Common use of Errors, Controversies and Indemnities Clause in Contracts

Errors, Controversies and Indemnities. A. Errors, misunderstandings or controversies, except those specifically otherwise covered in this Agreement, between the Introduced Accounts and the Introducing Firm or any of its employees, which shall arise out of acts or omissions of the Introducing Firm or any of its employees (including, without limiting the foregoing, the failure of the Introducing Firm to deliver promptly to the Clearing Firm any instructions received by the Introducing Firm from an Introduced Account with respect to the voting, tender or exchange of shares held in such Introduced Account), shall be the sole and exclusive responsibility and liability of the Introducing Firm. In the event, however, that by reason of such error, misunderstanding or controversy, the Introducing Firm in its discretion deems it advisable to commence an action or proceeding against an Introduced Account, the Introducing Firm shall indemnify and hold the Clearing Firm harmless from any loss, liability, damage, cost or expense (including but not otherwise limited to fees and expenses of legal counsel), as incurred, which the Clearing Firm may incur or sustain in connection therewith or under any settlement thereof. If such error, misunderstanding or controversy shall result in the bringing of an action or proceeding against the Clearing Firm, the Introducing Firm shall indemnify and hold the Clearing Firm harmless from any loss, liability, damage, cost or expense (including but not otherwise limited to fees and expenses of legal counsel), as incurred, which the Clearing Firm may incur or sustain in connection therewith or under any settlement thereof. B. Errors, misunderstandings or controversies, except those specifically otherwise covered in this Agreement, between the Introduced Accounts and the Introducing Firm or any of its employees, which shall arise out of acts or omissions of the Clearing Firm or any of its employees, shall be the sole and exclusive responsibility and liability of the Clearing Firm. In the event, however, that by reason of such error, misunderstanding or controversy, the Clearing Firm in its discretion deems it advisable to commence an action or proceeding against an Introduced Account, the Clearing Firm shall indemnify and hold the Introducing Firm harmless from any loss, liability, damage, cost or expense (including but not otherwise limited to fees and expenses of legal counsel), as incurred, which the Introducing Firm may incur or sustain in connection therewith or under any settlement thereof. If such error, misunderstanding or controversy shall result in the bringing of an action or proceeding against the Introducing Firm, the Clearing Firm shall indemnify and hold the Introducing Firm harmless from any loss, liability, damage, cost or expense (including but not otherwise limited to fees and expenses of legal counsel), as incurred, which the Introducing Firm may incur or sustain in connection therewith or under any settlement thereof. C. The Clearing Firm and the Introducing Firm both agree to indemnify the other and hold the other harmless from and against any loss, liability, damage, cost or expense (including but not otherwise limited to fees and expenses of legal counsel), as incurred, arising out of or resulting from any failure by the indemnifying party or any of its employees to carry out fully the duties and responsibilities assigned to the indemnifying party herein (including, without limitation, the indemnification obligations contained in this Agreement) or any breach of any representation or warranty herein by the indemnifying party under this Agreement. D. The indemnification provisions in this Agreement shall remain operative and in full force and effect, regardless of the termination of this Agreement, and shall survive any such termination. E. The Introducing Firm agrees to maintain, and to provide evidence thereof to the Clearing Firm, at least $500,000 blanket brokers indemnity bond insurance covering any and all acts of its employees, agents and partners, with an insurance company reasonably acceptable to the Clearing Firm, listing the Clearing Firm as one of the loss payees and permitting the Clearing Firm to assume the policy in the event of the Introducing Firm ceasing operations; such indemnity bond shall have a deductible of not more than $10,000.

Errors, Controversies and Indemnities. A. Errors, misunderstandings or controversies, except those specifically otherwise covered in this Agreement, between the Introduced Accounts and the Introducing Firm or any of its employees, which shall arise out of acts or omissions of the Introducing Firm or any of its employees (including, without limiting the foregoing, the failure of the Introducing Firm to deliver promptly to the Clearing Firm any instructions received by the Introducing Firm from an Introduced Account with respect to the voting, tender or exchange of shares held in such Introduced Account), shall be the sole and exclusive responsibility and liability of the Introducing Firm. In the event, however, that by reason of such error, misunderstanding or controversy, the Introducing Firm in its discretion deems it advisable to commence an action or proceeding against an Introduced Account, the Introducing Firm shall indemnify and hold the Clearing Firm harmless from any loss, liability, damage, cost or expense (including but not otherwise limited to fees and expenses of legal counsel), as incurred, which the Clearing Firm may incur or sustain in connection therewith or under any settlement thereof. thereof If such error, misunderstanding or controversy shall result in the bringing of an action or proceeding against the Clearing Firm, the Introducing Firm shall indemnify and hold the Clearing Firm harmless from any loss, liability, damage, cost or expense (including but not otherwise limited to fees and expenses of legal counsel), as incurred, which the Clearing Firm may incur or sustain in connection therewith or under any settlement thereof. B. Errors, misunderstandings or controversies, except those specifically otherwise covered in this Agreement, between the Introduced Accounts and the Introducing Firm or any of its employees, which shall arise out of acts or omissions of the Clearing Firm or any of its employees, shall be the sole and exclusive responsibility and liability of the Clearing Firm. In the event, however, that by reason of such error, misunderstanding or controversy, the Clearing Firm in its discretion deems it advisable to commence an action or proceeding against an Introduced Account, the Clearing Firm shall indemnify and hold the Introducing Firm harmless from any loss, liability, damage, cost or expense (including but not otherwise limited to fees and expenses of legal counsel), as incurred, which the Introducing Firm may incur or sustain in connection therewith or under any settlement thereof. If such error, misunderstanding or controversy shall result in the bringing of an action or proceeding against the Introducing Firm, the Clearing Firm shall indemnify and hold the Introducing Firm harmless from any loss, liability, damage, cost or expense (including but not otherwise limited to fees and expenses of legal counsel), as incurred, which the Introducing Firm may incur or sustain in connection therewith or under any settlement thereof. C. The Clearing Firm and the Introducing Firm both agree to indemnify the other and hold the other harmless from and against any loss, liability, damage, cost or expense (including but not otherwise limited to fees and expenses of legal counsel), as incurred, arising out of or resulting from any failure by the indemnifying party or any of its employees to carry out fully the duties and responsibilities assigned to the indemnifying party herein (including, without limitation, the indemnification obligations contained in this Agreement) or any breach of any representation or warranty herein by the indemnifying party under this Agreement. D. The indemnification provisions in this Agreement shall remain operative and in full force and effect, regardless of the termination of this Agreement, and shall survive any such termination. E. The Introducing Firm agrees to maintain, and to provide evidence thereof to the Clearing Firm, at least $500,000 blanket brokers indemnity bond insurance covering any and all acts of its employees, agents and partners, with an insurance company reasonably acceptable to the Clearing Firm, listing the Clearing Firm as one of the loss payees insured parties and permitting the Clearing Firm to assume the policy in the event of the Introducing Firm firm ceasing operations; such indemnity bond shall have a deductible of not more than $10,000.

Errors, Controversies and Indemnities. A. ErrorsThe Clearing Broker hereby agrees to indemnify, misunderstandings defend and hold harmless the Introducing Broker and each person, if any, who controls the Introducing Broker within the meaning of Section 20 of the 1934 Act, from and against any and all losses, claims, damages, liabilities and expenses, including attorneys' fees and costs, arising out of the bad faith, gross negligence or controversiescriminal acts or omissions on the part of any of the Clearing Broker's directors, except those specifically otherwise covered officers, or employees with respect to the services provided by the Clearing Broker under this Agreement. B. The Introducing Broker hereby agrees to indemnify, defend and hold harmless the Clearing Broker and each person, if any, who controls the Clearing Broker within the meaning of Section 20 of the 1934 Act from and against any and all losses, claims, damages, liabilities and expenses, including attorneys' fees and costs, arising out of one or more of the following: 1. Failure of any Introduced Account to make timely payment for the securities purchased by it or timely and good delivery of securities sold for it, the existence in any Introduced Account of any unsecured debit or unsecured short position, or the failure of any Introduced Account timely to comply with margin or margin maintenance calls (if such calls are timely made by the Clearing Broker), whether or not any margin extensions have been granted by the Clearing Broker and whether or not such extensions have been requested by the Introducing Broker; 2. Any check or draft given to the Clearing Broker by any Introduced Account being returned to the Clearing Broker unpaid or any delivery versus payment or receipt versus payment transaction being rejected by any Customer (or its agent); 3. Failure of the Introducing Broker to properly perform its duties, obligations and responsibilities as set forth in this Agreement; provided, however, that the participation of any employee of the Clearing Broker in any transactions referred to herein shall not affect the Introducing Broker's Indemnification obligations hereunder unless such participation by such employee of the Clearing Broker was in bad faith or grossly negligent; 4. Any dishonest, fraudulent, negligent or criminal act or omission on the part of any of the Introducing Broker's officers, partners, employees, registered representatives, agents or Customers; 5. All claims or disputes between the Introducing Broker and its customers with respect to the matters set forth in this Agreement, between the Introduced Accounts it being understood and agreed: (A) that the Introducing Firm or any Broker guarantees the validity of its employees, which shall arise out of acts or omissions of Customer orders in the Introducing Firm or any of its employees (including, without limiting the foregoing, the failure of the Introducing Firm to deliver promptly form such orders are transmitted to the Clearing Firm any instructions Broker by the Introducing Broker and guarantees to the Clearing Broker that each Customer will promptly and fully perform its commitments and obligations with respect to all transactions in its accounts carried by the Clearing Broker and (B) that checks received by the Clearing Broker from the Introducing Firm from an Introduced Account Broker's Customers shall not constitute payment until the proceeds have actually been received and credited to the Clearing Broker by its bank; 6. Any adverse claims with respect to any Customer securities delivered to or cleared by the votingClearing Broker, tender or exchange of shares held in such Introduced Account), it being understood and agreed that the clearing Broker shall be deemed to be an intermediary between the sole Introducing Broker and exclusive responsibility its Customers, and liability the Clearing Broker shall be deemed to make no representations or warranties other than as provided in Section 8-306(3) of the Introducing FirmUniform Commercial Code; 7. In the event, however, that The default by reason of such error, misunderstanding or controversy, any over-the-counter contra broker with whom the Introducing Firm in its discretion deems it advisable to commence an action or proceeding against an Introduced AccountBroker deals on a principal basis, giving the Clearing Broker for clearance; 8. The default by any third-party contra broker with whom the Introducing Firm shall indemnify and hold Broker rather than the Clearing Firm harmless from Broker executes a transaction for itself or a Customer; 9. A claim by any loss, liability, damage, cost third-party or expense (including but not otherwise limited to fees and expenses of legal counsel), as incurred, which the Clearing Firm may incur or sustain in connection therewith or under any settlement thereof. If such error, misunderstanding or controversy shall result in the bringing of an action or proceeding against the Clearing Firm, the Introducing Firm shall indemnify and hold the Clearing Firm harmless from any loss, liability, damage, cost or expense (including but not otherwise limited to fees and expenses of legal counsel), as incurred, which the Clearing Firm may incur or sustain in connection therewith or under any settlement thereof. B. Errors, misunderstandings or controversies, except those specifically otherwise covered in this Agreement, between the Introduced Accounts and the Introducing Firm or any of its employees, which shall arise contra broker arising out of acts or omissions of the Clearing Firm or Broker's rejection of any transaction pursuant to Article III of its employees, shall be the sole and exclusive responsibility and liability of the Clearing Firmthis Agreement; 10. In the event, however, that The breach by reason of such error, misunderstanding or controversy, the Clearing Firm in its discretion deems it advisable to commence an action or proceeding against an Introduced Account, the Clearing Firm shall indemnify and hold the Introducing Firm harmless from any loss, liability, damage, cost or expense (including but not otherwise limited to fees and expenses of legal counsel), as incurred, which the Introducing Firm may incur or sustain in connection therewith or under any settlement thereof. If such error, misunderstanding or controversy shall result in the bringing of an action or proceeding against the Introducing Firm, the Clearing Firm shall indemnify and hold the Introducing Firm harmless from any loss, liability, damage, cost or expense (including but not otherwise limited to fees and expenses of legal counsel), as incurred, which the Introducing Firm may incur or sustain in connection therewith or under any settlement thereof. C. The Clearing Firm and the Introducing Firm both agree to indemnify the other and hold the other harmless from and against any loss, liability, damage, cost or expense (including but not otherwise limited to fees and expenses of legal counsel), as incurred, arising out of or resulting from any failure by the indemnifying party or any of its employees to carry out fully the duties and responsibilities assigned to the indemnifying party herein (including, without limitation, the indemnification obligations contained in this Agreement) or any breach Broker of any representation or warranty herein made by it under this Agreement; 11. The Clearing Broker's guarantee of any signatures with respect to transactions in the accounts of any customers; and 12. The failure of any Customers to fulfill their obligations to the Introducing Broker or to the Clearing Broker, whether or not such failure is within the Introducing Broker's control. C. In case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant to this Article VII, such person (hereinafter called the indemnified party) shall promptly notify the person against whom such indemnity may be sought (hereinafter called the indemnifying party) in writing and the indemnifying party, upon request of the indemnified party, shall retain counsel satisfactory to the indemnified party to represent the indemnified party. It is understood that the indemnifying party under shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm (in addition to any local counsel) for all such indemnified parties, and that all such fees and expenses shall be reimbursed as they are incurred. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated in this AgreementSection, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (1) such settlement is entered into more than thirty (30) days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding. D. The indemnification provisions in this Agreement Article VII, and the indemnification provisions embodied within Article III hereof, shall remain operative and in full force and effect, regardless of the termination of this Agreement, and shall survive any such termination. E. The Introducing Firm agrees to maintain, and to provide evidence thereof In no event shall the Clearing Broker be responsible to the Clearing FirmIntroducing Broker, at least $500,000 blanket brokers indemnity bond insurance covering to any and all acts of its employees, agents and partners, with an insurance company reasonably acceptable Customers or to any other person for indirect or consequential damages arising out of any actual or alleged failure by the Clearing Broker to perform the functions or provide the services to the Clearing FirmIntroducing Broker required by this Agreement, listing the Clearing Firm as one even if notified of the loss payees possibility thereof. The Clearing Broker's sole responsibility and permitting the Clearing Firm liability for any such actual or alleged failure will be to assume the policy in the event of the Introducing Firm ceasing operations; such indemnity bond shall have a deductible of not more than $10,000Broker and only to the extent expressly provided by this Agreement.

Errors, Controversies and Indemnities. A. Errors, misunderstandings or controversies, except those specifically otherwise covered in this Agreement, between the Introduced Accounts and the Introducing Firm or any of its employees, which shall arise out of acts or omissions of the Introducing Firm or any of its employees (including, without limiting the foregoing, the failure of the Introducing Firm to deliver promptly to the Clearing Firm any instructions received by the Introducing Firm from an Introduced Account with respect to the voting, tender or exchange of shares held in such Introduced Account), shall be the sole and exclusive responsibility and liability of the Introducing Firm. In the event, however, that by reason of such error, misunderstanding or controversy, the Introducing Firm in its discretion deems it advisable to commence an action or proceeding against an Introduced Account, the Introducing Firm shall indemnify and hold the Clearing Firm harmless from any loss, liability, damage, cost or expense expense, penalties or taxes (including but not otherwise limited to fees and expenses of legal counsel), as incurred, ) which the Clearing Firm may incur or sustain in connection therewith or under any settlement thereof. If such error, misunderstanding or controversy shall 13 14 Tejas Securities Group, Inc. May 19, 2000 result in the bringing of an action or proceeding against the Clearing Firm, the Introducing Firm shall indemnify and hold the Clearing Firm harmless from any loss, liability, damage, cost or expense expense, penalties or taxes, (including but not otherwise limited to fees and expenses of legal counsel), as incurred, ) which the Clearing Firm may incur or sustain in connection therewith or under any settlement thereof. B. Errors, misunderstandings or controversies, except those specifically otherwise covered in this Agreement, between the Introduced Accounts and the Introducing Firm or any of its employees, which shall arise out of acts or omissions of the Clearing Firm or any of its employees, shall be the sole and exclusive responsibility and liability of the Clearing Firm. In the event, however, that by reason of such error, misunderstanding or controversy, the Clearing Firm in its discretion deems it advisable to commence an action or proceeding against an Introduced Account, the Clearing Firm shall indemnify and hold the Introducing Firm harmless from any loss, liability, damage, cost or expense expense, penalties or taxes, (including but not otherwise limited to fees and expenses of legal counsel), as incurred, ) which the Introducing Firm may incur or sustain in connection therewith or under any settlement thereof. If such error, misunderstanding or controversy shall result in the bringing of an action or proceeding against the Introducing Firm, the Clearing Firm shall indemnify and hold the Introducing Firm harmless from any loss, liability, damage, cost or expense expense, penalties or taxes, (including but not otherwise limited to fees and expenses of legal counsel), as incurred, ) which the Introducing Firm may incur or sustain in connection therewith or under any settlement thereof. C. The Clearing Firm and the Introducing Firm both agree to indemnify the other and hold the other harmless from and against any loss, liability, damage, cost or expense expense, penalties or taxes, (including but not otherwise limited to fees and expenses of legal counsel), as incurred, ) arising out of or resulting from any failure by the indemnifying party or any of its employees to carry out fully the duties and responsibilities assigned to the indemnifying party herein (including, without limitation, the indemnification obligations contained in this Agreement) or any breach of any representation or warranty herein by the indemnifying party under this Agreement. The Introducing Firm hereby agrees to indemnify and hold the Clearing Firm harmless from and against any loss, liability, damage, cost or expense, penalties or taxes, (including but not otherwise limited to fees and expenses of legal counsel) sustained or incurred in connection herewith in the event any Introduced Account fails to meet any initial margin call or maintenance call, in conformity with Article VIII hereof. D. The indemnification provisions in this Agreement shall remain operative and in full force and effect, regardless of the termination of this Agreement, and shall survive any such termination. E. The Introducing Firm agrees to maintain, and to provide evidence thereof to the Clearing Firm, at least $500,000 blanket brokers indemnity bond insurance covering any and all acts of its employees, agents and partners, with an insurance company reasonably acceptable to the Clearing Firm, listing the Clearing Firm as one of the loss payees and permitting the Clearing Firm to assume the policy in the event of the Introducing Firm ceasing operations; such indemnity bond shall have a deductible of not more than $10,000.

Errors, Controversies and Indemnities. A. Errors, misunderstandings or controversies, except those specifically otherwise covered in this Agreement, between the Introduced Accounts and the Introducing Firm or any of its employees, which shall arise out of acts or omissions of the Introducing Firm or any of its employees (including, without limiting the foregoing, the failure of the Introducing Firm to deliver promptly to the Clearing Firm any instructions received by the Introducing Firm from an Introduced Account with respect to the voting, tender or exchange of shares held in such Introduced Account), shall be the sole and exclusive responsibility and liability of the Introducing Firm. In the event, however, that by reason of such error, misunderstanding or controversy, the Introducing Firm in its discretion deems it advisable to commence an action or proceeding against an Introduced Account, the Introducing Firm shall indemnify and hold the Clearing Firm harmless from any loss, liability, damage, cost or expense (including but not otherwise limited to fees and expenses of legal counsel), as incurred, which the Clearing Firm may incur or sustain in connection therewith or under any settlement thereof. If such error, misunderstanding or controversy shall result in the bringing of an action or proceeding against the Clearing Firm, the Introducing Firm shall indemnify and hold the Clearing Firm harmless from any loss, liability, damage, cost or expense (including but not otherwise limited to fees and expenses of legal counsel), as incurred, which the Clearing Firm may incur or sustain in connection therewith or under any settlement thereof. B. Errors, misunderstandings or controversies, except those specifically otherwise covered in this Agreement, between the Introduced Accounts and the Introducing Firm or any of its employees, which shall arise out of acts or omissions of the Clearing Firm or any of its employees, shall be the sole and exclusive responsibility and liability of the Clearing Firm. In the event, however, that by reason of such error, misunderstanding or controversy, the Clearing Firm in its discretion deems it advisable to commence an action or proceeding against an Introduced Account, the Clearing Firm shall indemnify and hold the Introducing Firm harmless from any loss, liability, damage, cost or expense (including but not otherwise limited to fees and expenses of legal counsel), as incurred, which the Introducing Firm may incur or sustain in connection therewith or under any settlement thereof. If such error, misunderstanding or controversy shall result in the bringing of an action or proceeding against the Introducing Firm, the Clearing Firm shall indemnify and hold the Introducing Firm harmless from any loss, liability, damage, cost or expense (including but not otherwise limited to fees and expenses of legal counsel), as incurred, which the Introducing Firm may incur or sustain in connection therewith or under any settlement thereof. C. The Clearing Firm and the Introducing Firm both agree to indemnify the other and hold the other harmless from and against any loss, liability, damage, cost or expense (including but not otherwise limited to fees and expenses of legal counsel), as incurred, arising out of or resulting from any failure by the indemnifying party or any of its employees to carry out fully the duties and responsibilities assigned to the indemnifying party herein (including, without limitation, the indemnification obligations contained in this Agreement) or any breach of any representation or warranty herein by the indemnifying party under this Agreement. The Introducing Firm hereby agrees to indemnify and hold the Clearing Firm harmless from and against any loss, liability, damage, cost or expense (including but not otherwise limited to fees and expenses of legal counsel), as incurred, sustained or incurred in connection herewith in the event any Introduced Account fails to meet any initial margin call or maintenance call, in conformity with Article VI hereof. D. The indemnification provisions in this Agreement shall remain operative and in full force and effect, regardless of the termination of this Agreement, and shall survive any such termination. E. The Introducing Firm agrees to maintain, and to provide evidence thereof to the Clearing Firm, at least $500,000 blanket brokers indemnity bond insurance covering any and all acts of its employees, agents and partners, with an insurance company reasonably acceptable to the Clearing Firm, listing the Clearing Firm as one of the loss payees an insured party and permitting the Clearing Firm to assume the policy in the event of the Introducing Firm ceasing operations; such indemnity bond shall have a deductible of not more than $10,000.