Distributor Indemnification. Distributor shall indemnify, defend and hold harmless the Company, each Fund, the Company's several officers and directors and any person who controls the Company or any Fund within the meaning of Section 15 of the 1933 Act, from and against any losses, claims, damages or liabilities, joint or several, to which any of them may become subject under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of, or are based upon, any breach of its representations and warranties in subsection 2 of Section V or its agreements in subsection 2 of the Section II hereof, or which arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectuses, or any application or other document executed by or on behalf of the Company, or arise out of, or are based upon information furnished by the Distributor filed in any Blue Sky Application, or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, which statement or omission was made in reliance upon and in conformity with information furnished to the Company or any of its several officers and directors by or on behalf of and with respect to Distributor specifically for inclusion therein, and shall reimburse the Company, each Fund, the Company's several officers and directors, and any person who controls the Company or any Fund within the meaning of Section 15 of the 1933 Act, for any legal or other expenses reasonable incurred by any of them in investigating, defending or preparing to defend any such action, proceeding or claim.
Distributor Indemnification. The Distributor will indemnify and hold harmless the Trust, the Trust’s several officers and trustees and any person who controls the Trust within the meaning of Section 15 of the Securities Act, from and against any losses, claims, damages or liabilities, joint or several, to which any of them may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect hereof) arise out of, or are based upon, (a) any breach of its representations and warranties in subsection 2 hereof or its agreements in subsection 2(a) of Section II hereof, or which arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectuses, any Blue Sky Application or any application or other document executed by or on behalf of the Trust, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, which statement or omission or alleged statement or alleged omission was made in reliance upon or in conformity with information furnished in writing to the Trust or any of its several officers and trustees by or on behalf of and with respect to the Distributor specifically for inclusion therein, (b) the Distributor’s willful misfeasance, bad faith or negligence in the performance of its duties or the Distributor’s reckless disregard of its obligations and duties under this Agreement, or (c) the Distributor’s failure to comply with laws applicable to it in connection with its activities hereunder (other than in respect of Trust-related advertisements or sales literature that fails to comply with applicable laws due to actions by a Fund or its investment adviser that are contrary to statements made in such advertisements or sales literature), and will reimburse the Trust, the Trust’s several officers and trustees, and any person who controls the Trust within the meaning of Section 15 of the Securities Act, for any legal or other expenses reasonably incurred by any of them in investigating, defending or preparing to defend any such action, proceeding or claim.
Distributor Indemnification. In addition to damages for which --------------------------- Distributor may be liable under law or equity or under the terms of this Agreement or any other applicable agreements, and subject to the provisions of Section 15.4 - "Indemnification Procedure", below, Distributor shall indemnify, defend and hold the Company, its affiliates and all officers, directors, employees and agents thereof, harmless from and against any and all claims, liabilities, losses, damages, costs and expenses (including without limitation reasonable attorney's fees, expenses and settlement costs, including appeal proceedings) (collectively, "Damages"), which the Company or any of its Affiliates and all officers, directors, employees and agents thereof may at any time sustain or incur by reason of or in connection with any claim, demand or other action initiated by any person or entity, arising from, related to or in any way connected with (i) Distributor's conduct under this Agreement and any other applicable agreements; (ii) Distributor's breach of this Agreement; (iii) Distributor's failure to comply with applicable laws and regulations; or (iv) Distributor's relations with anyone else, particularly regarding statements, representations or warranties made by Distributor not expressly authorized in writing by the Company hereunder. Furthermore, Distributor shall indemnify and hold the Company harmless from and against any and all claims, costs, damages and liabilities whatsoever asserted by any employee, agent, or representative of Distributor under any applicable termination, labor, social security or other similar laws and regulations. Distributor shall not be obliged to indemnify the Company from any such liability, loss, damage, cost or expense, to the extent that such liability, loss, damage, cost or expense was caused directly or indirectly by any act or omission or misrepresentation, or by breach of obligations specified in this Agreement by the Company.
Distributor Indemnification. Distributor shall indemnify, hold harmless and defend Supplier, its successors and assigns for all losses, claims and defense costs claimed by any third party for any injury, death or property damage suffered by such third party to the extent resulting from Distributor’s negligence, willful misconduct or breach of this Agreement.
Distributor Indemnification. Distributor hereby agrees to defend, hold harmless and indemnify Supplier, its Affiliates, and their respective agents, directors, officers and employees from and against any liability or loss or liability for any and all judgments, claims, causes of actions, suits proceedings, losses, damages, demands, fees, expenses, fines, penalties or costs (including reasonable attorney’s fees, costs, and disbursements), resulting from suits, claims, actions and demands, in each case brought by a third-party arising out of: (a) any breach of Distributor’s obligations under this Agreement, (b) a breach of any of Distributor’s representations and warranties under Section 9.2 or 9.3, (c) Written product claims, representations or warranties made by Distributor, Distributor’s Subdistributor or any of their respective agents of in advertising, publicity, promotion or sale of any Product where such product claims, representations or warranties were not provided by or approved by Supplier or are inconsistent with the Label Claims, (d) any infringement, misuse, misappropriation or violation of any intellectual property right of any third party by any trademark or trade name of Distributor or any of its Subdistributors or agents, (e) off-label promotion, marketing sale or distribution of the Products and any bodily harm or death caused by the off-label promotion, marketing, sale or distribution of the Product by Distributor, or (f) negligent handling by Distributor or any its Subdistributors or their respective agents.
Distributor Indemnification. Except as set forth in Section 11, if notified promptly in writing of any action (and all prior related claims) brought against COREL by Distributor's Customers or any third party relating to: (i) Distributor's performance or non-performance of its obligations hereunder; including, but not limited to negligence; (ii) Distributor's distribution of the Software, Merchandise and/or Technical Support Products through Distributor's System; (iii) Distributor's distribution of the Schedule "A" Software through Resellers; (iv) the maintenance, performance, non-performance or functionality of the Distributor System and/or Distributor Web Site; (v) breach of Section 10 warranties; (vi) misuse of any Customer Information or credit card information submitted to Distributor; (vii) Distributor Products or Distributor's distribution thereof; (viii) claims by a third party from whom Distributor has not received authorization to distribute such third party's Distributor Product; (ix) for the acts or omissions of the Affiliates or links created by the Affiliates; or (x) Distributor's security guarantee, Distributor will defend that action at its expense and will pay the costs (including reasonable attorney's fees) and damages finally awarded against COREL in the action, provided: that COREL provides Distributor with prompt written notice of such claim(s); that Distributor shall have sole control of the defense of any such action and all negotiation for its settlement or compromise; and that COREL, and where applicable, those for whom COREL is in law responsible, cooperate fully with Distributor in its defense of the action, at Distributor's expense. Notwithstanding the right for Distributor to control the defense of any action, and all negotiation for its settlement or compromise, Distributor agrees that it shall not enter into any final settlement with respect to any claims involving COREL's intellectual property without prior written authorization from COREL.
Distributor Indemnification. DISTRIBUTOR will indemnify, defend and hold PUBLISHER harmless from any costs, damages, losses, and expenses (including without limitation reasonable attorneys’ fees) relating to any third party claims, actions or proceedings against PUBLISHER arising out of or related in any way to the breach or alleged breach of DISTRIBUTOR’s obligations or representations under this Agreement.
Distributor Indemnification. Distributor agrees to indemnify and hold MANUFACTURER, its officers, directors and employees harmless from and against any and all claims, damages, costs, expenses (including, but not limited to, reasonable attorneys’ fees and costs) or liabilities that may result, in whole or in part, from Distributor’s negligence or willful misconduct in the distribution of the Products pursuant to this Agreement, or for representations or warranties made by Distributor related to the Products in excess of the warranties of MANUFACTURER. MANUFACTURER shall promptly inform Distributor of any suit or proceeding filed against MANUFACTURER and MANUFACTURER shall have the right, but not the obligation, to participate in the defense of any such suit or proceeding at MANUFACTURER’s expense. Distributor agrees to indemnify and hold MANUFACTURER harmless from and against all claims asserted against MANUFACTURER that arise as a result of:
Distributor Indemnification. Distributor shall defend Seller against any third-party claims and legal actions brought by a third party (i) alleging that use of the Equipment in contradiction of usage instructions from Seller or in violation of this Agreement infringes or misappropriates any intellectual property rights of, or has otherwise harmed, a third party; (ii) resulting from a representation made by Distributor to a third party (e.g., sale or promotion of equipment inconsistent with the FDA and FDA regulations and guidance related to the advertising, promotion, and labeling of medical devices, the Equipment’s instructions for use, and industry-standard medical device and business practices); or (iii) arising out of or related to Distributor’s use or alleged use of the Equipment other than as permitted under this Agreement (e.g., Distributor’s improper handling or storage of the Equipment). Distributor will pay any damages, losses, attorneys’ fees, and legal costs finally awarded against Seller as a result of any claim that is subject to indemnification under this Section.
Distributor Indemnification. Distributor will indemnify and hold Customer harmless from and against any Damages incurred in connection with any and all Claims arising out of (i) Distributor’s sale of the Products; (ii) Distributor’s negligent acts or omissions or willful misconduct; or (iii) Distributor’s breach of this Agreement. Distributor shall have no obligation to indemnify Customer in connection with any Claims caused by or based upon the negligence or intentional misconduct of Customer or Customer’s breach of this Agreement.
