INDEMNIFICATION a. In the event of any registration of any securities of the Company under the Securities Act, the Company shall, and hereby does, indemnify and hold harmless, to the extent permitted by applicable law, in the case of any registration statement filed pursuant to Section 10.1 or Section 10.2, the Seller of any Registrable Securities covered by such registration statement, its directors, officers, employees and agents, each other person who participates as an underwriter in the offering or sale of such Registrable Securities and each other person, if any, who controls such Seller or any such underwriter within the meaning of the Securities Act against any losses, claims, damages, or liabilities (or actions or proceedings whether commenced or threatened in respect thereof), joint or several, to which such Seller or any such director or officer or employee or agent or underwriter or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages, or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such Registrable Securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances under which they were made not misleading, and the Company shall reimburse such Seller and each such director, officer, employee, agent, underwriter and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action, or proceeding; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding, whether commenced or threatened in respect thereof), or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment, or supplement in reliance upon and in conformity with written information furnished t...
INDEMNIFICATION a. Vendor shall indemnify, defend and hold harmless Alorica and its affiliated companies, current and former officers, directors, employees, agents and representatives from and against any and all third party claims (including employment claims), causes of action, suits, damages, losses, costs and expenses (including, without limitation, attorneys’ fees and costs) arising out of (i) either Vendor's gross negligence or willful misconduct in connection with the performance of this Agreement or any Purchase Order or SOW hereunder, (ii) any third party claim of a Vendor’s breach of any obligation for which Vendor is responsible as employer or contractor of its Personnel (including any claims for payments) or other benefits, (iii) any claims for amounts due, penalties for other costs assessed and or claimed due and owing by or on behalf of any federal, state or local government, agency or other person resulting from or in connection with Vendor’s failure to pay any federal, state or local taxes or contributions imposed or required to be paid by Vendor or the Personnel, or (iv) the death or bodily injury of any agent, employee, or business visitor by the tortuous conduct of Vendor, whether covered by workers’ compensation insurance or otherwise; (v) the damage, loss obtener indemnización por los xxxxx causados por la entrega tardía.
INDEMNIFICATION a. The General Partners and the Affiliates of the General Partners performing certain services on behalf of the Fund shall be indemnified to the full extent provided by law for any loss, judgment, liability, expense or amount paid in settlement of any claims sustained by them which arise out of any act or omission performed or omitted by any or all of them within the scope of the authority conferred on them by this Agreement, if the General Partners determine, in good faith, that such act or omission was in the best interests of the Fund and that such act or omission did not constitute negligence or misconduct or breach of any other agreement with the Fund, provided that any indemnity under this Section shall be provided out of and to the extent of Fund assets only, and no Investor or Limited Partner shall have any personal liability on account thereof. B. Notwithstanding Section 5. 10A, the General Partners and the Affiliates of the General Partners performing certain services on behalf of the Fund and any person acting as a Broker-Dealer shall not be 'indemnified by the Fund for any liability, loss or damage incurred by any or all of them in connection with (i) any claim or settlement arising under federal or state securities laws unless (a) there has been a successful adjudication on the merits of each count involving such securities laws violations as to the particular indemnities and the court approves indemnification of the litigation costs, (b) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular indemnities and the court approves indemnification of the litigation costs, or (c) a court of competent jurisdiction approves a settlement of the claims and finds that indemnification of the settlement and related costs should be made, after being advised as to the current position of the Securities and Exchange Commission, the Massachusetts Securities Division, the California Commissioner of Corporations, the Pennsylvania Securities Commission, the Tennes- see Securities Commission and such other state securities administrators, as shall be required by such court, regarding indemnification for violations of securities law; or (ii) any liability imposed by law, including liability for negligence or misconduct. A-25
INDEMNIFICATION a. Servicer agrees to indemnify, defend and hold harmless Distributor and the Funds and their predecessors, successors, and affiliates, each current or former director, officer, employee, shareholder or agent and each person who controls or is controlled by Distributor from any and all losses, claims, liabilities, costs, and expenses, including reasonable attorney fees, that may be assessed against or suffered or incurred by any of them howsoever they arise, and as they are incurred, which relate in any way to: (i) any alleged violation of any statute or regulation (including without limitation the securities laws and regulations of the United States or any state or foreign country) or any alleged tort or breach of contract, related to the provision of Services by Servicer pursuant to this Agreement (except to the extent that Distributor's gross negligence or failure to follow correct instructions received from Servicer is the cause of such loss, claim, liability, cost or expense); (ii) any redemption or exchange pursuant to instructions received from Servicer or Servicer's Personnel; or (iii) the breach by Servicer of any of its representations and warranties specified herein or Servicer's failure to comply with the terms and conditions of this Agreement, whether or not such action, failure, error, omission, misconduct or breach is committed by Servicer or its predecessor, successor, or affiliate, each current or former partner, officer, director, employee or agent and each person who controls or is controlled by Servicer. This indemnity agreement is in addition to any other liability which Servicer may otherwise have. b. Distributor agrees to indemnify, defend and hold harmless Servicer and its predecessors, successors and affiliates, each current or former partner, officer, director, employee or agent, and each person who controls or is controlled by Servicer from any and all losses, claims, liabilities, costs and expenses, including reasonable attorney fees, that may be assessed against or suffered or incurred by any of them which arise, and which relate to any untrue statement of or omission to state a material fact contained in the Prospectus or any written sales
INDEMNIFICATION a. Corium shall indemnify and hold Abrika harmless from and against any and all liabilities, claims, demands, damages, costs, expenses or money judgments (including attorney’s fees incurred by or rendered against Abrika for personal injury, sickness, disease or death.) which arise out of: a) the negligence of Corium in carrying out the provisions of this Agreement; and b.) the breach by Corium of its warranties contained in Article 8 of this Agreement.
INDEMNIFICATION a. The General Partners and the Affiliates of the General Partners performing certain services on behalf the Partnership shall be indemnified to the full extent provided by law for any loss, judgment, liability, expense or amount paid in settlement of any claims sustained by them which arise out of any act or omission performed or omitted by any or all of them within the scope of the authority conferred on them by this Agreement, if the General Partners determine, in good faith, that such act or omission was in the best interests of the Partnership and that such act or omission did not constitute negligence or misconduct or breach of any other agreement with the Partnership, provided that any indemnity under this Section shall be provided out of and to the extent of Partnership assets only, and no Unitholder or Limited Partner shall have any personal liability on account thereof.
INDEMNIFICATION a. Each of the Companies hereby, jointly and severally, agrees to indemnify and hold harmless the Agents, the Arrangers, the Issuing Bank, each Lender and each of their affiliates and each of the respective officers, directors, employees, attorneys and agents of each (each an "Indemnified Party" under this subparagraph) from and against any and all claims, damages, losses, liabilities, obligations, payments, made or required to be made by the Agents or the Issuing Bank (or any of them) pursuant to any indemnity provided by the Agents or the Issuing Bank (or any of them) and reasonable expenses (including, without limitation, reasonable fees and disbursements of counsel) that may be incurred by or asserted or awarded against any Indemnified Party (including, without limitation, in connection with or by reason of
(i) the Line of Credit, the Letters of Credit (or any of them) or any drafts or acceptances relating thereto,
(ii) this Financing Agreement or the other Loan Documents or any of the transactions contemplated thereby,
(iii) the Blocked Accounts, the lockbox, the Revolving Loan Account, and/or any other deposit accounts and/or the agreements executed in connection therewith,
(iv) the method of handling the accounts and Accounts of the Collective Borrowers and Guarantors as herein provided,
(v) the Administrative Agent's or the Issuing Bank's or any Lender's relying on any instructions of any of the Collective Borrowers or any Guarantor,
(vi) any other action taken by the Administrative Agent in accordance with subparagraph (b) of Paragraph 3.6 of Section 3 of this Financing Agreement,
(vii) any violation or alleged violation of any Environmental Law by the Obligor and each of its subsidiaries; or any claim or expense which results from any of the Obligor's and each of its subsidiaries' operations, or from the release or threatened release at, to, or from any Real Estate of any Contaminants, or remedial action (as defined under the Comprehensive, Environmental Response, Compensation and Liability Act, 42 U.S.C.Ass. 9601 et seq., or any equivalent state, local or foreign law) or corrective action (as this term is used in Section 3004(u), 3004(v), and 3008(h) of the Resource Conservation and Recovery Act or any equivalent state, local or foreign law),
(viii) any other matter relating to or arising in connection with this Financing Agreement or any of the other Loan Documents or any part of the Collateral, which such Indemnified Party may sustain or incur, a...
INDEMNIFICATION a. No director of the corporation shall have any liability to the corporation of its shareholders for monetary damages for breach of fiduciary duty, except that this Article X shall not eliminate or limit the liability of a director (i) for any breach of such director's duty of loyalty to the corporation or its shareholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law (iii) for actions specified under Section 16-10-44 of the Utah Business Corporation Act, or (iv) for any transaction from which the director derived an improper personal benefit.
INDEMNIFICATION a. The General Partner, Affiliates of the General Partner performing certain services on behalf of the Fund and any person acting as a broker/dealer shall be indemnified to the full extent provided by law for any loss, judgment, liability, expense or amount paid in settlement of any claims sustained by them which arise out of any conduct, act or omission performed or omitted to be performed by any or all of them on behalf of or for the Partnership within the scope of the authority conferred on them by this Agreement, if the General Partner determines, in good faith, that such conduct, act or omission was in the best interests of the Partnership and that such act or omission did not constitute negligence or misconduct, provided that any indemnity under this Section shall be provided out of and to the extent of Partnership assets only, and no Investor or Limited Partner shall have any personal liability on account thereof.
INDEMNIFICATION a. The Company agrees that if the Executive is made a party, or is threatened to be made a party, to any action, suit or proceeding, whether civil, criminal, administrative or investigative (a "Proceeding"), by reason of the fact that he is or was a director, officer or employee of the Company or is or was serving at the request of the Company as a director, officer, member, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether or not the basis of such Proceeding is the Executive's alleged action in an official capacity while serving as a director, officer, member, employee or agent, the Executive shall be indemnified and held harmless by the Company to the fullest extent legally permitted or authorized by the Company's Articles of Incorporation or Bylaws or
