By Distributor. Distributor shall indemnify and hold harmless NW and each person who controls or is associated with NW within the meaning of such terms under the federal securities laws, and any officer, director, employee of NW or agent of the foregoing, against any and all joint or several losses, claims, damages or liabilities (including any investigative, legal and other expenses reasonably incurred in connection with, and any amounts paid in settlement of, any action, suit or proceeding or any claim asserted), to which NW and/or any such person may become subject under any statute or regulation, any NASD Rule or interpretation, at common law or otherwise, insofar as such losses, claims, damages or liabilities:
By Distributor. Distributor shall indemnify and hold harmless Insurer and any of its officers, directors, employees or agents, against any and all losses, claims, damages or liabilities, joint or several (including any investigative, legal and other expenses reasonably incurred in connection with, and any amounts paid in settlement of, any action, suit or proceeding or any claim asserted), to which Insurer and/or any such person may become subject under any statute or regulation, any FINRA Rule or interpretation, at common law or otherwise, insofar as such losses, claims, damages or liabilities:
By Distributor. Distributor shall indemnify and hold harmless the Trust and any officer, director or employee of the Trust against any and all losses, claims, damages or liabilities, joint or several (including any investigative, legal and other expenses reasonably incurred in connection with, and any amounts paid in settlement of, any action, suit or proceeding or any claim asserted), to which the Trust and/or any such person may become subject under any statute or regulation, any NASD rule or interpretation, at common law or otherwise, insofar as such losses, claims, damages or liabilities:
By Distributor. DISTRIBUTOR represents and warrants that:
By Distributor. Subject to the Indemnification Procedures, Distributor will defend Zeltiq with respect to any Claim brought against Zeltiq by a third party to the extent that such Claim arises from or is related to (i) Distributor’s use, marketing, resale, or distribution of the Products (excluding any Claims covered under the indemnity in Section 10(a)), (ii) a breach by Distributor of Section 2, (iii) translations of Zeltiq marketing, technical and other materials (to the extent liability is caused by the translation and not the material in their original form), or (iv) Distributor’s sale or distribution of Products outside the Territory. Distributor will pay any damages, costs, and expenses finally awarded to a third party by a court or in a settlement agreed to by Distributor arising from such Claims.
By Distributor. Distributor shall indemnify and hold harmless Insurer and each person who controls or is associated with Insurer within the meaning of such terms under the federal securities laws, and any officer, director, employee or agent of the foregoing, against any and all losses, claims, damages or liabilities, joint or several (including any investigative, legal and other expenses reasonably incurred in connection with, and any amounts paid in settlement of, any action, suit or proceeding or any claim asserted), to which Insurer and/or any such person may become subject under any statute or regulation, any FINRA rule or interpretation, at common law or otherwise, insofar as such losses, claims, damages or liabilities:
By Distributor. Distributor shall indemnify, defend and hold the Company harmless from and against any damages, claims, suits, actions, causes of action, demands, liabilities, losses, costs and expenses (including without limitation reasonable attorneys' fees and disbursements and court costs) as a result of or arising from any representations or warranties made by Distributor to customers or end users which (a) exceed the scope of the representations or warranties made by the Company to Distributor pursuant to Section 10 (Warranty) of this Agreement; or (b) contradict the documentation and/or information made available to Distributor by the Company regarding specifications, performance and intended use of the Products, provided that (i) the Company shall have promptly provided Distributor written notice thereof and reasonable cooperation, information and assistance in connection therewith, and (ii) Distributor shall have sole control and authority with respect to the defense, settlement or compromise thereof.
By Distributor. GUPTA shall invoice DISTRIBUTOR for all Products, GLS, and Services sold to DISTRIBUTOR, DISTRIBUTOR VARs, or End Users. DISTRIBUTOR shall pay all invoices by the end of the following month of receipt of invoice. Payment shall be by wire transfer in U.S. Dollars, with the sender responsible for any fees charged by the sending bank and the recipient responsible for any fees charged by the receiving bank. DISTRIBUTOR shall make all such payments without offset.
By Distributor. Distributor shall indemnify and hold harmless State Farm and any officer, director or employee of State Farm against any and all losses, claims, damages or liabilities, joint or several (including any investigative, legal and other expenses reasonably incurred in connection with, and any amounts paid in settlement of, any action, suit or proceeding or any claim asserted), to which State Farm and/or any such person may become subject under any statute or regulation, any NASD rule or interpretation, at common law or otherwise, insofar as such losses, claims, damages or liabilities:
By Distributor. Distributor shall indemnify and hold harmless FNWL and each person who controls or is associated with FNWL within the meaning of such terms under the federal securities laws, and any officer, director, employee of FNWL or agent of the foregoing, against any and all losses, claims, damages or liabilities, joint or several (including any investigative, legal and other expenses reasonably incurred in connection with, and any amounts paid in settlement of, any action, suit or proceeding or any claim asserted), to which FNWL and/or any such person may become subject under any statute or regulation, any FINRA rule or interpretation, at common law or otherwise, insofar as such losses, claims, damages or liabilities:
