Indemnification; Adjustments Sample Clauses
The "Indemnification; Adjustments" clause establishes the obligation of one party to compensate the other for certain losses, damages, or liabilities, and outlines how such amounts may be adjusted or offset. In practice, this clause typically requires the indemnifying party to reimburse the indemnified party for specific claims or expenses, and may allow for adjustments to the indemnification amount based on insurance recoveries, tax benefits, or other mitigating factors. Its core function is to allocate risk between the parties and ensure that financial responsibility for covered losses is clearly defined and fairly adjusted to reflect actual circumstances.
Indemnification; Adjustments. (a) You shall release, indemnify and hold harmless us and each of our affiliates, trustees, directors, members, officers, employees and agents from and against any and all losses, claims, damages, demands, actions, liabilities, costs and expenses (including reasonable attorneys’ fees) (“Losses”) arising out of or attributable to (i) any material misstatements in or omissions of material facts from any Prospectus, periodic report, or proxy statement of the Fund or any advertising material or sales literature supplied by you or the Fund or (ii) any breach by you of any representation, warranty or covenant made by you in this Agreement.
(b) We shall release, indemnify and hold harmless you and the Fund and each of your or the Fund’s affiliates, directors, members, officers, employees and agents (the “Lazard Indemnitees”) from and against any and all Losses arising out of or attributable to (i) our bad faith, negligence or willful misconduct in the performance of our duties and obligations under this Agreement; (ii) any breach by us of any representation, warranty or covenant made by us in this Agreement; (iii) any statement or representation that we or our agents or employees make concerning the Fund that is inconsistent with the Prospectus or advertising material or sales literature supplied by you or authorized by you in writing; and (iv) any sale of the Shares outside of the U.S. or in any U.S. state or other U.S. jurisdiction where you have indicated to us that the Shares were not properly qualified for sale.
(c) We agree not to seek a net asset value per Share of a Series as of a time other than the next calculated net asset value per Share following our receipt of a Client order (“As of Trade”) or to cancel or change a previously placed Account order without the prior approval of the Fund. We acknowledge that the Fund shall have complete and sole discretion as to whether or not to accept an As of Trade or to make a cancellation or change. If an As of Trade is authorized by the Fund to be processed as of a particular Business Day (as defined in Schedule D), we hereby warrant that such trade relates only to Client orders received by us by the Close of Trading (as defined in Schedule D) on that Business Day.
(d) In the event that we (i) with approval of the Fund, place an As of Trade other than to correct your or the Fund’s error, (ii) place or adjust trades after the latest time for the placement of orders through the Fund/SERV service of the NSCC or, for...
Indemnification; Adjustments. (a) Distributor shall release, indemnify and hold harmless Intermediary and each of Intermediary’s affiliates, trustees, directors, members, officers, employees and agents from and against any and all losses, claims, damages, demands, actions, liabilities, costs and expenses (including reasonable attorneys’ fees) (“Losses”) arising out of or attributable to (i) any untrue statement, or alleged untrue statement, of a material fact contained in any Prospectus, or arising out of or based upon any omission, or alleged omission, to state a material fact required to be stated in any Prospectus, or necessary to make the statements therein not misleading or (ii) a material breach of this Agreement by Distributor.
(b) Intermediary shall release, indemnify and hold harmless Distributor and the Fund and each of Distributor’s or the Fund’s affiliates, directors, members, officers, employees and agents (the “Fund Indemnitees”) from and against any and all Losses arising out of or attributable to (i) Intermediary’s bad faith, negligence or willful misconduct in the performance of Intermediary’s duties and obligations under this Agreement; (ii) a material breach of this Agreement by Intermediary; or (iii) an error in an order for Shares placed with Distributor by Intermediary or any redemption or exchange pursuant to instructions reasonably believed by Distributor to be genuine and to have been given by or on behalf of Intermediary.
(c) In the event that Intermediary (i) places an As of Trade other than to correct Distributor’s or the Fund’s error, (ii) places or adjusts trades after the latest time for the placement of orders through the Fund/SERV service of the NSCC or, for manual transactions, the Order Deadline (as defined in Schedule C), or (iii) fails to settle trades in the manner described on Schedule C, Intermediary does hereby release, indemnify and hold harmless the Fund Indemnitees from and against any and all Losses any of them may incur which arise out of or are attributable to such actions.
(d) Intermediary understands that, in accordance with established Fund procedures for correction of errors in the computation of the net asset value of Shares, the relevant Portfolios or their agent will make adjustments to the number of Shares owned in the Accounts and distribute underpayments to Intermediary for credit to the Accounts, as necessary to correct such errors in accordance with Fund procedures. If Intermediary, on behalf of Clients, receives amounts in exc...
Indemnification; Adjustments. Following the Closing and subject to Section 2.03(c), each Member’s Membership Percentage in the Company may be adjusted from time to time pursuant to Article 8 of this Agreement or otherwise as set forth in the LLC Agreement.
Indemnification; Adjustments. In the event any audit or similar proceeding results in adjustments which would render any representations made by Seller in Section 3.12 of this Agreement inaccurate, and such inaccuracy is the basis for a claim of indemnification under Section 10.2 of this Agreement, any Loss claimed by Buyer as a result of such adjustment shall be offset by any Tax benefit realized by Buyer or its affiliates as a result of such adjustment. Any such Tax benefit shall be equal to the amount by which the taxable income of Laurel and its subsidiaries (including AFL) is or will be reduced in any past, present or future period during which Buyer is responsible for Taxes, as a result of the adjustment in issue, without regard to any indemnification payment that may be made for this purpose.
Indemnification; Adjustments. (a) Fund Parties shall release, indemnify and hold harmless Service Organization and each of its affiliates, directors, trustees, members, officers, employees and agents from and against any and all losses, claims, damages, demands, actions, liabilities, costs and expenses (including reasonable attorneys' fees) ("Losses") arising out of or attributable to (1) any material misstatements in or omissions of material fact from any Prospectus, proxy or information statement or shareholder report of the Fund or any advertising material or sales literature supplied by Fund Parties or the Fund's principal underwriter; or (2) any material breach by a Fund Party of any representation, warranty or covenant made by it in this Agreement.
(b) Service Organization shall release, indemnify and hold harmless Fund Parties and their affiliates, directors, trustees, officers, employees and agents from and against any and all Losses arising out of or attributable to (1) Service Organization's bad faith, negligence or willful misconduct in the performance of its duties and obligations under this Agreement; (2) any material breach by Service Organization of any representation, warranty or covenant made by it in this Agreement; or (3) any sales of Shares in the Accounts in respect of customers outside of the U.S. or in any state or other jurisdiction of the U.S. where Fund Parties have indicated that the Shares were not properly qualified for sale.
(c) These indemnity agreements are in addition to any other liability which the parties may otherwise have. In no event shall either party be liable for indirect, special, consequential or incidental damages, even if advised of the possibility of such damages in advance and regardless of the form of the action.
Indemnification; Adjustments. All indemnification obligations under this Article 6 will be deemed adjustments to the Purchase Price for all federal, state and local income Tax purposes.
Indemnification; Adjustments. In the event any audit or similar proceeding results in adjustments which would render any representations made by Seller in Section 3.12 of this Execution Copy - 33 - Agreement inaccurate, and such inaccuracy is the basis for a claim of indemnification under Section 10.2 of this Agreement, any Loss claimed by Buyer as a result of such adjustment shall be offset by any Tax benefit realized by Buyer or its affiliates as a result of such adjustment. Any such Tax benefit shall be equal to the amount by which the taxable income of Laurel and its subsidiaries (including AFL) is or will be reduced in any past, present or future period during which Buyer is responsible for Taxes, as a result of the adjustment in issue, without regard to any indemnification payment that may be made for this purpose.
Indemnification; Adjustments. The payment or reimbursement of the Losses shall consider all tax aspects of such Losses so that the Indemnified Party is put in a position as if it had not suffered the Loss, provided that for the avoidance of doubt, such tax aspects shall not, along, qualify a Loss as attributable to a breach of Section 6.13. The Parties further agree that Losses shall be net of (i) any recovery or benefit (including insurance and indemnification) payable to an Indemnified Party in connection with the facts giving rise to the right of indemnification and, if the indemnified party receives such recovery or benefit after receipt of payment from the Indemnifying Party, then the amount of such recovery or benefit, net of reasonable expenses incurred in obtaining such recovery or benefit, shall be reimbursed to the Indemnifying Party; and (ii) any Tax benefit available to and that can legally be used by an Indemnified Party or any of its Affiliates in connection with the accrual, incurrence or payment of any such Losses (accepted by applicable tax authorities), provided that the adhesion to such Tax benefit is beneficial to the Company, at the joint discretion of Buyer and the Shareholder Representative.
Indemnification; Adjustments. If as a direct result of the facts giving rise to the right of indemnification under this Article IX there is a Tax benefit (applied on a last-used basis after consideration of all other deductions, credits, carryovers or carrybacks) and as a direct result of such Tax benefit there is an actual decrease of $ 10,000 or more in the overall Taxes paid by an Indemnified Party or an actual increase of $10,000 or more in the overall Tax refund received by an Indemnified Party (or any combination of actual decreases in Taxes paid or Increases in Tax refunds received that is, in the aggregate, $10,000 or more) for any period, the Indemnified Party shall promptly pay to the Indemnifying Party (taking into account other payments made by the Indemnified Party to the Indemnifying Party with respect to such Tax benefit for prior periods) the lesser of (i) the amount that will leave the Indemnified Party in the same after-Tax position (taking into account, with respect to Taxes, only actual Taxes paid and actual Tax refunds received) as if such Tax benefit had not been realized and (ii) the amount of the indemnification payment received by the Indemnified Party as a result of such facts. If such Tax benefit is subsequently disallowed in whole or part by any relevant taxing authority, the Indemnifying Party shall promptly pay to the Indemnified Party, following notice of such disallowance, an amount equal to the lesser of (i) the amount that will leave the Indemnified Party in the same after-Tax position (taking into account, with respect to Taxes, only actual Taxes paid and actual Tax refunds received, after giving effect to such disallowance) as if such Tax benefit, to the extent still realized, had not been realized, and (ii) the amount of payments previously received by the Indemnifying Party from the Indemnified Party with respect to such tax benefit pursuant to this Section 9.5. At the request of the Indemnifying Party, the Indemnified Party will certify as to the amount, if any, of such Tax benefit (or disallowance) for any period. The Indemnifying Party may also request, at its expense, that the Indemnified Party's independent accountants provide a certification that they have reviewed the Indemnified Party's certification and determined it is proper, which certification shall be final and binding on the parties hereto in the absence of manifest error; provided that if such accountants determine that such certification should properly have stated such Tax benefit...
Indemnification; Adjustments. (a) Transfer Agent shall release, indemnify and hold harmless Service Organization and each of its affiliates, directors, trustees, members, officers, employees and agents from and against any and all losses, claims, damages, demands, actions, liabilities, costs and expenses (including reasonable attorneys' fees) ("Losses") arising out of or attributable to (1) any material misstatements in or omissions of material fact from any Prospectus, periodic report, or proxy statement of a Fund or any advertising material or sales literature supplied by Transfer Agent or a Fund; (2) any material breach by Transfer Agent of any representation, warranty or covenant made by it in this o Agreement; or (3) any actions of Transfer Agent or its agents in connection with the performance of its obligations under this Agreement to the extent such actions constitute willful misfeasance, bad faith or negligence by Transfer Agent or its agents .
(b) Service Organization shall release, indemnify and hold harmless Transfer Agent and the Funds and each of their affiliates, directors, trustees, members, officers, employees and agents ("Fund Indemnitees") from and against any and all Losses arising out of or attributable to (1) any material misstatements or omissions of material fact that Service Organization or its agents make concerning the Funds that are inconsistent with any Fund's then-current prospectus, SAI, periodic reports to shareholders, proxy statements or any other material at Transfer Agent or its affiliates have provided to Service Organization; (2) any material breach by Service Organization of any representation, warranty or covenant made by it in this Agreement; or (3) any actions of Service Organization or its agents in connection with the performance of its obligations under this Agreement to the extent such actions constitute willful misfeasance, bad faith or negligence by Service Organization or its agents.
(c) Service Organization agrees not to seek a net asset value per Share as of a time other than the next calculated net asset value per Share following Service Organization's receipt of an Account order("As Of Trade") or to cancel or change a previously placed Account order without the prior approval of the Fund. Service Organization acknowledges that the Fund shall have complete and sole discretion as to whether or not to accept an As Of Trade or to make a cancellation or change. If an As Of Trade is authorized by the Fund to be processed as of a particular...