearing, trials, and other proceedings relating to the subject matter of this Subscription Agreement. The reimbursement obligations of the Company under this section Section shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any affiliates of the Investor Holder that are actually named in such action, proceeding or investigation, and partners, directors, agents, employees, attorneys, accountants, auditors and controlling persons (if any), as the case may be, of Investor Holder and any such affiliate, and shall be binding upon and inure to the benefit of any successors of the Company, the Investor Holder and any such affiliate and any such person.
Appears in 1 contract
Samples: Patient Portal Technologies, Inc.
Reimbursement. If (Ii) the Investor Investor, other than by reason of its gross negligence or willful misconduct, becomes involved in any capacity in any action, proceeding or investigation brought by any shareholder stockholder of the Company, in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction Documents, or if the Investor is impleaded in any such action, proceeding or investigation by any person or entity, or (ii) the Investor, other than as a result by reason of a breach of the Investor’s representations and warranties set forth in this Agreement); its gross negligence or (II) the Investor willful misconduct, becomes involved in any capacity in any action, proceeding or investigation brought by the SEC against or involving the Company or in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction Documents (other than as a result of a breach of the Investor’s representations and warranties set forth in this Agreement)Documents, or if this the Investor is impleaded in any such action, proceeding or investigation by any personperson or entity, then in any such case, the Company will reimburse the Investor for its reasonable legal and other expenses (including the cost of any investigation and preparationpreparation ) incurred in connection therewith, as such expenses are incurred. In addition, other than with respect to any matter in which the Investor is a named party, the Company will pay to the Investor the charges, as reasonably determined by the Investor, for the time of any officers or employees of the Investor devoted to appearing and preparing to appear as witnesses, assisting in preparation for hearingshearing, trials or pretrial matters, or otherwise with respect to inquiries, hearing, trials, and other proceedings relating to the subject matter of this Agreement. The reimbursement obligations of the Company under this section paragraph shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any affiliates Affiliates of the Investor that who are actually named in such action, proceeding or investigation, and partners, directors, agents, employees, attorneys, accountants, auditors employees and controlling persons (if any), as the case may be, of the Investor and any such affiliateAffiliate, and shall be binding upon and inure to the benefit of any successors successors, assigns, heirs and personal representatives of the Company, the Investor and any such affiliate Affiliate and any such personperson or entity. The Company also agrees that neither any the Investor nor any such Affiliate, partners, directors, agents, employees or controlling persons shall have any liability to the Company or any person asserting claims on behalf of or in right of the Company in connection with or as a result of the consummation of the Transaction Documents except to the extent that any losses, claims, damages, liabilities or expenses incurred by the Company result from the gross negligence or willful misconduct of the Investor or any inaccuracy in any representation or warranty of the Investor contained herein or any breach by the Investor of any of the provisions hereof. [INTENTIONALLY LEFT BLANK].
Appears in 1 contract
Reimbursement. If (Ii) the Investor Investor, other than by reason of its gross negligence or willful misconduct, becomes involved in any capacity in any action, proceeding or investigation brought by any shareholder of the Company, in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction DocumentsAgreements, or if the Investor is impleaded in any such action, proceeding or investigation by any person Person, or (ii) the Investor, other than as a result by reason of a breach its gross negligence or willful misconduct or by reason of its trading of the Investor’s representations and warranties set forth Common Stock in this Agreement); or (II) a manner that is illegal under the Investor federal securities laws, becomes involved in any capacity in any action, proceeding or investigation brought by the SEC against or involving the Company or in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction Documents (other than as a result of a breach of the Investor’s representations and warranties set forth in this Agreement)Agreements, or if this the Investor is impleaded in any such action, proceeding or investigation by any personPerson, then in any such case, the Company will reimburse the Investor for its reasonable legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, as such expenses are incurred. In addition, other than with respect to any matter in which the Investor is a named party, the Company will pay to the Investor the charges, as reasonably determined by the Investor, for the time of any officers or employees of the Investor devoted to appearing and preparing to appear as witnesses, assisting in preparation for hearings, trials or pretrial matters, or otherwise with respect to inquiries, hearing, trials, and other proceedings relating to the subject matter of this Agreement. The reimbursement obligations of the Company under this section shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any affiliates Affiliates of the Investor that who or which are actually named in such action, proceeding or investigation, and partners, directors, agents, employees, attorneys, accountants, auditors employees and controlling persons (if any), as the case may be, of Investor and any such affiliate, and shall be binding upon and inure to the benefit of any successors successors, assigns, heirs and personal representatives of the Company, the Investor and any such affiliate and any such person. The Company also agrees that neither the Investor nor any such affiliate, partner, director, agent, employee or controlling person shall have any liability to the Company or any Person asserting claims on behalf of or in right of the Company in connection with or as a result of the consummation of any of the Transaction Agreements, except as may be expressly and specifically provided in or contemplated by this Agreement.
Appears in 1 contract
Samples: Common Stock and Warrant Purchase Agreement (Ramp Corp)
Reimbursement. If (Ii) the Investor Investor, other than by reason of its gross negligence or willful misconduct, becomes involved in any capacity in any action, proceeding or investigation brought by any shareholder stockholder of the Company, in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction Documents, or if the Investor is impleaded in any such action, proceeding or investigation by any person or entity, or (ii) the Investor, other than as a result by reason of a breach of the Investor’s representations and warranties set forth in this Agreement); its gross negligence or (II) the Investor willful misconduct, becomes involved in any capacity in any action, proceeding or investigation brought by the SEC against or involving the Company or in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction Documents (other than as a result of a breach of the Investor’s representations and warranties set forth in this Agreement)Documents, or if this the Investor is impleaded in any such action, proceeding or investigation by any personperson or entity, then in any such case, the Company will reimburse the Investor for its reasonable legal and other expenses (including the cost of any investigation and preparationpreparation ) incurred in connection therewith, as such expenses are incurred. In addition, other than with respect to any matter in which the Investor is a named party, the Company will pay to the Investor the charges, as reasonably determined by the Investor, for the time of any officers or employees of the Investor devoted to appearing and preparing to appear as witnesses, assisting in preparation for hearingshearing, trials or pretrial matters, or otherwise with respect to inquiries, hearing, trials, and other proceedings relating to the subject matter of this Agreement. The reimbursement obligations of the Company under this section paragraph shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any affiliates Affiliates of the Investor that who are actually named in such action, proceeding or investigation, and partners, directors, agents, employees, attorneys, accountants, auditors employees and controlling persons (if any), as the case may be, of the Investor and any such affiliateAffiliate, and shall be binding upon and inure to the benefit of any successors successors, assigns, heirs and personal representatives of the Company, the Investor and any such affiliate Affiliate and any such person.person or entity. The Company also agrees that neither any the Investor nor any such Affiliate, partners, directors, agents, employees or controlling persons shall have any liability to the Company or any person asserting claims on behalf of or in right of the Company in connection with or as a result of the consummation of the Transaction Documents except to the extent that any losses, claims, damages, liabilities or expenses incurred by the Company result from the gross negligence or willful misconduct of the Investor or any inaccuracy in any representation or warranty of the Investor contained herein or any breach by the Investor of any of the provisions hereof. [INTENTIONALLY LEFT BLANK]
Appears in 1 contract
Reimbursement. If (Ii) the Investor Purchaser, other than by reason of its gross negligence or willful misconduct, becomes involved in any capacity in any action, proceeding or investigation brought by any shareholder stockholder of the Company, in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction Documents, or if the Investor Purchaser is impleaded in any such action, proceeding or investigation by any person Person, or (ii) Purchaser, other than as a result by reason of a breach its gross negligence or willful misconduct or by reason of its trading of the Investor’s representations and warranties set forth Common Stock in this Agreement); or (II) the Investor a manner that is illegal under applicable securities laws, becomes involved in any capacity in any action, proceeding or investigation brought by the SEC against or involving the Company or in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction Documents (other than as a result of a breach of the Investor’s representations and warranties set forth in this Agreement)Documents, or if this Investor Purchaser is impleaded in any such action, proceeding or investigation by any personPerson, then in any such case, the Company will reimburse the Investor Purchaser for its reasonable legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, as such expenses are incurred. In addition, other than with respect to any matter in which the Investor Purchaser is a named party, the Company will pay to the Investor Purchaser the charges, as reasonably determined by the InvestorPurchaser, for the time of any officers or employees of the Investor Purchaser devoted to appearing and preparing to appear as witnesses, assisting in preparation for hearings, trials or pretrial matters, or otherwise with respect to inquiries, hearing, trials, and other proceedings relating to the subject matter of this Agreement. The reimbursement obligations of the Company under this section paragraph shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any affiliates Affiliates of the Investor that Purchaser who are actually named in such action, proceeding or investigation, and partners, directors, agents, employees, attorneys, accountants, auditors employees and controlling persons (if any), as the case may be, of Investor Purchaser and any such affiliateAffiliates, and shall be binding upon and inure to the benefit of any successors successors, assigns, heirs and personal representatives of the Company, the Investor Purchaser and any such affiliate Affiliates and any such personPerson. The Company also agrees that neither any Purchaser nor any such Affiliates, partners, directors, agents, employees or controlling persons shall have any liability to the Company or any person asserting claims on behalf of or in right of the Company in connection with or as a result of the consummation of the Transaction Documents except to the extent that any losses, claims, damages, liabilities or expenses incurred by the Company result from the gross negligence or willful misconduct of Purchaser or any inaccuracy in any representation or warranty of Purchaser contained in herein or any breach by Purchaser of any of the provisions hereof.
Appears in 1 contract
Reimbursement. If (Ii) the Investor Investor, other than by reason of its gross negligence or willful misconduct, becomes involved in any capacity in any action, proceeding or investigation brought by any shareholder stockholder of the Company, in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction Documents, or if the Investor is impleaded in any such action, proceeding or investigation by any person or entity, or (ii) the Investor, other than as a result by reason of a breach of the Investor’s representations and warranties set forth in this Agreement); its gross negligence or (II) the Investor willful misconduct, becomes involved in any capacity in any action, proceeding or investigation brought by the SEC against or involving the Company or in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction Documents (other than as a result of a breach of the Investor’s representations and warranties set forth in this Agreement)Documents, or if this the Investor is impleaded in any such action, proceeding or investigation by any personperson or entity, then in any such case, the Company will reimburse the Investor for its reasonable legal and other expenses (including the cost of any investigation and preparationpreparation ) incurred in connection therewith, as such expenses are incurred. In addition, other than with respect to any matter in which the Investor is a named party, the Company will pay to the Investor the charges, as reasonably determined by the Investor, for the time of any officers or employees of the Investor devoted to appearing and preparing to appear as witnesses, assisting in preparation for hearingshearing, trials or pretrial matters, or otherwise with respect to inquiries, hearing, trials, and other proceedings relating to the subject matter of this Agreement. The reimbursement obligations of the Company under this section paragraph shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any affiliates Affiliates of the Investor that who are actually named in such action, proceeding or investigation, and partners, directors, agents, employees, attorneys, accountants, auditors employees and controlling persons (if any), as the case may be, of the Investor and any such affiliateAffiliate, and shall be binding upon and inure to the benefit of any successors successors, assigns, heirs and personal representatives of the Company, the Investor and any such affiliate Affiliate and any such person.person or entity. The Company also agrees that neither the Investor nor any such Affiliate, partners, directors, agents, employees or controlling persons shall have any liability to the Company or any person asserting claims on behalf of or in right of the Company in connection with or as a result of the consummation of the Transaction Documents except to the extent that any losses, claims, damages, liabilities or expenses incurred by the Company result from the gross negligence or willful misconduct of the Investor or any inaccuracy in any representation or warranty of the Investor contained herein or any breach by the Investor of any of the provisions hereof. 39
Appears in 1 contract
Reimbursement. If (Ii) the Investor Investor, other than by reason of its gross negligence or willful misconduct, becomes involved in any capacity in any action, proceeding or investigation brought by any shareholder stockholder of the Company, in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction Documents, or if the Investor is impleaded in any such action, proceeding or investigation by any person or entity, or (ii) the Investor, other than as a result by reason of a breach of the Investor’s representations and warranties set forth in this Agreement); its gross negligence or (II) the Investor willful misconduct, becomes involved in any capacity in any action, proceeding or investigation brought by the SEC against or involving the Company or in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction Documents (other than as a result of a breach of the Investor’s representations and warranties set forth in this Agreement)Documents, or if this the Investor is impleaded in any such action, proceeding or investigation by any personperson or entity, then in any such case, the Company will reimburse the Investor for its reasonable legal and other expenses (including the cost of any investigation and preparationpreparation ) incurred in connection therewith, as such expenses are incurred. In addition, other than with respect to any matter in which the Investor is a named party, the Company will pay to the Investor the charges, as reasonably determined by the Investor, for the time of any officers or employees of the Investor devoted to appearing and preparing to appear as witnesses, assisting in preparation for hearingshearing, trials or pretrial matters, or otherwise with respect to inquiries, hearing, trials, and other proceedings relating to the subject matter of this Agreement. The reimbursement obligations of the Company under this section paragraph shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any affiliates Affiliates of the Investor that who are actually named in such action, proceeding or investigation, and partners, directors, agents, employees, attorneys, accountants, auditors employees and controlling persons (if any), as the case may be, of the Investor and any such affiliateAffiliate, and shall be binding upon and inure to the benefit of any successors successors, assigns, heirs and personal representatives of the Company, the Investor and any such affiliate Affiliate and any such person.person or entity. The Company also agrees that neither the Investor nor any such Affiliate, partners, directors, agents, employees or controlling persons shall have any liability to the Company or any person asserting claims on behalf of or in right of the Company in connection with or as a result of the consummation of the Transaction Documents except to the extent that any losses, claims, damages, liabilities or expenses incurred by the Company result from the gross negligence or willful misconduct of the Investor or any inaccuracy in any representation or warranty of the Investor contained herein or any breach by the Investor of any of the provisions hereof. [INTENTIONALLY LEFT BLANK] 42
Appears in 1 contract
Samples: Investment Agreement (Valesc Inc)
Reimbursement. Company should not be liable to defend Investor If (I) the Investor becomes involved in any capacity in any action, proceeding or investigation brought by any shareholder of the Company, in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction Documents, or if the Investor is impleaded in any such action, proceeding or investigation by any person (other than as a result of a breach of the Investor’s representations and warranties set forth in this Agreement); or (II) the Investor becomes involved in any capacity in any action, proceeding or investigation brought by the SEC against or involving the Company or in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction Documents (other than as a result of a breach of the Investor’s representations and warranties set forth in this Agreement), or if this Investor is impleaded in any such action, proceeding or investigation by any person, then in any such case, the Company will reimburse the Investor for its reasonable legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, as such expenses are incurred. In addition, other than with respect to any matter in which the Investor is a named party, the Company will pay to the Investor the charges, as reasonably determined by the Investor, for the time of any officers or employees of the Investor devoted to appearing and preparing to appear as witnesses, assisting in preparation for hearings, trials or pretrial matters, or otherwise with respect to inquiries, hearing, trials, and other proceedings relating to the subject matter of this Agreement. The reimbursement obligations of the Company under this section shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any affiliates of the Investor that are actually named in such action, proceeding or investigation, and partners, directors, agents, employees, attorneys, accountants, auditors and controlling persons (if any), as the case may be, of Investor and any such affiliate, and shall be binding upon and inure to the benefit of any successors of the Company, the Investor and any such affiliate and any such person.
Appears in 1 contract
Reimbursement. If (Ii) the Investor Investor, other than by reason of its gross negligence or willful misconduct, becomes involved in any capacity in any action, proceeding or investigation brought by any shareholder stockholder of the Company, in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction Documents, or if the Investor is impleaded in any such action, proceeding or investigation by any person or entity, or (ii) the Investor, other than as a result by reason of a breach of the Investor’s representations and warranties set forth in this Agreement); its gross negligence or (II) the Investor willful misconduct, becomes involved in any capacity in any action, proceeding or investigation brought by the SEC against or involving the Company or in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction Documents (other than as a result of a breach of the Investor’s representations and warranties set forth in this Agreement)Documents, or if this the Investor is impleaded in any such action, proceeding or investigation by any personperson or entity, then in any such case, the Company will reimburse the Investor for its reasonable legal and other expenses (including the cost of any investigation and preparationpreparation ) incurred in connection therewith, as such expenses are incurred. In addition, other than with respect to any matter in which the Investor is a named party, the Company will pay to the Investor the charges, as reasonably determined by the Investor, for the time of any officers or employees of the Investor devoted to appearing and preparing to appear as witnesses, assisting in preparation for hearingshearing, trials or pretrial matters, or otherwise with respect to inquiries, hearing, trials, and other proceedings relating to the subject matter of this Agreement. The reimbursement obligations of the Company under this section paragraph shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any affiliates Affiliates of the Investor that who are actually named in such action, proceeding or investigation, and partners, directors, agents, employees, attorneys, accountants, auditors employees and controlling persons (if any), as the case may be, of the Investor and any such affiliateAffiliate, and shall be binding upon and inure to the benefit of any successors successors, assigns, heirs and personal representatives of the Company, the Investor and any such affiliate Affiliate and any such person.person or entity. The Company also agrees that neither the Investor nor any such Affiliate, partners, directors, agents, employees or controlling persons shall have any liability to the Company or any person asserting claims on behalf of or in right of the Company in connection with or as a result of the consummation of the Transaction Documents except to the extent that any losses, claims, damages, liabilities or expenses incurred by the Company result from the gross negligence or willful misconduct of the Investor or any inaccuracy in any representation or warranty of the Investor contained herein or any breach by the Investor of any of the provisions hereof. [INTENTIONALLY LEFT BLANK] 41
Appears in 1 contract
Reimbursement. If (Ii) the Investor Investor, other than by reason of its gross negligence or willful misconduct or breach of this Agreement or violation of any law or regulation, becomes involved in any capacity in any action, proceeding or investigation brought by any shareholder of the Company, in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction Documents, or if the Investor is impleaded in any such action, proceeding or investigation by any person person, or (ii) Investor, other than as a result by reason of a breach its gross negligence or willful misconduct or by reason of its trading of the Investor’s representations and warranties set forth Common Stock in this Agreement); or (II) a manner that is illegal under the Investor federal securities laws, becomes involved in any capacity in any action, proceeding or investigation brought by the SEC against or involving the Company or in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction Documents (other than as a result of a breach of the Investor’s representations and warranties set forth in this Agreement)Documents, or if this Investor is impleaded in any such action, proceeding or investigation by any person, then in any such case, the Company will reimburse the Investor for its reasonable legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, as such expenses are incurred. In addition, other than with respect to any matter in which the Investor is a named party, the Company will pay to the Investor the charges, as reasonably determined by the Investor, for the time of any officers or employees of the Investor devoted to appearing and preparing to appear as witnesses, assisting in preparation for hearings, trials or pretrial matters, or otherwise with respect to inquiries, hearing, trials, and other proceedings relating to the subject matter of this Agreement. The reimbursement obligations of the Company under this section shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any affiliates of the Investor that are actually named in such action, proceeding or investigation, and partners, directors, agents, employees, attorneys, accountants, auditors and controlling persons (if any), as the case may be, of Investor and any such affiliate, and shall be binding upon and inure to the benefit of any successors of the Company, the Investor and any such affiliate and any such person.
Appears in 1 contract
Samples: Investment Agreement (Ness Energy International Inc /Nv/)
Reimbursement. If (Ii) the Investor Purchaser, other than by reason of its gross negligence or willful misconduct, becomes involved in any capacity in any action, proceeding or investigation brought by any shareholder of the Company, in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction Documents, or if the Investor Purchaser is impleaded in any such action, proceeding or investigation by any person person, or (ii) Purchaser, other than as a result by reason of a breach its gross negligence or willful misconduct or by reason of its trading of the Investor’s representations and warranties set forth Common Stock in this Agreement); or (II) a manner that is illegal under the Investor federal securities laws, becomes involved in any capacity in any action, proceeding or investigation brought by the SEC against or involving the Company or in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction Documents (other than as a result of a breach of the Investor’s representations and warranties set forth in this Agreement)Documents, or if this Investor Purchaser is impleaded in any such action, proceeding or investigation by any person, then in any such case, the Company will reimburse the Investor Purchaser for its reasonable legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, as such expenses are incurred. In addition, other than with respect to any matter in which the Investor Purchaser is a named party, the Company will pay to the Investor Purchaser the charges, as reasonably determined by the InvestorPurchaser, for the time of any officers or employees of the Investor Purchaser devoted to appearing and preparing to appear as witnesses, assisting in preparation for hearings, trials or pretrial matters, or otherwise with respect to inquiries, hearing, trials, and other proceedings relating to the subject matter of this Subscription Agreement. The reimbursement obligations of the Company under this section shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any affiliates of the Investor Purchaser that are actually named in such action, proceeding or investigation, and partners, directors, agents, employees, attorneys, accountants, auditors and controlling persons (if any), as the case may be, of Investor Purchaser and any such affiliate, and shall be binding upon and inure to the benefit of any successors of the Company, the Investor Purchaser and any such affiliate and any such person. 5.
Appears in 1 contract
Samples: Virtra Systems Inc
Reimbursement. If (I) the Investor any Purchaser, other than by reason of its gross negligence or willful misconduct, becomes involved in any capacity in any action, proceeding or investigation brought by or against any shareholder person or entity, including stockholders of the Companyeither NeoTherapeutics or NeoGene, in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction Documents, or if the Investor is impleaded in any such action, proceeding or investigation by any person (other than as a result of a breach of the Investor’s representations and warranties set forth in this Agreement); or (II) the Investor becomes involved in any capacity in any action, proceeding or investigation brought by the SEC against or involving the Company or in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction Documents (other than as a result of a breach of the Investor’s representations and warranties set forth in this Agreement), or if this Investor is impleaded in any such action, proceeding or investigation by any person, then in any such case, the Company NeoGene will reimburse the Investor such Purchaser for its reasonable legal and other expenses (including the cost of any investigation and preparationpreparation and travel in connection therewith) incurred in connection therewith, as such expenses are incurred. In addition, other than with respect to any matter in which any of the Investor Purchasers is a named party, the Company NeoGene will pay to the Investor such Purchaser the charges, as reasonably determined by the Investorsuch Purchaser, for the time of any officers or employees of the Investor such Purchaser devoted to appearing and preparing to appear as witnesses, assisting in preparation for hearings, trials or pretrial matters, or otherwise with respect to inquiries, hearinghearings, trials, and other proceedings relating to the subject matter of this Agreement. The reimbursement obligations of the Company NeoGene under this section paragraph shall be in addition to any liability which the Company NeoGene may otherwise have, shall extend upon the same terms and conditions to any affiliates of the Investor that Purchasers who are actually named in such action, proceeding or investigation, and partners, directors, agents, employees, attorneys, accountants, auditors employees and controlling persons (if any), as the case may be, of Investor the Purchasers and any such affiliate, and shall be binding upon and inure to the benefit of any successors successors, assigns, heirs and personal representatives of the CompanyNeoGene, the Investor Purchasers and any such affiliate and any such personperson or entity. NeoGene also agrees that neither the Purchasers nor any such affiliates, partners, directors, agents, employees or controlling persons shall have any liability to assert claims on behalf of or in right of NeoGene in connection with or as a result of the consummation of the Transaction Documents except to the extent that any losses, claims, damages, liabilities or expenses incurred by NeoGene result from the gross negligence or willful misconduct of the applicable Purchaser or entity in connection with the transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Securities Purchase Agreement (Neotherapeutics Inc)
Reimbursement. If (I) the Investor any Purchaser, other than by reason of its gross negligence or willful misconduct, becomes involved in any capacity in any action, proceeding or investigation brought by or against any shareholder Person, including stockholders of the Company, in connection with or as a result of (i) any violation by the consummation Company of the federal securities laws or the securities laws of any states, or otherwise arising out of the transactions contemplated hereby, except in respect of any matters as to which a Purchaser shall have been adjudicated to have acted with willful misconduct or gross negligence, or (ii) any breach by the Equity Line Transaction DocumentsCompany of any of its representations, warranties or if the Investor is impleaded in any such action, proceeding or investigation by any person (other than as a result of a breach of the Investor’s representations and warranties set forth covenants contained in this Agreement); or (II) the Investor becomes involved in any capacity in any action, proceeding or investigation brought by the SEC against or involving the Company or in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction Documents (other than as a result of a breach of the Investor’s representations and warranties set forth in this Agreement), or if this Investor is impleaded in any such action, proceeding or investigation by any person, then in any such case, the Company will reimburse the Investor such Purchaser for its reasonable legal and other expenses (including the cost of any investigation preparation and preparationtravel in connection therewith) incurred in connection therewith, as such expenses are incurred. In addition, other than with respect to any matter in which the Investor a Purchaser is a named party, the Company will pay to the Investor such Purchaser the charges, as reasonably determined by the Investorsuch Purchaser, for the time of any officers or employees of the Investor such Purchaser devoted to appearing and preparing to appear as witnesses, assisting in preparation for hearings, trials or pretrial matters, or otherwise with respect to inquiries, hearinghearings, trials, and other proceedings relating to the subject matter of this Agreement. The reimbursement obligations of the Company under this section paragraph shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any affiliates Affiliates of the Investor that Purchasers who are actually named in such action, proceeding or investigation, and partners, directors, agents, employees, attorneys, accountants, auditors employees and controlling persons (if any), as the case may be, of Investor the Purchasers and any such affiliateAffiliate, and shall be binding upon and inure to the benefit of any successors successors, assigns, heirs and personal representatives of the Company, the Investor Purchasers and any such affiliate Affiliate and any such personPerson. The Company also agrees that neither the Purchasers nor any such Affiliates, partners, directors, agents, employees or controlling persons shall have any liability to the Company or any Person asserting claims on behalf of or in right of the Company in connection with or as a result of the consummation of the Transaction Documents except to the extent that any losses, claims, damages, liabilities or expenses incurred by the Company result from the fraud, gross negligence or willful misconduct of the applicable Purchaser or entity in connection with the transactions contemplated by this Agreement.
Appears in 1 contract
Reimbursement. If (I) the Investor becomes involved in any capacity in any action, proceeding or investigation brought by any shareholder of the Company, in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction Documents, or if the Investor is impleaded in any such action, proceeding or investigation by any person (other than as a result of a breach of the Investor’s 's representations and warranties set forth in this Agreement); or (II) the Investor becomes involved in any capacity in any action, proceeding or investigation brought by the SEC against or involving the Company or in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction Documents (other than as a result of a breach of the Investor’s 's representations and warranties set forth in this Agreement), or if this Investor is impleaded in any such action, proceeding or investigation by any person, then in any such case, the Company will reimburse the Investor for its reasonable legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, as such expenses are incurred. In addition, other than with respect to any matter in which the Investor is a named party, the Company will pay to the Investor the charges, as reasonably determined by the Investor, for the time of any officers or employees of the Investor devoted to appearing and preparing to appear as witnesses, assisting in preparation for hearings, trials or pretrial matters, or otherwise with respect to inquiries, hearing, trials, and other proceedings relating to the subject matter of this Agreement. The reimbursement obligations of the Company under this section shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any affiliates of the Investor that are actually named in such action, proceeding or investigation, and partners, directors, agents, employees, attorneys, accountants, auditors and controlling persons (if any), as the case may be, of Investor and any such affiliate, and shall be binding upon and inure to the benefit of any successors of the Company, the Investor and any such affiliate and any such person.
Appears in 1 contract
Reimbursement. If (Ii) the Investor Investor, other than by reason of its gross negligence or willful misconduct, becomes involved in any capacity in any action, proceeding or investigation brought by any shareholder stockholder of the Company, in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction Documents, or if the Investor is impleaded in any such action, proceeding or investigation by any person or entity, or (ii) the Investor, other than as a result by reason of a breach of the Investor’s representations and warranties set forth in this Agreement); its gross negligence or (II) the Investor willful misconduct, becomes involved in any capacity in any action, proceeding or investigation brought by the SEC against or involving the Company or in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction Documents (other than as a result of a breach of the Investor’s representations and warranties set forth in this Agreement)Documents, or if this the Investor is impleaded in any such action, proceeding or investigation by any personperson or entity, then the in any such case, the Company will reimburse the Investor for its reasonable legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, as such expenses are incurred. In addition, other than with respect to any matter in which the Investor is a named party, the Company will pay to the Investor the charges, as reasonably determined by the Investor, for the time of any officers or employees of the Investor devoted to appearing and preparing to appear as witnesses, assisting in preparation for hearingshearing, trials or pretrial matters, or otherwise with respect to inquiries, hearing, trials, and other proceedings relating to the subject matter of this Agreement. The reimbursement obligations of the Company under this section paragraph shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any affiliates Affiliates of the Investor that who are actually named in such action, proceeding or investigation, and partners, directors, agents, employees, attorneys, accountants, auditors employees and controlling persons (if any), as the case may be, of the Investor and any such affiliateAffiliate, and shall be binding upon and inure to the benefit of any successors successors, assigns, heirs and personal representatives of the Company, the Investor and any such affiliate Affiliate and any such person.person or entity. The Company also agrees that neither the Investor nor any such Affiliate, partners, directors, agents, employees or controlling persons shall have any liability to the Company or any person asserting claims on behalf of or in right of the Company in connection with or as a result of the consummation of the Transaction Documents except to the extent that any losses, claims, damages, liabilities or expenses incurred by the Company result from the gross negligence or willful misconduct of the Investor or any inaccuracy in any representation or warranty of the Investor contained herein or any breach by the Investor of any of the provisions hereof. [INTENTIONALLY LEFT BLANK]
Appears in 1 contract
Samples: Investment Agreement (Interglobal Waste Management Inc)
Reimbursement. If (Ii) the Investor Investor, other than by reason of its gross ------------- negligence or willful misconduct, becomes involved in any capacity in any action, proceeding or investigation brought by any shareholder of the Company, in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction Documents, or if the Investor is impleaded in any such action, proceeding or investigation by any person person, or (ii) Investor, other than as a result by reason of a breach of the Investor’s representations and warranties set forth in this Agreement); its gross negligence or (II) the Investor willful misconduct, becomes involved in any capacity in any action, proceeding or investigation brought by the SEC (or any other regulatory agency) against or involving the Company or in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction Documents (other than as a result of a breach of the Investor’s representations and warranties set forth in this Agreement)Documents, or if this Investor is impleaded in any such action, proceeding or investigation by any person, then in any such case, the Company will reimburse the Investor for its reasonable legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, as such expenses are incurred. In addition, other than with respect to any matter in which the Investor is a named party, the Company will pay to the Investor the charges, as reasonably determined by the Investor, for the time of any officers or employees of the Investor devoted to appearing and preparing to appear as witnesses, assisting in preparation for hearings, trials or pretrial matters, or otherwise with respect to inquiries, hearing, trials, and other proceedings relating to the subject matter of this Agreement. The reimbursement obligations of the Company under this section shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any affiliates of the Investor that are actually named in such action, proceeding or investigation, and partners, directors, agents, employees, attorneys, accountants, auditors and controlling persons (if any), as the case may be, of Investor and any such affiliate, and shall be binding upon and inure to the benefit of any successors of the Company, the Investor and any such affiliate and any such person.
Appears in 1 contract
Reimbursement. If (Ii) the Investor any Buyer, other than by reason of its gross negligence or willful misconduct, becomes involved in any capacity in any action, proceeding or investigation brought by any shareholder stockholder of the Company, in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction DocumentsAgreements, or if the Investor such Buyer is impleaded in any such action, proceeding or investigation by any person Person, or (ii) any Buyer, other than as a result by reason of a breach its gross negligence or willful misconduct or by reason of its trading of the Investor’s representations and warranties set forth Common Stock in this Agreement); or (II) a manner that is illegal under the Investor federal securities laws, becomes involved in any capacity in any action, proceeding or investigation brought by the SEC against or involving the Company or in connection with or as a result of the consummation consummation, of the transactions contemplated by the Equity Line Transaction Documents (other than as a result of a breach of the Investor’s representations and warranties set forth in this Agreement)Agreements, or if this Investor such Buyer is impleaded in any such action, proceeding or investigation by any personPerson, then in any such case, the Company will reimburse the Investor such Buyer for its reasonable legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, as such expenses are incurred. In addition, other than with respect to any matter in which the Investor is a named party, the Company will pay to the Investor the charges, as reasonably determined by the Investor, for the time of any officers or employees of the Investor devoted to appearing and preparing to appear as witnesses, assisting in preparation for hearings, trials or pretrial matters, or otherwise with respect to inquiries, hearing, trials, and other proceedings relating to the subject matter of this Agreement. The reimbursement obligations of the Company under this section paragraph shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any affiliates Affiliates of the Investor that Buyers who are actually named in such action, proceeding or investigation, and partners, directors, agents, employees, attorneys, accountants, auditors employees and controlling persons (if any), as the case may be, of Investor the Buyers and any such affiliateAffiliate, and shall be binding upon and inure to the benefit of any successors successors, assigns, heirs and personal representatives of the Company, the Investor Buyers and any such affiliate Affiliate and any such personPerson. The Company also agrees that neither any Buyer nor any such Affiliate, partners, directors, agents, employees or controlling persons shall have any liability to the Company or any person asserting claims on behalf of or in right of the Company in connection with or as a result of the consummation of the Transaction Agreements except to the extent that any losses, claims, damages, liabilities or expenses incurred by the Company result from the gross negligence, willful misconduct or material breach of such Buyer.
Appears in 1 contract
Reimbursement. If (Ii) the Investor Investor, other than by reason of its gross negligence or willful misconduct, becomes involved in any capacity in any action, proceeding or investigation brought by any shareholder stockholder of the Company, in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction Documents, or if the Investor is impleaded in any such action, proceeding or investigation by any person or entity, or (ii) the Investor, other than as a result by reason of a breach of the Investor’s representations and warranties set forth in this Agreement); its gross negligence or (II) the Investor willful misconduct, becomes involved in any capacity in any action, proceeding or investigation brought by the SEC against or involving the Company or in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction Documents (other than as a result of a breach of the Investor’s representations and warranties set forth in this Agreement)Documents, or if this the Investor is impleaded in any such action, proceeding or investigation by any personperson or entity, then in any such case, the Company will reimburse the Investor for its reasonable legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, as such expenses are incurred. In addition, other than with respect to any matter in which the Investor is a named party, the Company will pay to the Investor the charges, as reasonably determined by the Investor, for the time of any officers or employees of the Investor devoted to appearing and preparing to appear as witnesses, assisting in preparation for hearingshearing, trials or pretrial matters, or otherwise with respect to inquiries, hearing, trials, and other proceedings relating to the subject matter of this Agreement. The reimbursement obligations of the Company under this section paragraph shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any affiliates Affiliates of the Investor that who are actually named in such action, proceeding or investigation, and partners, directors, agents, employees, attorneys, accountants, auditors employees and controlling persons (if any), as the case may be, of the Investor and any such affiliateAffiliate, and shall be binding upon and inure to the benefit of any successors successors, assigns, heirs and personal representatives of the Company, the Investor and any such affiliate Affiliate and any such person.person or entity. The Company also agrees that neither the Investor nor any such Affiliate, partners, directors, agents, employees or controlling persons shall have any liability to the Company or any person asserting claims on behalf of or in right of the Company in connection with or as a result of the consummation of the Transaction Documents except to the extent that any losses, claims, damages, liabilities or expenses incurred by the Company result from the gross negligence or willful misconduct of the Investor or any inaccuracy in any representation or warranty of the Investor contained herein or any breach by the Investor of any of the provisions hereof. [INTENTIONALLY LEFT BLANK]
Appears in 1 contract
Samples: Investment Agreement (Valesc Inc)
Reimbursement. If (I) the Investor becomes involved in any capacity in any action, proceeding or investigation brought by any shareholder of the Company, in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction Documents, or if the Investor is impleaded in any such action, proceeding or investigation by any person (other than as a result of a breach of the Investor’s 's representations and warranties set forth in this Agreement); or (II) the Investor becomes involved in any capacity in any action, proceeding or investigation brought by the SEC against or involving the Company or in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction Documents (other than as a result of a breach of the Investor’s 's representations and warranties set forth in this Agreement), or if this Investor is impleaded in any such action, proceeding or investigation by any person, then in any such case, the Company will reimburse the Investor for its reasonable legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, as such expenses are incurred. In addition, other than with respect to any matter in which the Investor is a named party, the Company will pay to the Investor the charges, as reasonably determined by the Investor, for the time of any officers or employees of the Investor devoted to appearing and preparing to appear as witnesses, assisting in preparation for hearings, trials or pretrial matters, or otherwise with respect to inquiries, hearing, trials, and other proceedings relating to the subject matter of this Agreement. The reimbursement obligations of the Company under this section shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any affiliates of the Investor that are actually named in such action, proceeding or investigation, and partners, directors, agents, employees, attorneys, accountants, auditors and controlling persons (if any), as the case may be, of Investor and any such affiliate, and shall be binding upon and inure to the benefit of any successors of the Company, the Investor and any such affiliate and any such person.are
Appears in 1 contract
Reimbursement. If (Ii) the Investor Holder, other than by reason of its gross ------------- negligence or willful misconduct, becomes involved in any capacity in any action, proceeding or investigation brought by any shareholder of the Company, in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction Documents, or if the Investor Holder is impleaded in any such action, proceeding or investigation by any person person, or (ii) Holder, other than as a result by reason of a breach its gross negligence or willful misconduct or by reason of its trading of the Investor’s representations and warranties set forth Common Stock in this Agreement); or (II) a manner that is illegal under the Investor federal securities laws, becomes involved in any capacity in any action, proceeding or investigation brought by the SEC against or involving the Company or in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction Documents (other than as a result of a breach of the Investor’s representations and warranties set forth in this Agreement)Documents, or if this Investor Holder is impleaded in any such action, proceeding or investigation by any person, then in any such case, the Company will reimburse the Investor Holder for its reasonable legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, as such expenses are incurred. In addition, other than with respect to any matter in which the Investor Xxxxxx is a named party, the Company will pay to the Investor Holder the charges, as reasonably determined by the InvestorXxxxxx, for the time of any officers or employees of the Investor Xxxxxx devoted to appearing and preparing to appear as witnesses, assisting in preparation for hearings, trials or pretrial matters, or otherwise with respect to inquiries, hearing, trials, and other proceedings relating to the subject matter of this Subscription Agreement. The reimbursement obligations of the Company under this section shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any affiliates of the Investor Holder that are actually named in such action, proceeding or investigation, and partners, directors, agents, employees, attorneys, accountants, auditors and controlling persons (if any), as the case may be, of Investor Holder and any such affiliate, and shall be binding upon and inure to the benefit of any successors of the Company, the Investor Holder and any such affiliate and any such person.
Appears in 1 contract
Reimbursement. If (Ii) the Investor Investor, other than by reason of its breach of this Agreement, gross negligence or willful misconduct, becomes involved in any capacity in any action, proceeding or investigation brought by any shareholder of the Company, in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction Documents, or if the Investor is impleaded in any such action, proceeding or investigation by any person Person, or (ii) Investor, other than as a result by reason of a its breach of the Investor’s representations and warranties set forth in this Agreement); , gross negligence or (II) willful misconduct or by reason of its trading of the Investor Common Stock in a manner that is illegal under applicable law, becomes involved in any capacity in any action, proceeding or investigation brought by the SEC against or involving the Company or in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction Documents (other than as a result of a breach of the Investor’s representations and warranties set forth in this Agreement)Documents, or if this Investor is impleaded in any such action, proceeding or investigation by any person, then in any such case, the Company will reimburse the Investor for its reasonable legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, as such expenses are incurred. In addition, other than with respect to any matter in which the Investor is a named party, the Company will pay to the Investor the charges, as reasonably determined by the Investor, for the time of any officers or employees of the Investor devoted to appearing and preparing to appear as witnesses, assisting in preparation for hearings, trials or pretrial matters, or otherwise with respect to inquiries, hearing, trials, and other proceedings relating to the subject matter of this Agreement. The reimbursement obligations of the Company under this section Section 6.11 shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any affiliates of the Investor that are actually named in such action, proceeding or investigation, and partners, directors, agents, employees, attorneys, accountants, auditors employees and controlling persons Control Persons (if any), as the case may be, of Investor and any such affiliate, and shall be binding upon and inure to the benefit of any successors successors, assigns, heirs and personal representatives of the Company, the Investor and any such affiliate and any such personPerson, except that officers and/or directors of the Company shall have no personal liability for the Company's obligations under this Section.
Appears in 1 contract
Reimbursement. If (Ii) the Investor Holder, other than by reason of its gross negligence or willful misconduct, becomes involved in any capacity in any action, proceeding or investigation brought by any shareholder of the Company, in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction Documents, or if the Investor Holder is impleaded in any such 18 action, proceeding or investigation by any person person, or (ii) Holder, other than as a result by reason of a breach its gross negligence or willful misconduct or by reason of its trading of the Investor’s representations and warranties set forth Common Stock in this Agreement); or (II) a manner that is illegal under the Investor federal securities laws, becomes involved in any capacity in any action, proceeding or investigation brought by the SEC against or involving the Company or in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction Documents (other than as a result of a breach of the Investor’s representations and warranties set forth in this Agreement)Documents, or if this Investor Holder is impleaded in any such action, proceeding or investigation by any person, then in any such case, the Company will reimburse the Investor Holder for its reasonable legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, as such expenses are incurred. In addition, other than with respect to any matter in which the Investor Holder is a named party, the Company will pay to the Investor Holder the charges, as reasonably determined by the InvestorHolder, for the time of any officers or employees of the Investor Holder devoted to appearing and preparing to appear as witnesses, assisting in preparation for hearings, trials or pretrial matters, or otherwise with respect to inquiries, hearing, trials, and other proceedings relating to the subject matter of this Subscription Agreement. The reimbursement obligations of the Company under this section shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any affiliates of the Investor Holder that are actually named in such action, proceeding or investigation, and partners, directors, agents, employees, attorneys, accountants, auditors and controlling persons (if any), as the case may be, of Investor Holder and any such affiliate, and shall be binding upon and inure to the benefit of any successors of the Company, the Investor Holder and any such affiliate and any such person.
Appears in 1 contract
Samples: Subscription Agreement (Union Dental Holdings, Inc.)
Reimbursement. If (Ii) the Investor any Buyer, other than by reason of its gross negligence or willful misconduct, becomes involved in any capacity in any action, proceeding or investigation brought by any shareholder stockholder of the Company, in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction DocumentsAgreements, or if the Investor such Buyer is impleaded in any such action, proceeding or investigation by any person Person, or (ii) any Buyer, other than as a result by reason of a breach its gross negligence or willful misconduct or by reason of its trading of the Investor’s representations and warranties set forth Common Stock in this Agreement); or (II) a manner that is illegal under the Investor federal securities laws, becomes involved in any capacity in any action, proceeding or investigation brought by the SEC against or involving the Company or in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction Documents (other than as a result of a breach of the Investor’s representations and warranties set forth in this Agreement)Agreements, or if this Investor such Buyer is impleaded in any such action, proceeding or investigation by any personPerson, then in any such case, the Company will reimburse the Investor such Buyer for its reasonable legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, as such expenses are incurred. In addition, other than with respect to any matter in which the Investor such Buyer is a named party, the Company will pay to the Investor such Buyer the charges, as reasonably determined by the Investorsuch Buyer, for the time of any officers or employees of the Investor such Buyer devoted to appearing and preparing to appear as witnesses, assisting in preparation for hearings, trials or pretrial matters, or otherwise with respect to inquiries, hearing, trials, and other proceedings relating to the subject matter of this Agreement. The reimbursement obligations of the Company under this section paragraph shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any affiliates Affiliates of the Investor that Buyer who are actually named in such action, proceeding or investigation, and partners, directors, agents, employees, attorneys, accountants, auditors employees and controlling persons (if any), as the case may be, of Investor the Buyer and any such affiliateAffiliate, and shall be binding upon and inure to the benefit of any successors successors, assigns, heirs and personal representatives of the Company, the Investor Buyer and any such affiliate Affiliate and any such personPerson. The Company also agrees that neither any Buyer nor any such Affiliate, partners, directors, agents, employees or controlling persons shall have any liability to the Company or any person asserting claims on behalf of or in right of the Company in connection with or as a result of the consummation of the Transaction Agreements except to the extent that any losses, claims, damages, liabilities or expenses incurred by the Company result from the gross negligence or willful misconduct of such Buyer.
Appears in 1 contract
Samples: Securities Purchase Agreement (Lj International Inc)
Reimbursement. If (Ii) the Investor Purchaser, other than by reason of its gross negligence or willful misconduct, becomes involved in any capacity in any action, proceeding or investigation brought by any shareholder stockholder of the Company, in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction Documents, or if the Investor such Purchaser is impleaded in any such action, proceeding or investigation by any person Person, or (ii) any Purchaser, other than as a result by reason of a breach its gross negligence or willful misconduct or by reason of its trading of the Investor’s representations and warranties set forth Common Stock in this Agreement); or (II) a manner that is illegal under the Investor federal securities laws, becomes involved in any capacity in any action, proceeding or investigation brought by the SEC Commission against or involving the Company or in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction Documents (other than as a result of a breach of the Investor’s representations and warranties set forth in this Agreement)Documents, or if this Investor such Purchaser is impleaded in any such action, proceeding or investigation by any personPerson, then in any such case, the Company will reimburse the Investor such Purchaser for its reasonable legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, as such expenses are incurred. In addition, other than with respect to any matter in which the Investor such Purchaser is a named party, the Company will pay to the Investor such Purchaser the charges, as reasonably determined by the Investorsuch Purchaser, for the time of any officers or employees of the Investor such Purchaser devoted to appearing and preparing to appear as witnesses, assisting in preparation for hearings, trials or pretrial matters, or otherwise with respect to inquiries, hearing, trials, and other proceedings relating to the subject matter of this Agreement. The reimbursement obligations of the Company under this section paragraph shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any affiliates Affiliates of the Investor that Purchasers who are actually named in such action, proceeding or investigation, and partners, directors, agents, employees, attorneys, accountants, auditors employees and controlling persons (if any), as the case may be, of Investor the Purchasers and any such affiliateAffiliate, and shall be binding upon and inure to the benefit of any successors successors, assigns, heirs and personal representatives of the Company, the Investor Purchasers and any such affiliate Affiliate and any such personPerson. The Company also agrees that neither any Purchaser nor any such Affiliate, partners, directors, agents, employees or controlling persons shall have any liability to the Company or any person asserting claims on behalf of or in right of the Company in connection with or as a result of the consummation of the Transaction Documents except to the extent that any losses, claims, damages, liabilities or expenses incurred by the Company result from the gross negligence or willful misconduct of such Purchaser.
Appears in 1 contract
Reimbursement. If (Ii) the Investor becomes involved in any capacity in any action, proceeding or investigation brought by any shareholder of the Company, in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction Documents, or if the Investor is impleaded in any such action, proceeding or investigation by any person (other than as a result of a breach of the Investor’s representations and warranties set forth in this Agreement); or (IIii) the Investor becomes involved in any capacity in any action, proceeding or investigation brought by the SEC against or involving the Company or in connection with or as a result of the consummation of the transactions transaction contemplated by the Equity Line Transaction Documents (other than as a result of a breach of the Investor’s representations and warranties set forth in this Agreement), or if this Investor is impleaded in any such action, proceeding or investigation by any person, then in any such case, the Company will reimburse the Investor for its reasonable legal and other expenses (including the cost costs of any investigation and preparation) incurred in connection therewith, as such expenses are incurred. In addition, other than with respect to any matter in which the Investor is a named party, the Company will pay to the Investor the charges, as reasonably determined by the Investor, for the time of any officers or employees of the Investor devoted to appearing and preparing to appear as witnesses, assisting in preparation for hearings, trials trial or pretrial retrial matters, or otherwise with respect to inquiries, hearing, trials, and other proceedings relating to the subject matter of this Agreement. The reimbursement obligations of the Company under this section Section shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any affiliates of the Investor that are actually named in such action, proceeding or investigation, and partners, directors, agents, employees, attorneys, accountants, auditors and controlling persons (if any), as the case may bemaybe, of Investor and any such affiliate, and shall be binding upon and inure to the benefit of any successors of the Company, the Investor and any such affiliate and any such person.
Appears in 1 contract
Reimbursement. If (Ii) the Investor Investor, other than by reason of its gross negligence or willful misconduct, becomes involved in any capacity in any action, proceeding or investigation brought by any shareholder stockholder of the Company, in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction Documents, or if the Investor is impleaded in any such action, proceeding or investigation by any person or entity, or (ii) the Investor, other than as a result by reason of a breach its gross negligence or willful misconduct or by reason of its trading of the Investor’s representations and warranties set forth Common Stock in this Agreement); or (II) the Investor a manner that is illegal under applicable securities laws, becomes involved in any capacity in any action, proceeding or investigation brought by the SEC against or involving the Company or in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction Documents (other than as a result of a breach of the Investor’s representations and warranties set forth in this Agreement)Documents, or if this the Investor is impleaded in any such action, proceeding or investigation by any personperson or entity, then in any such case, the Company will reimburse the Investor for its reasonable legal and other expenses (including the cost of any investigation and preparationpreparation ) incurred in connection therewith, as such expenses are incurred. In addition, other than with respect to any matter in which the Investor is a named party, the Company will pay to the Investor the charges, as reasonably determined by the Investor, for the time of any officers or employees of the Investor devoted to appearing and preparing to appear as witnesses, assisting in preparation for hearingshearing, trials or pretrial matters, or otherwise with respect to inquiries, hearing, trials, and other proceedings relating to the subject matter of this Agreement. The reimbursement obligations of the Company under this section paragraph shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any affiliates Affiliates of the Investor that who are actually named in such action, proceeding or investigation, and partners, directors, agents, employees, attorneys, accountants, auditors employees and controlling persons (if any), as the case may be, of the Investor and any such affiliateAffiliate, and shall be binding upon and inure to the benefit of any successors successors, assigns, heirs and personal representatives of the Company, the Investor and any such affiliate Affiliate and any such person.person or entity. The Company also agrees that neither any the Investor nor any such Affiliate, partners, directors, agents, employees or controlling persons shall have any liability to the Company or any person asserting claims on behalf of or in right of the Company in connection with or as a result of the consummation of the Transaction Documents except to the extent that any losses, claims, damages, liabilities or expenses incurred by the Company result from the gross negligence or willful misconduct of the Investor or any inaccuracy in any representation or warranty of the Investor contained herein or any breach by the Investor of any of the provisions hereof. [INTENTIONALLY LEFT BLANK]
Appears in 1 contract
Samples: Investment Agreement (Timebeat Com Enterprises Inc /)
Reimbursement. If (Ia) the Investor becomes involved in any capacity in any action, proceeding or investigation brought by any shareholder of the Company, in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction Documents, or if the Investor is impleaded in any such action, proceeding or investigation by any person (other than as a result of a breach of the Investor’s 's representations and warranties set forth in this AgreementAgreement or its actions in connection with its sale of the Securities); or (IIb) the Investor becomes involved in any capacity in any action, proceeding or investigation brought by the SEC against or involving the Company or in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction Documents (other than as a result of a breach of the Investor’s 's representations and warranties set forth in this AgreementAgreement or its actions in connection with its sale of the Securities), or if this Investor is impleaded in any such action, proceeding or investigation by any person, then in any such case, the Company will reimburse the Investor for its reasonable legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, as such expenses are incurred. In addition, other than with respect to any matter in which the Investor is a named party, the Company will pay to the Investor the charges, as reasonably determined by the Investor, for the time of any officers or employees of the Investor devoted to appearing and preparing to appear as witnesses, assisting in preparation for hearings, trials or pretrial matters, or otherwise with respect to inquiries, hearing, trials, and other proceedings relating to the subject matter of this Agreement. The reimbursement obligations of the Company under this section Section shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any affiliates of the Investor that are actually named in such action, proceeding or investigation, and partners, directors, agents, employees, attorneys, accountants, auditors and controlling persons (if any), as the case may be, of Investor and any such affiliate, and shall be binding upon and inure to the benefit of any successors of the Company, the Investor and any such affiliate and any such person.
Appears in 1 contract
Samples: Investment Agreement (Safe Technologies International Inc)
Reimbursement. If (Ii) the Investor any Buyer, other than by reason of its gross negligence or willful misconduct, becomes involved in any capacity in any action, proceeding or investigation brought by any shareholder stockholder of the Company, in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction DocumentsAgreements, or if the Investor such Buyer is impleaded in any such action, proceeding or investigation by any person Person, or (ii) any Buyer, other than as a result by reason of a breach its gross negligence or willful misconduct or by reason of its trading of the Investor’s representations and warranties set forth Common Stock in this Agreement); or (II) a manner that is illegal under the Investor federal securities laws, becomes involved in any capacity in any action, proceeding or investigation brought by the SEC against or involving the Company or in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction Documents (other than as a result of a breach of the Investor’s representations and warranties set forth in this Agreement)Agreements, or if this Investor such Buyer is impleaded in any such action, proceeding or investigation by any personPerson, then in any such case, the Company will reimburse the Investor such Buyer for its reasonable legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, as such expenses are incurred. In addition, other than with respect to any matter in which the Investor such Buyer is a named party, the Company will pay to the Investor such Buyer the charges, as reasonably determined by the Investorsuch Buyer, for the time of any officers or employees of the Investor such Buyer devoted to appearing and preparing to appear as witnesses, assisting in preparation for hearings, trials or pretrial matters, or otherwise with respect to inquiries, hearing, trials, and other proceedings relating to the subject matter of this Agreement. The reimbursement obligations of the Company under this section paragraph shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any affiliates Affiliates of the Investor that Buyers who are actually named in such action, proceeding or investigation, and partners, directors, agents, employees, attorneys, accountants, auditors employees and controlling persons (if any), as the case may be, of Investor the Buyers and any such affiliateAffiliate, and shall be binding upon and inure to the benefit of any successors successors, assigns, heirs and personal representatives of the Company, the Investor Buyers and any such affiliate Affiliate and any such person.Person. The Company also agrees that neither any Buyer nor any such Affiliate, partners, directors, agents, employees or controlling persons shall have any liability to the Company or any person asserting claims on behalf of or in right of the Company in connection with or as a result of the consummation of the Transaction Agreements except to the extent that any losses, claims, damages, liabilities or
Appears in 1 contract
Reimbursement. If (Ii) the Investor Investor, other than by reason of its gross negligence or willful misconduct, becomes involved in any capacity in any action, proceeding or investigation brought by any shareholder of the Company, in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction Documents, or if the Investor is impleaded in any such action, proceeding or investigation by any person (other than as a result of a breach of the Investor’s 's representations and warranties set forth in this Agreement); or (IIii) the Investor Investor, other than by reason of its gross negligence or willful misconduct, becomes involved in any capacity in any action, proceeding or investigation brought by the SEC against or involving the Company or in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction Documents (other than as a result of a breach of the Investor’s 's representations and warranties set forth in this Agreement), or if this Investor is impleaded in any such action, proceeding or investigation by any person, then in any such case, the Company will shall reimburse the Investor for its reasonable legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, as such expenses are incurred. In addition, other than with respect to any matter in which the Investor is a named party, the Company will pay to the Investor the charges, as reasonably determined by the Investor, for the time of any officers or employees of the Investor devoted to appearing and preparing to appear as witnesses, assisting in preparation for hearings, trials or pretrial matters, or otherwise with respect to inquiries, hearing, trials, and other proceedings relating to the subject matter of this Agreement. The reimbursement obligations of the Company under this section shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any affiliates of the Investor that are actually named in such action, proceeding or investigation, and partners, directors, agents, employees, attorneys, accountants, auditors and controlling persons (if any), as the case may be, of Investor and any such affiliate, and shall be binding upon and inure to the benefit of any successors of the Company, the Investor and any such affiliate and any such person.
Appears in 1 contract
