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. 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 an insured party and permitting the Clearing Firm to assume the policy in the event of the Introducing Firm ceasing operations.

Errors, Controversies and Indemnities. A. (i) Errors, misunderstandings or controversies, except those specifically otherwise covered in this Agreement, between the Introduced Accounts and the Introducing Firm Correspondent or any of its employees, which shall arise out of acts or omissions of or the Introducing Firm Correspondent or any of its employees (including, without limiting the foregoing, the failure of the Introducing Firm Correspondent to deliver promptly to the Clearing Firm CSC any instructions received by the Introducing Firm Correspondent 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 FirmCorrespondent. In the event, however, that by reason of such error, misunderstanding or controversy, the Introducing Firm Correspondent in its discretion deems it advisable to commence an action or proceeding against an Introduced Account, the Introducing Firm Correspondent shall indemnify and hold the Clearing Firm CSC harmless from any loss, liability, damage, cost or expense (including but not otherwise limited to fees and expenses of legal counsel)) which CSC may incur or sustain in connection therewith or under any settlement thereto. If such error, as incurredmisunderstanding or controversy shall result in the bringing of an action or proceeding against CSC, the Correspondent shall indemnify and hold CSC harmless from any loss, liability, damage, cost or expense (including but not otherwise limited to reasonable fees and expenses of legal counsel) which CSC may incur or sustain in connection therewith or under any settlement thereof. (ii) Errors, misunderstandings or controversies, except those specifically otherwise covered in this Agreement, between the Introduced Accounts and the Correspondent or any of its employees, which shall arise out of acts or omissions of CSC or any of its employees, shall be the Clearing Firm sole and exclusive responsibility and liability of CSC. In the event, however, that by reason of such error, misunderstanding or controversy, CSC in its discretion deems it advisable to commence an action or proceeding against an Introduced Account, CSC shall indemnify and hold the Correspondent harmless from any loss, liability, damage, cost or expense (including but not otherwise limited to reasonable fees and expenses of legal counsel) which the Correspondent 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 FirmCorrespondent, the Introducing Firm CSC shall indemnify and hold the Clearing Firm Correspondent harmless from any loss, liability, damage, cost or expense (including but not otherwise limited to reasonable fees and expenses of legal counsel), as incurred, ) which the Clearing Firm Correspondent 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 (iii) CSC 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 Correspondent 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 reasonable 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 Correspondent hereby agrees to indemnify and hold the Clearing Firm CSC harmless from and against any loss, liability, damage, cost or expense (including but not otherwise limited to reasonable 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 subsequent maintenance callcalls, in conformity with Article VI Section V hereof. D. (iv) The indemnification provisions in this Agreement 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 (v) Correspondent agrees to maintain, and to provide evidence thereof to the Clearing FirmCSC, at least $500,000 250,000 blanket brokers bond indemnity bond insurance covering any and all acts of its employees, agents and partners, with an insurance company reasonably acceptable to the Clearing FirmCSC, listing the Clearing Firm CSC as an insured party and permitting the Clearing Firm CSC to assume the policy in the event of the Introducing Firm Correspondent ceasing operations.