Indemnification 9. 1. The Trust, out of the Acquiring Fund’s assets and property, agrees to indemnify and hold harmless the Acquired Fund from and against any and all losses, claims, damages, liabilities or expenses (including, without limitation, the payment of reasonable legal fees and reasonable costs of investigation) to which the Acquired Fund may become subject, insofar as such loss, claim, damage, liability or expense (or actions with respect thereto) arises out of or is based on any breach by the Acquiring Fund of any of its representations, warranties, covenants or agreements set forth in this Agreement. 9.2. The Trust agrees, out of the Acquired Fund’s assets and property, agrees to indemnify and hold harmless the Acquiring Fund from and against any and all losses, claims, damages, liabilities or expenses (including, without limitation, the payment of reasonable legal fees and reasonable costs of investigation) to which the Acquiring Fund may become subject, insofar as such loss, claim, damage, liability or expense (or actions with respect thereto) arises out of or is based on any breach by the Acquired Fund of any of its representations, warranties, covenants or agreements set forth in this Agreement. 10. BROKERAGE FEES AND EXPENSES 10.1. The Trust, on behalf of both the Acquiring Fund and the Acquired Fund, represents and warrants that there are no brokers or finders entitled to receive any payments in connection with the transactions provided for herein. 10.2. The expenses relating to the proposed Reorganization will be borne by FBR Fund Advisers, Inc., the Acquired Fund, and/or the Acquiring Fund, as mutually agreed upon. The costs of the Reorganization shall include, but not be limited to, costs associated with obtaining any necessary order of exemption from the 1940 Act, legal fees and accounting fees with respect to the Reorganization, and all necessary taxes in connection with the delivery of the Assets, including all applicable federal and state stock transfer stamps. Notwithstanding any of the foregoing, expenses will in any event be paid by the party directly incurring such expenses if and to the extent that the payment by another person of such expenses would result in the disqualification of such party as a “regulated investment company” within the meaning of Section 851 of the Code. 11.
Indemnification 9. 6.1 The Tenant shall indemnify and keep the Government indemnified against all claims, costs, proceedings or actions whatsoever arising out of or in connection with any damage to property or injury to life arising from the tenancy hereby created. 9.7
Indemnification 9. .1. The Trust, out of each Acquiring Fund*s assets and property, agrees to indemnify and hold harmless the corresponding Acquired Fund from and against any and all losses, claims, damages, liabilities or expenses (including, without limitation, the payment of reasonable legal fees and reasonable costs of investigation) to which the Acquired Fund may become subject, insofar as such loss, claim, damage, liability or expense ( or actions with respect thereto) arises out of or is based on any breach by the Acquiring Fund of any of its representations, warranties, covenants or agreements set forth in this Agreement.
Indemnification 9. Section 3.1 Indemnities by the Seller 9 Section 3.2 Indemnities by the Servicer 11 Section 3.3 Notice of Claims 12
Indemnification 9. 1 The Successor Trust, out of each Successor Funds assets and property (including any amounts paid to the Successor Trust pursuant to any applicable liability insurance policies or indemnification agreements) agrees to indemnify and hold harmless the Predecessor Trust and its Trustees and officers from and against any and all losses, claims, damages, liabilities or expenses (including, without limitation, the payment of reasonable legal fees and reasonable costs of investigation) to which the corresponding Predecessor Fund may become subject, insofar as such loss, claim, damage, liability or expense (or actions with respect thereto) arises out of or is based on (a) any breach by the Successor Fund of any of its representations, warranties, covenants or agreements set forth in this Agreement or (b) any act, error, omission, neglect, misstatement, materially misleading statement, breach of duty or other act wrongfully done or attempted to be committed by the Successor Trust or its Trustees or officers prior to the Closing Date, provided that such indemnification by the Successor Trust (or the Successor Fund) is not (a) in violation of any applicable law or (b) otherwise prohibited as a result of any applicable order or decree issued by any governing regulatory authority or court of competent jurisdiction.
Indemnification 9. 1 Each party ("Indemnitor") shall indemnify, defend and hold harmless the other party ("Indemnitee"), and their officers, directors, employees, heirs successors and administrators from and against any and all claims, demands, suits, actions, liabilities, losses, damages, judgments, and/or legal or other expenses (collectively "Claims") which may arise from or in connection with the performance or non-performance of their obligations hereunder. If a Claim is asserted or action brought against Indemnitee as to which it believes it is entitled to indemnification under this Article, Indemnitee shall promptly notify Indemnitor in writing of such Claim. Prompt notice as contemplated in the preceding sentence shall mean such notice as would be required to enable Indemnitor to assert and prosecute appropriate defenses relative to such Claim or action in a timely manner. If Indemnitee fails to give Indemnitor prompt notice of any claim or action as provided in this Section, Indemnitor shall have no obligation to indemnify pursuant to this Article. Upon receipt of such notice request for indemnification, Indemnitor shall promptly make a determination of whether it is required to indemnify and shall promptly notify Indemnitee in writing of that determination.
Indemnification 9. 1 General Indemnification by C4T. C4T shall indemnify and hold harmless Merck, its Affiliates and their respective directors, officers, employees and agents, and their respective successors and assigns (collectively, the “Merck Indemnified Parties”) from, against and in respect of any and all liabilities, losses, costs and expenses (including reasonable attorneys’ and experts’ fees and costs and expenses), damages, fines, penalties or amounts paid in settlement, in each case, payable to Third Parties (collectively, “Losses”), in each case to the extent resulting from any Action and to the extent such Losses are incurred or suffered by the Merck Indemnified Parties or any of them as a result of, arising out of or relating to: except, in each case of (a) and (b), to the extent such Losses arise from any Action for which Merck would be required to indemnify C4T pursuant to Section 9.2.
Indemnification 9. 1. The Trust, out of the Acquiring Fund*s assets and property, agrees to indemnify and hold harmless the Acquired Fund from and against any and all losses, claims, damages, liabilities or expenses (including, without limitation, the payment of reasonable legal fees and reasonable costs of investigation) to which the Acquired Fund may become subject, insofar as such loss, claim, damage, liability or expense (or actions with respect thereto) arises out of or is based on any breach by the Acquiring Fund of any of its representations, warranties, covenants or agreements set forth in this Agreement. 9.2. The Company, out of the Acquired Fund*s assets and property, agrees to indemnify and hold harmless the Acquiring Fund from and against any and all losses, claims, damages, liabilities or expenses (including, without limitation, the payment of reasonable legal fees and reasonable costs of investigation) to which the Acquiring Fund may become subject, insofar as such loss, claim, damage, liability or expense (or actions with respect thereto) arises out of or is based on any breach by the Acquired Fund of any of its representations, warranties, covenants or agreements set forth in this Agreement. 10.
Indemnification 9. 1 Subject to the provisions of Sections 8.4 and 9. 10, CCL covenants and agrees to indemnify and save harmless the Purchaser, Kolmar and the Subsidiaries and their respective officers, directors and their employees (the "Purchaser Parties") from all damages, costs, expenses, liabilities, penalties or losses (collectively, "Losses") suffered or incurred by the Purchaser as a result of or arising directly or indirectly out of or in connection with: (a) any breach by CCL of or any inaccuracy of any representation or warranty of CCL contained in this Agreement provided that CCL shall not be required to indemnify and save harmless the Purchaser Parties in respect of any breach of a representation or warranty unless the Purchaser shall have provided notice to CCL in accordance with Section 9.4 on or prior to the expiry of the survival period for such representation and warranty as set out in Section 8.1 hereof; (b) any breach or non-performance by CCL or CCL Delaware of any covenant to be performed by it that is contained in this Agreement or in any agreement, certificate or document delivered pursuant hereto; and (c) any obligations imposed upon any Purchaser Party pursuant to Environmental Laws that arise in respect of those properties and
Indemnification 9. 1 Survival; Right to Indemnification Not Affected by Investigation 9.2 Indemnification and Payment of Damages by Medix. 9.3 Indemnification and Payment of Damages by Banyan. 9.4
