Common use of Additional Indemnities Clause in Contracts

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 purchased, sold, borrowed, delivered or transferred under this Agreement (including, without limitation, those that may have been forged, counterfeited, raised, altered, lost or stolen), and any adverse claims with respect to any securities purchased, sold, borrowed, delivered or transferred under this Agreement, it being understood that ICS shall be deemed to be solely an intermediary between Correspondent and Customers with respect to such securities and shall be deemed to make no representations or warranties other than as provided with respect to intermediaries in Section 8-306(3) of the Uniform Commercial Code; 5. any claim by any contra broker or any other person arising from or relating to ICS’ rejection of a transaction for clearance pursuant to the terms of this Agreement, or the failure by any contra broker designated by Correspondent to settle any transaction for an Account; 6. any errors or discrepancies in orders as transmitted by Correspondent to ICS; 7. the use of check-writing privileges in accordance with Section XXI.C. hereof; 8. any request by Correspondent to defer a buy-in or sell-out for an Account, or to extend the time for the making of a required margin payment by an Account, whether or not granted in whole or in part by ICS; 9. any guarantee by ICS of any signatures with respect to transactions in the Accounts; 10. the exercise by Correspondent Parties of discretionary authority over any Account; 11. any action or inaction by an agent holding a power of attorney for an Account on behalf of a principal; or 12. the breach by Correspondent of, or an untrue statement or omission in, any representation, warranty or covenant in this Agreement.

Additional Indemnities. Except to the extent otherwise provided in this Agreement and except to the extent resulting from the negligence of Ridge or any Ridge Party, Correspondent hereby agrees to shall indemnify, defend and hold the ICS Indemnitees harmless Ridge and any Ridge Party, from and against any lossallegations, liabilityclaims, damagedemands, claimproceedings, cost or expense suits, and actions and any liabilities, expenses, attorney’s fees (including but not limited fees and costs incurred in enforcing Ridge’s right to attorneys’ feesindemnification), and costs in each case as incurred, connection therewith arising directly or indirectly from or related to the Accounts Accounts, the Customers or any order or transaction contemplated by this Agreement, or as a result of any inquiry or investigation inves­tigation conducted in connection con­nection therewith or in the defense or settlement of any threatened or pending action or proceeding brought by any regulatory 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 includesame including, among other things, any loss, liabilityliabili­ty, damagedam­age, claim, cost or expense ex­pense (including including, but not limited to to, attorneys’ feesfees and expenses) 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 maintenance margin maintenance requirements, the failure of any Customer to pay interest in accordance with the applicable margin agreement(s), 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 Correspondent to perform any of the Correspondent Parties fully and properly to discharge their obligations and responsibilities duty, obligation, or responsibility with respect to Accountscustomer accounts as set forth in this Agreement, it being understood and agreed that Correspondent’s indemnification obligation under this Paragraph shall not be affected by the participation of Ridge or any of the ICS Indemnitees Ridge Party in any transaction shall not diminishgiving rise to such an obligation, reduce or otherwise affect Correspondent’s indemnification obligations hereunder, except to the extent that unless such participation has been finally determined by a court of competent jurisdiction to have been fraudulent constitutes recklessness, fraud, or grossly negligentcriminal conduct; 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 purchased, sold, borrowed, delivered or transferred under this Agreement (including, without limitation, those that may have been forged, counterfeited, raised, altered, lost or stolen), and any adverse claims with respect to any securities purchased, sold, borrowedbor­rowed, delivered or transferred under this Agreement, it being understood that ICS shall Ridge will be deemed to be solely and exclusively an intermediary between Correspondent and Customers with respect to such securities and shall will be deemed to make no representations or warranties other than as provided with respect to intermediaries in Section 8-306(3) 306 of the Uniform Commercial Code; 54. any claim by any contra broker or any other person arising from or relating to ICS’ Ridge’s rejection of a transaction for clearance pursuant to the terms of this Agreement, or the failure by any contra broker designated by Correspondent to settle any transaction for an Account; 65. any errors or discrepancies in orders as transmitted by Correspondent or Customer to ICSRidge; 76. the use of check-writing privileges in accordance with pursuant to Section XXI.C. hereofof this Agreement; 87. any request by Correspondent to defer a buy-in or sell-out for an Account, or to extend the time for the making of a required margin payment by an Account, whether or not granted in whole or in part by ICSRidge; 98. any guarantee by ICS Ridge of any signatures with respect to transactions a transaction in the Accountsan Account; 109. the exercise by Correspondent Parties of discretionary authority over any Account; 1110. any action or inaction by an agent holding a power of attorney for an Account on behalf of a principal; 11. any claim or dispute arising directly or indirectly from a Soft-Dollar Arrangement, Directed-Brokerage Arrangement, or Payment for Order Flow Arrangement; 12. any act or omission of Correspondent, its agents, employees or customers which infringes on any patent, trade secret, copyright, trademark, or other intellectual property right of Ridge; or 1213. the breach by Correspondent of, or an untrue statement or omission in, any representationrepresen­tation, warranty or covenant in this Agreement. In addition, Ridge shall indemnify, defend, and hold harmless Correspondent from and against any claims, demands, proceedings, suits, actions, liabilities, expenses, and reasonable attorney’s fees, and costs in connection therewith arising out of any grossly negligent, reckless misconduct, dishonest, fraudulent, or criminal act or omission on the part of any of Ridge’s officers or employees with respect to the services provided by Ridge under this Agreement.

Additional Indemnities. Correspondent hereby agrees 18.1 The Seller shall (by way of an adjustment of the Purchase Consideration for the Acquisition Shares, and the Purchase Consideration shall be deemed to indemnify, defend and have been reduced by the amount of such adjustment) hold the ICS Purchaser Indemnitees harmless from against (and against reimburse or pay to the relevant Purchaser Indemnitee) any lossand all Damages suffered or incurred by a Purchaser Indemnitee (whether arising prior to, liabilityat or after Completion) in relation to, damage, claim, cost or expense (including but not limited to attorneys’ fees), in each case as incurred, arising directly or indirectly resulting 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 following matters: 18.1.1 the Seller Transaction Expenses (including any amount which represents irrecoverable VAT 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 Taxes thereon) to the extent that such participation has been finally determined paid or incurred by a court of competent jurisdiction to have been fraudulent or grossly negligentany Group Company after Completion; 3. any willful misconduct or negligent act or omission on 18.1.2 Indebtedness as at 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 purchased, sold, borrowed, delivered or transferred under this Agreement (including, without limitation, those that may have been forged, counterfeited, raised, altered, lost or stolen), and any adverse claims with respect to any securities purchased, sold, borrowed, delivered or transferred under this Agreement, it being understood that ICS shall be deemed to be solely an intermediary between Correspondent and Customers with respect to such securities and shall be deemed to make no representations or warranties other than as provided with respect to intermediaries in Section 8-306(3) of the Uniform Commercial Code; 5. any claim by any contra broker or any other person arising from or relating to ICS’ rejection of a transaction for clearance pursuant Measurement Time to the terms of this Agreement, or the failure by any contra broker designated by Correspondent to settle any transaction for an Account; 6. any errors or discrepancies extent not already reflected in orders as transmitted by Correspondent to ICS; 7. the use of check-writing privileges and paid in accordance with Section XXI.C. hereof; 8. any request by Correspondent to defer a buy-in or sell-out for an Account, or to extend the time for the making of a required margin payment by an Account, whether or not granted in whole or in part by ICS; 9. any guarantee by ICS of any signatures with respect to transactions in the Completion Accounts; 10. 18.1.3 any Excluded Liabilities but: (a) in respect of any Specified Excluded Liabilities, only to the exercise by Correspondent Parties of discretionary authority over any Account;extent that: 11. any action (i) the fact, matter or inaction by an agent holding a power of attorney for an Account on behalf of a principalcircumstance giving rise to such Specified Excluded Liabilities is Disclosed; or 12. (ii) the breach relevant Purchaser Indemnitee cannot be reasonably expected to recover (or has pursued a Specified Excluded Liability Warranty Claim and has failed to recover) all Damages pursuant to a Specified Excluded Liability Warranty Claim which would otherwise be recovered by Correspondent ofsuch Purchaser Indemnitee pursuant to an Indemnity Claim in respect of the fact, matter or an untrue statement circumstance giving rise to such Specified Excluded Liabilities (including by reason of such fact, matter or omission incircumstance being Disclosed or the Purchaser having knowledge of such fact, matter or circumstance prior to the Signing Date); or (b) to the extent applicable, subject to Schedule 36 (Certain Accounting Matters); and 18.1.4 any representationLiabilities of any Group Company arising after Completion in respect of any Guarantee given by such Group Company for the benefit of any Third Party prior to Completion, warranty or covenant to the extent such Liabilities were not taken into account in the calculation of the Indebtedness Amount. 18.2 Other than paragraphs 5 (Conduct of Third Party Claims), 10 (Double Recovery) and 11 (Purchaser Indemnitees) of Schedule 17 (Limitation of Liability), the limitations and procedures set out in Schedule 17 (Limitation of Liability) shall not apply to any Claim pursuant to this AgreementClause 18 (Additional Indemnities).

Additional Indemnities. Correspondent hereby agrees to indemnify, defend and hold the ICS Indemnitees Clearing Broker indemnities 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 or effected pursuant to 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 arbitration or a court of competent jurisdiction, was caused solely primarily by the fraudulent conduct or gross negligence of ICSClearing Broker (in which case Clearing Broker shall bear responsibility only for the proportion of any such loss, liability, damage, claim, cost or expense finally determined by mutual agreement of the parties, arbitration or a court of competent jurisdiction to be attributable to Clearing Broker's fraudulent conduct or gross negligence). This indemnity is supplemental to any other obligation of Correspondent in this Agreement to pay or reimburse ICS Clearing Broker for any fees, expenses, losses, 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 art Account, the failure of any Customer timely to comply with initial margin or maintenance 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 Clearing Broker lndemnitees in any transaction shall not diminish, reduce or otherwise affect Correspondent’s 's indemnification obligations hereunder, except to the extent that such participation has been finally determined by arbitration or 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 purchased, sold, borrowed, delivered or transferred under this Agreement (including, without limitation, those that may have been forged, counterfeited, raised, altered, lost or stolen), and any adverse claims with respect to any securities purchased, sold, borrowed, delivered or transferred under this Agreement, it being understood that ICS Clearing Broker shall be deemed to be solely an intermediary between Correspondent and Customers with respect to such securities and shall be deemed to make no representations or warranties other than as provided with respect to intermediaries in Section 8-306(3) of the Uniform Commercial Code; 5. any claim by any contra broker or any other person arising from or relating to ICS’ Clearing Broker's rejection of a transaction for clearance and settlement pursuant to the terms of this Agreement, or the failure by any contra broker designated by Correspondent to settle any transaction for an Account; 6. any errors or discrepancies in orders as transmitted by Correspondent to ICSClearing Broker; 7. the use of check-writing privileges in accordance with Section XXI.C. hereof; 8. any request by Correspondent to defer a buy-in or sell-out for an Account, or to extend the time for the making of a required margin payment by an Account, whether or not granted in whole or in part by ICSClearing Broker; 9. any guarantee by ICS Clearing Broker of any signatures with respect to transactions in the Accounts; 10. the exercise by Correspondent Parties of discretionary authority over any Account; 11. any action or inaction by an agent holding a power of attorney for an Account on behalf of a principal; or 12. the breach by Correspondent of, or an untrue statement or omission in, any representation, warranty or covenant in this Agreement.