Indemnification provisions are contractual clauses where one party agrees to compensate the other for certain losses or damages that may arise during the execution of the contract. These clauses are intended to allocate risk and ensure that the indemnified party is protected against specified claims or liabilities.
INDEMNIFICATION PROVISIONS MYOS RENS Technology Inc. (the “Company”) agrees to indemnify and hold harmless H.C. Wainwright & Co., LLC (“Wainwright”) and each of the other Indemnified Parties (as hereinafter defined) from and against any and all losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses and disbursements, and any and all actions, suits, proceedings and investigations in respect thereof and any and all legal and other costs, expenses and disbursements in giving testimony or furnishing documents in response to a subpoena or otherwise (including, without limitation, the costs, expenses and disbursements, as and when incurred, of investigating, preparing, pursing or defending any such action, suit, proceeding or investigation (whether or not in connection with litigation in which the Company or any Indemnified Party is a party)) (collectively, “Losses”), directly or indirectly, caused by, relating to, based upon, arising out of, or in connection with, Wainwright’s acting for the Company, including, without limitation, any act or omission by Wainwright in connection with its acceptance of or the performance or non-performance of its obligations under the Agreement between the Company and Wainwright to which these indemnification provisions are attached and form a part (the “Agreement”), any breach by the Company of any representation, warranty, covenant or agreement contained in the Agreement (or in any instrument, document or agreement relating thereto) or related to the Transaction, or the enforcement by Wainwright of its rights under the Agreement or these indemnification provisions, except to the extent that any such Losses are found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted solely and directly from the gross negligence or willful misconduct of the Indemnified Party seeking indemnification hereunder. The Company also agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company for or in connection with the engagement of Wainwright by the Company or for any other reason, except to the extent that any such liability is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted solely and directly from such Indemnified Party’s gross negligence or willful misconduct.
These indemnification provisions shall extend to the following persons (collectively, the “Indemnified Parties”): Wainwright, its present and former affiliated entities, managers, members, officers, employees, legal counsel, agents and controlling persons (within the meaning of the federal securities laws), and the officers, directors, partners, stockholders, members, managers, employees, legal counsel, agents and controlling persons of any of them. These indemnification provisions shall be in addition to any liability which the Company may otherwise have to any Indemnified Party.
Neither termination nor completion of the engagement of Wainwright referred to above shall affect these indemnification provisions which shall remain operative and in full force and effect. The indemnification provisions shall be binding upon the Company and its successors and assigns and shall inure to the benefit of the Indemnified Parties and their respective successors, assigns, heirs and personal representatives.
Because [*] will be acting on your behalf, it is [*]’s practice to receive indemnification. A copy of [*]’s standard indemnification provisions (the “Indemnification Provisions”) is attached to this Agreement and is incorporated herein and made a part hereof.
INDEMNIFICATION PROVISIONS White River Energy Corp , a corporation (collectively with its Subsidiaries, and future subsidiaries, the “Company”), agree to indemnify and hold harmless [*] (“[*]”), and each of its members, officers, directors and affiliates, including without limitation, _____________, from and against any and all losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses and disbursements (and any and all actions, suits, proceedings and investigations in respect thereof and any and all legal and other costs, expenses and disbursements in giving testimony or furnishing documents in response to a subpoena or otherwise are each a “Liability”), including, without limitation, the costs, expenses and disbursements, as and when incurred, of investigating, preparing or defending any such action, suit, proceeding or investigation (whether or not in connection with litigation in which [*] is a party), directly or indirectly, relating to, based upon, arising out of, or in connection with, its acting for the Company under the Agreement, dated as of December , 2022 between the Company and [*] to which these indemnification provisions are attached and form a part (the “Agreement”), except to the extent that any such Liability is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from [*]’ gross negligence or willful misconduct.
The indemnification provisions contained herein shall be in addition to any liability which the Company may otherwise have to [*] or the persons identified below in this sentence and shall extend to the following: [*], its affiliated entities, partners, employees, legal counsel, agents and controlling persons (within the meaning of the federal securities laws), and the officers, directors, employees, legal counsel, agents and controlling persons of any of them. All references to [*] in these indemnification provisions shall be understood to include any and all of the foregoing.
These Indemnification Provisions shall extend to the following persons (collectively, the “Indemnified Parties”): Finder, its present and former affiliated entities, managers, members, officers, employees, legal counsel, agents and controlling persons (within the meaning of the federal securities laws), and the officers, directors, partners, stockholders, members, managers, employees, legal counsel, agents and controlling persons of any of them. These indemnification provisions shall be in addition to any liability which the Company may otherwise have to any Indemnified Party.
Indemnification provisions are clauses within a contract where one party agrees to compensate the other for any losses or damages incurred due to specific actions or circumstances. These clauses are designed to allocate risk between parties, typically shifting potential costs from one party to another. The purpose is to provide a financial safety net and protect against potential legal liabilities.
Indemnification provisions should be used in contracts where there is a need to clearly define which party is responsible for certain risks. They are particularly valuable in situations where:
Drafting indemnification provisions requires caution and clarity. Here are some steps to consider:
Identify the Parties: Clearly specify who is indemnifying whom.
Define the Scope: Explicitly state what types of losses, damages, or claims the indemnification covers.
Detail the Exclusions: Identify any exceptions or limits to the indemnification.
Specify Procedures: Lay out the process for making an indemnity claim, including timeframes and required documentation.
Clarify Payment Terms: Explain how and when indemnification payments will be made.
Consult Legal Advice: Ensure that the provisions comply with applicable laws and regulations.
Party A agrees to indemnify and hold harmless Party B from any and all claims, damages, liabilities, costs, and expenses, including attorneys’ fees, arising out of or related to Party A’s use of Party B’s services, except in cases of gross negligence or willful misconduct by Party B.
Indemnification provisions are commonly found in a variety of contracts, including but not limited to:
Service Agreements: To protect service providers or clients against liabilities.
Purchase and Sale Agreements: Typically to indemnify parties against claims related to the products or transactions.
Lease Agreements: Landlords and tenants may agree on indemnity terms concerning property damage or injury.
Partnership Agreements: To define risk-sharing terms among partners.
Construction Contracts: Protects contractors or project owners from liability due to construction-related activities.
Licensing Agreements: To cover potential infringements or misuse of intellectual property.
In any of these contracts, the specific context and relationships between the parties should guide how indemnification provisions are crafted and agreed upon.
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Dive deeper into the world of clauses and learn more about these other clauses that are used in real contracts.
The indemnifying party clause outlines the obligations of one party to compensate or reimburse the other party for certain costs or damages incurred. This clause ensures that the indemnifying party takes financial responsibility for any specified liabilities, such as legal claims or losses, arising during the execution of the contract.
An indemnity clause is a contractual provision where one party agrees to compensate the other for certain costs and liabilities that may arise due to specified events or actions. This clause is designed to allocate risk by holding one party responsible for losses incurred by the other, providing financial protection in situations such as breaches of contract, negligence, or legal claims.
The independent consideration clause refers to the nominal payment or action that is separately identified and provided by one party to another in exchange for specific contractual promises, ensuring the agreement is enforceable under contract law. This element is crucial because it demonstrates that a contract offer has been made and accepted with mutual obligations, adding to the validity and binding nature of the agreement.
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