Additional Indemnities. Correspondent hereby agrees to indemnify, defend and hold the ICS Indemnitees harmless from and against any loss, liability, damage, claim, cost or expense (including but not limited to attorneys’ fees), in each case as incurred, arising directly or indirectly from or related to the Accounts or any transaction contemplated by this Agreement, or as a result of any inquiry or investigation conducted in connection therewith or in the defense or settlement of any threatened or pending action or proceeding brought by any regulatory or self-regulatory organization, governmental agency or private person arising out of or in connection with the same, unless such loss, liability, damage, claim, cost or expense, as finally determined by a court of competent jurisdiction, was caused solely by the fraudulent conduct or gross negligence of ICS. This indemnity is supplemental to any other obligation of Correspondent in this Agreement to pay or reimburse ICS for any fees, expenses, losses, or liabilities. Without limiting its generality, the foregoing indemnity is intended to include, among other things, any loss, liability, damage, claim, cost or expense (including but not limited to attorneys’ fees) arising from or relating to any of the following:
1. the failure of any Customer to make timely payment for securities purchased or timely and good delivery of securities sold, the existence of an unsecured debit balance or unsecured short position in an Account, the failure of any Customer timely to comply with initial margin or margin maintenance requirements, or the failure of any Customer otherwise to fulfill any of its obligations in connection with any Account, whether or not such failure is within the control of Correspondent;
2. the failure of any of the Correspondent Parties fully and properly to discharge their obligations and responsibilities with respect to Accounts, it being understood and agreed that the participation of any of the ICS Indemnitees in any transaction shall not diminish, reduce or otherwise affect Correspondent’s indemnification obligations hereunder, except to the extent that such participation has been finally determined by a court of competent jurisdiction to have been fraudulent or grossly negligent;
3. any willful misconduct or negligent act or omission on the part of any of the Correspondent Parties or any Customer, including but not limited to any dishonest, fraudulent or criminal act or omission;
4. any defect in title to any securities ...
Additional Indemnities. 54 SECTION 10.03.
Additional Indemnities. Each Party shall indemnify, defend and hold harmless the other Party, and the other Party’s Affiliates, officers, directors, employees, agents, successors, and assigns, from any and all Losses and threatened Losses arising from, in connection with, or based on allegations of, any of the following:
(a) the death or bodily injury of any agent, employee, customer, business invitee, or business visitor or other person caused by the tortious conduct of the indemnitor;
(b) the damage, loss or destruction of any real or tangible personal property caused by the tortious conduct of the indemnitor;
(c) any claim, demand, charge, action, cause of action, or other proceeding asserted against the indemnitee but resulting from an act or omission of the indemnitor in its capacity as an employer of a person;
(d) any claim by any person arising out of his or her employment with the indemnitor, any application for such employment or the termination thereof; and
(e) any claim by any person alleging that such person is jointly employed by the indemnitee as a result of performing any services as an employee or independent contractor of the indemnitor.
Additional Indemnities. Each Party shall indemnify, defend, and hold harmless the other Party and the other Party’s Affiliates, Service Partners, and customers, and their respective officers, directors, employees, agents, successors and assigns, from any and all losses, liabilities, damages and claims, and all related costs and expenses (including reasonable legal fees and disbursements and costs of investigation, litigation, settlement, judgment, interest and penalties), arising from or in connection with any of the following: (a) the death or bodily injury of any person caused by the tortious conduct of the indemnitor; or (b) the damage, loss or destruction of any real or tangible personal property caused by the tortious conduct of the indemnitor.
Additional Indemnities. Each party (indemnitor) agrees to indemnify, defend and hold harmless the other, and its Affiliates, officers, directors, employees, agents, successors, and assigns (collectively, the indemnitee), from any and all Losses and threatened Losses arising from, in connection with, or based on allegations whenever made of, any of the following:
(a) The death or bodily injury of any agent, employee (other than an employee of the indemnitor), customer, business invitee, or business visitor or other person caused by the tortious conduct of the indemnitor (except to the extent that the indemnitor is considered a “special employer” under applicable workers compensation laws);
(b) The damage, loss or destruction of any real or tangible personal property caused by the tortious conduct of the indemnitor; and
(c) Any claim, demand, charge, action, cause of action, or other proceeding asserted against the indemnitee but resulting from an act or omission of the indemnitor in its capacity as an employer of a person.
Additional Indemnities. Each party (indemnitor) agrees to indemnify, defend and hold harmless the other, and its Affiliates, officers, directors, employees, agents, successors, and assigns (collectively, the indemnitee), from any and all Losses and threatened Losses arising from, in connection with, or based on allegations whenever made of, any of the following:
(a) the death or bodily injury of any agent, employee (other than an employee of the indemnitor), customer, business invitee, or business visitor or other person caused by the tortious conduct of the indemnitor (except to the extent that the indemnitor is considered a ‘special employer’ under applicable worker’s compensation laws and such laws offer liability limitation); and
(b) the damage, loss or destruction of any real or tangible personal property caused by the tortious conduct of the indemnitor.
Additional Indemnities. Notwithstanding anything to the contrary in Sections 15.1 and 15.2, Vastera shall be exclusively responsible for, shall bear, and shall defend, indemnify, and relieve Ford and Ford Subsidiaries against and from liability for all Losses resulting from bodily injury, sickness, or disease, including death at any time resulting therefrom, sustained by any person or persons, or on account of damage to or destruction of property, including that of Ford and Ford Subsidiaries, arising out of, or in connection with the performance of work by Vastera's employees, agents, and subcontractors on Ford's premises except that Vastera shall not be responsible for or indemnify against, defend against, or relieve Ford from liability for claims arising from the willful misconduct or the sole negligence of Ford.
Additional Indemnities. Subcontractor and Amdocs each agree to indemnify, defend and hold harmless the other and their respective Affiliates, officers, directors, employees, agents, representatives, successors, and assigns, from any and all Losses and threatened Losses arising from or in connection with any of the following: (a) the death or bodily injury of any agent, employee, customer, business invitee, business visitor or other person caused by the negligence or other tortious conduct of the indemnitor or the failure of the indemnitor to comply with its obligations under this Agreement; and (b) the damage, loss or destruction of any real or tangible personal property caused by the negligence or other tortious conduct of the indemnitor or the failure of the indemnitor to comply with its obligations under this Agreement.
Additional Indemnities. The Operating Partnership shall hold ---------------------- harmless, indemnify and defend each Contributor from and against: (a) any and all obligations, liabilities, liens or encumbrances, whether direct, contingent or consequential, arising from claims by third parties, in any way related to or arising from events or occurrences at an Asset after the date of the Final Closing, including, but not limited to, any damage to property or injury to or death of any person; and (b) all costs and expenses of each Contributor, including reasonable attorneys' fees, related to any actual or threatened actions, suits or judgements incident to any of the foregoing, whether or not any such action or suit is ever filed or such judgement is ever rendered.
Additional Indemnities. The Parties shall indemnify, defend and hold harmless one another, and their Affiliates, officers, directors, employees, agents, successors, and assigns, in accordance with the procedures described in this Agreement, from any and all losses and threatened losses arising from or in connection with any of the following:
(a) the death or bodily injury of any agent, employee, customer, business invitee, or business visitor or other person to the extent that it is caused by the tortious conduct of the indemnifying Party;
(b) the damage, loss or destruction of any real or tangible personal property to the extent that it is caused by the tortious conduct of the indemnifying Party; and
(c) any claim, demand, charge, action, cause of action, or other proceeding asserted against the indemnitee but to the extent that it results from an act or omission of the indemnifying Party in its capacity as an employer of the person asserting the claim.
