Broker Indemnification. The Broker agrees to defend and indemnify the Producer, its parents, subsidiaries, affiliates, successors and assigns, and the shareholders, directors, officers, agents and employees of any of them (collectively the “Producer Indemnitees”), against and in respect of any and all claims (not including covered claims made under any policy properly issued in accordance with this Agreement), demands, actions, proceedings, liability, losses, damages, suffered, made or instituted against or incurred by the Producer Indemnitees, or any of them, and which arise solely out of or solely relate to (i) negligence of the Broker, or its employees or representatives, in discharging its obligations to the Producer or to policyholders; or (ii) any failure by the Broker, or its employees or representatives, to comply with any applicable information privacy laws; (iii) and failure by the Broker, or its employees or representatives to perform its obligations under this Agreement. Producer understands that Broker assumes no responsibility for any policy with regard to the adequacy, amount or form of coverage and agrees to indemnify and hold Broker harmless from any claim asserted against Broker in following the instructions of the Producer. Broker is not an insurer and does not guarantee the financial condition of the Insurer with whom it may place risks. Broker shall have no liability for non-payment of claims due to the insolvency of an Insurer, or otherwise, under contracts of insurance placed by Broker.
Broker Indemnification. In addition to any other obligations it may possess under other provisions of this Agreement, Broker shall indemnify, and hold harmless Pershing, and any controlling person of Pershing, from and against all allegations, claims, demands, proceedings, suits, and actions (“Claims”) and all liabilities, expenses, attorney’s fees (including fees and costs incurred in enforcing Pershing’s right to indemnification), and costs in connection therewith arising out of one or more of Broker’s or any of its contractor agent’s or employee’s negligent, dishonest, fraudulent, or criminal act, or omission including related to the following:
Broker Indemnification. Broker hereby agrees to indemnify, defend and hold harmless SLK from and against all claims, demands, proceedings, suits and actions made or brought against SLK, and to indemnify SLK's liabilities, losses, damages, expenses. reasonable attorneys fees and costs arising out of one or more of the following (except for those claims arising out of SLK's or any of its officers', partners', employees' or agents (x) breach of any provision of this Agreement or (y) gross negligence, willful misconduct or reckless, fraudulent or criminal acts or omissions):
(a) Failure of Broker to provide prompt notification of restrictions, suspensions, net capital deficiencies and other matters as required by Paragraph 6(a) above:
(b) Failure of Broker or Broker's customer to make payment when due for securities purchased, or to deliver when due, securities sold for the account of Broker or Broker's customers;
(c) Failure of a customer of Broker to meet any initial margin call or any maintenance call, except that SLK shall be responsible only for the portion of any such losses that are directly attributable to SLK's failure to give proper and timely notification to the customer of any call;
(d) Failure of Broker to properly perform its duties, obligations and responsibilities with respect to customer accounts (as set forth in Paragraph 6, above), it being understood that the participation of any employee of SLK in any transactions referred to in Paragraph 6 shall not affect Brokers indemnification obligations hereunder, unless such participation by SLK's employee was fraudulent, reckless, criminal or grossly negligent;
(e) Any dishonest, fraudulent, reckless, negligent or criminal act or omission on the part of Broker or arty of Brokers' officers, partners, employees or agents;
(f) All claims or disputes between Broker and its customers with respect to the matters set forth in this Agreement, it being understood.
(i) that Broker guarantees the validity of customer orders in the form such orders are transmitted to SLK by Broker, and guarantees to SLK that each customer will promptly and fully perform his commitments and obligations with respect to all transactions in all of the accounts carried by SLK hereunder, and (ii) that checks received by SLK from Broker's customers shall not constitute payment until they have been paid and the proceeds actually received and credited to SLK by its bank;
(g) Any adverse claims with respect to any customer securities delivered or cleared by SL...
Broker Indemnification. Broker shall indemnify, defend and hold harmless Company and its Affiliates against any Claims to which Company or its Affiliates may become subject, insofar as such Claims: (a) result from Company improperly paying any compensation under this Agreement; (b) arise out of or are based upon any negligent, improper, fraudulent or unauthorized acts or omissions by Broker, its employees, agents, trustees, Representatives, officers or directors, including but not limited to improper or unlawful sales practices, any untrue statement or alleged untrue statement of any material fact, any omission or alleged omission, any unauthorized use of sales materials or advertisements and any oral or written misrepresentations; or (c) arise out of or result from any breach of any representation or warranty, covenant, agreement, obligation or undertaking in this Agreement by Broker, its Representatives, or by any other person or entity acting on behalf of or under the control of Broker. Broker shall further reimburse Company and its Affiliates for any legal fees or other expenses actually and reasonably incurred by them in connection with investigating, defending, being witness in or participating in (including an appeal) any Claim for which indemnification is provided hereunder. Notwithstanding anything contained herein to the contrary, Broker shall not indemnify, defend or hold harmless Company and its Affiliates if an improper payment of any compensation under this Agreement or a judgment or other final adjudication adverse to Company or its Affiliates establishes that Company 's or its Affiliates' acts were committed in bad faith, were the result of active and deliberate dishonesty, were the result of willful misconduct or gross negligence, or Company or its Affiliates gained, in fact, a financial profit or other advantage to which Company or its Affiliates were not legally entitled. The foregoing indemnities shall, upon the same terms and conditions, extend to and inure to the benefit of each director, trustee, officer, agent and employee of Company and its Affiliates, and the foregoing exclusions from indemnification shall, upon the same terms and conditions, extend to and inure to the benefit of each director, trustee, officer, agent and employee of Broker and its Affiliates.
Broker Indemnification. The Buyer and Seller are agreeing that the Broker who has distributed the deposit monies according to the Agreement or Pennsylvania law will not be liable for that distribution. If the Buyer and/or the Seller name the Broker or Licensees in litigation, the party bringing suit will pay the Broker and Licensee’s legal fees.
Broker Indemnification. The Broker agrees to defend and indemnify American Specialty, its parents, subsidiaries, affiliates, successors and assigns, and the shareholders, directors, officers, agents and employees of any of them (collectively the “American Specialty Indemnitees”), against and in respect of any and all claims (not including covered claims made under any policy properly issued in accordance with this Agreement), demands, actions, proceedings, liability, losses, damages, judgments, costs and expenses, including, without limitation, attorneys’ fees, disbursements, court costs, and punitive, exemplary, or compensatory damages, suffered, made or instituted against or incurred by American Specialty lndemnitees, or any of them, and which directly or indirectly arise out of or relate to (i) negligence of the Broker or its employees or representatives, in discharging their obligations to American Specialty or to policyholders, (ii) failure by the Broker or its employees or representatives to comply with any applicable information privacy laws, and/or (iii) any failure by the Broker or its employees or representatives to perform their obligations under or relating to this Agreement.
Broker Indemnification. Broker shall indemnify, defend and hold REDSTONE and its officers, directors, employees, agents, affiliates and subsidiaries harmless against and in respect of, and shall reimburse REDSTONE for any and all losses, liabilities, claims, damages, costs including without limitation attorneys’ fees and costs, and actions suffered or incurred by REDSTONE which arise out of, result from or relate to: (a) material breach by Broker of any covenant, condition, term, obligation, representation or warranty contained (i) in this Agreement or the Guide, or (ii) in any Eligible Loan Application, Mortgage File document or in any written statement or certificate furnished by Broker pursuant to this Agreement or the Guide, including, without limitation, those arising from Broker’s fraud or negligence in the origination or processing of Loan Applications; or
Broker Indemnification. Lessee represents and warrants to Lessor that no real estate broker, agent, commissioned salesperson or other person has represented Lessee in the negotiations of this Agreement, other than CB Rxxxxxx Xxxxx and RREEF Management Company. Lessor agrees to pay all commissions due the foregoing broker. Lessee agrees to indemnify and hold Lessor harmless from and against any claim for any such commissions, fees or other form of compensation by any such third party claiming through the Lessee, including, without limitation, any and all claims, causes of action, damages, costs and expenses, including attorneys’ fees associated therewith.
Broker Indemnification. As part of the consideration for the granting of this Lease, Tenant represents and warrants to the Landlord that no broker or agent engaged or contacted by Tenant either negotiated or was instrumental in negotiating or consummating this Lease other than the Authorized Broker, and Tenant agrees to indemnify Landlord against any loss, expense (including reasonable attorneys’ fees and costs), cost or liability incurred by Landlord as a result of a claim by any broker or finder other than the Authorized Broker.
Broker Indemnification. The parties hereto represent and warrant to one another that no broker or agent engaged or contacted by Landlord or Tenant either negotiated or was instrumental in negotiating or consummating this Second Amendment other than CBRE, as Tenant’s broker and Exeter Property Group, as Landlord’s broker (collectively, “Broker”). Landlord and Tenant each hereby agree to indemnify one another against any loss, expense (including reasonable attorneys’ fees and costs), cost or liability incurred by a party as a result of a claim by any broker or finder other than Broker claiming by or through such indemnifying party that such broker or finder was instrumental in negotiating this Second Amendment and is due and owing a commission, fee or other payment as a direct result thereof. Broker shall be paid by Landlord pursuant to and in accordance with a separate written agreement between Landlord and Broker.
