Distributor's Indemnification. The Distributor will indemnify, defend 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 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, liabilities (or actions or proceedings in respect hereof) arise out of, or are based upon, any breach of its representations and warranties in Section 4.2 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 was made in reliance upon and in conformity with written information furnished 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, 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 1933 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's Indemnification. The Distributor will indemnify, defend and hold harmless the Fund, each Series, the Fund's several officers and Directors and any person who controls the Fund or any Series 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 hereof) arise out of, or are based upon, any breach of its representations and warranties in subsection 2 hereof or its agreements in subsection 2 of Section II of this Agreement, 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 Fund, 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 was made in reliance upon and in conformity with information furnished in writing to the Fund or any of its several officers and Directors by or on behalf of and with respect to the Distributor specifically for inclusion therein, and will reimburse the Fund, each Series, the Fund's several officers and Directors, and any person who controls the Fund or any Series within the meaning of Section 15 of the 1933 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's Indemnification. Distributor shall defend, indemnify and hold harmless OMP from and against any claim of a third party that is either reduced to final, non-appealable judgment or settled with Distributor’s consent, not to be unreasonably withheld, to the extent arising out of or resulting from:
Distributor's Indemnification. Distributor agrees to indemnify, protect, hold harmless and defend Manufacturer and its officers, directors, shareholders, agents, and employees from and against any and all claims, suits, loss, liability, expense and damage, including costs of suit and attorneys' fees, arising out of the claim of any broker, finder or agent in connection with the making of this Agreement, or arising out of or in any way alleging any acts or omissions of Distributor in connection with Distributor's importation, sales, advertising, marketing, distribution, or other activities under or related to this Agreement. In addition, if a claim for which Distributor is obligated to provide indemnification is made, Manufacturer shall be entitled to defense by counsel of its choice, to be paid for by Distributor upon presentation of legal bills or requests for retainer. Product Warranties. Distributor acknowledges that Manufacturer has made no representation or warranty except as expressly provided with respect to the Articles. There are no implied warranties for merchantability or fitness for any particular purposes.
Distributor's Indemnification. Distributor shall defend, indemnify and hold ZO SKIN HEALTH harmless from and against any claim of a third party that is either reduced to final, non-appealable judgment or settled with Distributor's consent, not to be unreasonably withheld, to the extent arising out of or resulting from:
Distributor's Indemnification. Distributor will indemnify and hold harmless the Company from and against all claims, actions, damages, costs and expenses (including attorneys fees) arising out of any actual or threatened claim of infringement of any proprietary right, including copyrights, trademarks, patent rights and trade secrets, arising out of the inclusion of any product not supplied by the Company and combined with the Product for distribution as a Combined Product. Distributor's obligation to indemnify the Company will arise if the Company gives Distributor prompt notice of the claim and cooperates and consults fully with Distributor in its defense and/or settlement. If such an infringement claim is asserted, or if Distributor believes one likely, Distributor will have the right, but no obligation, to procure a license from the person claiming or likely to claim infringement.
Distributor's Indemnification. The Distributor shall indemnify the Service, its officers, agents, directors and employees from all liability to third parties including its Affiliates for damages, costs and expenses (including, without limitation, reasonable attorney's fees) but not for liability to each other except for music clearance or rights payments incurred by reason of: CONFIDENTIAL TREATMENT *****[Deleted pursuant to a request for Confidential Treatment and filed separately with the Securities and Exchange Commission
Distributor's Indemnification. Distributor agrees to indemnify, protect, hold harmless and defend Manufacturer and its officers, directors, shareholders, agents, and employees from and against any and all claims, suits, loss, liability, expense and damage, including costs of suit and attorneys' fees, arising out of the claim of any broker, finder or agent in connection with the making of this Agreement, or arising out of or in any way alleging any acts or omissions of Distributor in connection with Distributor's importation, sales, advertising, marketing, distribution, or other activities under or related to this Agreement. In addition, if a claim for which Distributor is obligated to provide indemnification is made, Manufacturer shall be entitled to defense by counsel of its choice, to be paid for by Distributor upon presentation of legal bills or requests for retainer. MANUFACTURER'S INDEMNITY THE MANUFACTURER AGGRESS TO INDEMNIFY THE DISTRIBUTOR AGAINST ANY LOSS THE THE USE OF THE MANUFACTURER'S TRADEMARK INFRINGES THE INTELLECTUAL PROPERTY OF ANY THIRD PARTY. Product Warranties. Distributor acknowledges that Manufacturer has made no representation or warranty except as expressly provided with respect to the Articles. There are no implied warranties for merchantability or fitness for any particular purposes.
Distributor's Indemnification. Distributor agrees to indemnify, protect, hold harmless and defend BAM and its officers, directors, shareholders, agents, and employees from and against any and all claims, suits, loss, liability, expense and damage, including costs of suit and reasonable attorneys’ fees, arising from any claim in connection with or arising out of or in any way related to (i) any failure of Distributor or any employee or agent of Distributor to comply with the terms of this Agreement; (ii) any breach of a warranty or representation made by Distributor under this Agreement; (iii) any representation made by Distributor or any employee or representative of Distributor to a third party that is specifically prohibited under the terms of this Agreement; or (iv) any negligent, intentional, or fraudulent act of Distributor or any employee or broker of Distributor. In addition, if a claim for which Distributor is obligated to provide indemnification is made, BAM shall be entitled to defense by counsel of BAM’s choice, to be paid for by Distributor upon presentation of reasonable legal bills or requests for retainer.
Distributor's Indemnification. Distributor shall indemnify, defend and hold harmless App Ventures and each of its subsidiaries, officers, directors, shareholders, representatives, agents and employees (the “App Ventures Indemnified Parties”) from and against all claims, damages, losses and expenses resulting from, arising out of, or imposed upon or incurred by any person to be indemnified hereunder by reason of (i) any breach of representation, warranty or covenant on the part of Distributor under this Agreement; (ii) other negligence or intentional misconduct of Distributor; (iii) such Product liability damages arising from the sale, distribution or marketing of the Product by Distributor (excluding such Product liability damages arising from the design, manufacture, testing, packaging, labeling, application or use of the Product) or App Ventures’s negligence or willful misconduct; or (iv) any indemnification obligations of Distributor as set forth herein
