Indemnification by agrees to indemnify and hold harmless the Company, its officers, directors, employees and agents and each Person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, together with each such Person’s respective officers, directors, employees and agents, and each affiliate of the Company (within the meaning of Rule 405 under the Securities), from and against any losses, claims, damages or liabilities, and any action or proceeding in respect thereof, to which the Company, its officers, directors, employees or agents, any such controlling Person and any officer, director, employee or agent of such controlling Person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as losses, claims, damages or liabilities (or action or proceeding in respect thereof) arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus or any other prospectus relating to the Common Shares, or any amendment or supplement thereto, any preliminary prospectus or any Issuer Free Writing Prospectus, or arise out of, or are based upon, any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of the Prospectus or any other prospectus relating to the Common Shares, or any amendment or supplement thereto, any preliminary prospectus or any Issuer Free Writing Prospectus in light of the circumstances in which they were made) not misleading in each case to the extent, but only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made therein in reliance upon and in conformity with written information related to or its plan of distribution furnished to the Company by or on behalf of expressly for use therein, and shall reimburse the Company, its officers, directors, employees and agents, and each Controlling Person of the Company, for any reasonable legal and other expenses incurred thereby in investigating or defending or preparing to defend against any such losses, claims, damages or liabilities, or actions or proceedings in respect thereof.
Indemnification by agrees to indemnify the Trustee for any and all liabilities, obligations, losses, damages, payments, costs or expenses, including attorneys fees, of any kind whatsoever which may be imposed on, incurred by or asserted against the Trustee as the result of any act or omission in any way relating to the maintenance and custody by ___________________ of the Trustee's Mortgage Files; provided, however, that ___________________ shall not be liable for any portion of any such amount resulting from the gross negligence or wilful misconduct of the Trustee.
Indemnification by shall indemnify, defend and hold harmless Eton, its Affiliates, and its and their respective officers, directors, shareholders, employees, agents and representatives (collectively “Eton Indemnitees”) from any and all losses, liabilities, damages and expenses, including reasonable attorneys’ fees and costs (collectively, “Losses”) arising from any claim, demand, action or other proceeding by a Third Party, to the extent arising out of or caused by (a) gross negligence or willful misconduct of ***, its agents or Affiliates; (b) any breach of any representation, warranty or covenant of this Agreement by ***; (c) *** failure to fully comply with all applicable laws regarding Product, its use, or any part thereof; or (d) infringement of any intellectual property rights of a Third Party or misappropriation by *** or its Affiliates of any know-how of a Third Party by use or exploitation of the *** Technology; provided, however, that the foregoing indemnity obligations shall not apply to the extent that any Loss arises from, is based on, or results from any matter set forth in Section 6.2 for which Eton is obligated to indemnify *** Indemnitees. ***Text has been omitted pursuant to Registrant’s confidential treatment request filed with the Securities and Exchange Commission (“Commission”) pursuant to Rule 406 under the Securities Act of 1933. The omitted text has been filed separately with the Commission.
Indemnification by. Except as otherwise provided in Paragraph 15(a) -------------------- above, * shall defend, indemnify and hold Retailer, its parent company, their affiliates, subsidiaries, and franchisees, and the officers, directors, agents, and employees of each, free and harmless from all Claims (including reasonable attorneys' fees) which may arise directly or indirectly out of or by reason of (i) copyright infringement by, or other third party Claim against, * with respect to the content of any Rental Picture, provided such Claim or infringement is not the result of the negligence of Retailer or any employee or agent of Retailer, (ii) a physical defect in any Licensed Unit provided to Retailer hereunder by *, provided such defect was not caused by the *Confidential material omitted and separately filed with the Commission under an application for confidential treatment. negligence of Retailer or any employee or agent of Retailer, and/or (iii) a breach or violation of this Agreement or any obligation, covenant, representation or warranty made hereunder by *.
Indemnification by. ARTA Subject to the provisions of this Article VI, ARTA agrees to indemnify, defend and hold harmless TEUM from and against any and all Losses incurred or suffered arising out of any breach of any representation or warranty in this Agreement and/or in any Transaction Document made or given by ARTA.
Indemnification by. [***] shall indemnify and hold Developer and Developer’s employees, shareholders, directors, officers and agents (collectively, “Developer Indemnified Parties”) harmless from and against, for any and all Losses which Developer Indemnified Parties may at any time incur, or become subject to, and agrees to promptly defend Developer Indemnified Parties from and reimburse Developer Indemnified Parties for, any and all Losses which Developer Indemnified Parties may at any time suffer or incur, or become subject to, as a result of or in connection with:
(a) any breach or inaccuracy of any representations and warranties made by [***] in or pursuant to this Agreement;
(b) any failure by [***] to carry out, perform, satisfy and discharge any of its covenants, agreements, undertakings, liabilities or obligations under this Agreement;
(c) any obligation or liability of [***] (contingent or otherwise) not explicitly assumed by Developer pursuant to this Agreement; and
(d) any suit, action or other proceeding brought by any Authority or Person in any way related to any of the foregoing matters.
Indemnification by. INCUMBENT Incumbent agrees to indemnify, defend and hold harmless PathNet and its Affiliates and their respective officers, directors, employees, agents, successors and assigns from and against any and all Losses and threatened Losses arising from, in connection with, or based on allegations of, any of the following:
(a) any claims of infringement of any patent, trade secret, copyright or other proprietary rights alleged to have occurred because of systems or other resources provided to PathNet by Incumbent.
(b) any claims arising out of the untruth, inaccuracy or breach of any representation or warranty of Incumbent set forth in this Agreement.
(c) the liability of PathNet for (i) any personal injury, disease or death of any person, (ii) damage to or loss of any property, money damages or specific performance owed to any third party (by contract or operation of law) or (iii) any fines, penalties, taxes, claims, demands, charges, actions, causes of action, assessments, environmental response costs, environmental penalties or injunctive obligations caused by, arising out of, or in any way incidental to, or in connection with, actions or omissions of Incumbent, its officers, directors, employees, Subcontractors or agents.
Indemnification by agrees to indemnify and hold harmless the Company, its directors, officers and each Person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, to the same extent as the foregoing indemnity from the Company to ________, but only with reference to information relating to ________ furnished to the Company in writing by ________ expressly for use in any Registration Statement (or any amendment thereto) or any Prospectus (or any amendment or supplement thereto); provided, however, that ________ shall not be obligated to provide such indemnity to the extent that such Damages result from the failure of the Company to promptly amend or take action to correct or supplement any such Registration Statement or Prospectus on the basis of corrected or supplemental information provided in writing by ________ to the Company expressly for such purpose. In no event shall the liability of ________ hereunder be greater in amount than the amount of the proceeds received by him upon the sale of the Registrable Shares giving rise to such indemnification obligation.
Indemnification by. [ * ]. [ * ] hereby agrees to indemnify and hold Insignia [ * ], its Affiliates (as defined in the LLC Agreement), Newco LLC and the employees, officers, directors, shareholders, members and partners of any of the foregoing (collectively, the "Insignia Indemnified Parties") harmless from and against any and all claims, costs, penalties, damages, losses, liabilities and expenses (including, without limitation, reasonable attorneys' fees and costs), whether known or unknown and whether absolute, accrued, contingent or otherwise (collectively, "Damages") that may at any time be asserted against or incurred by the Insignia Indemnified Parties, from and after the Closing, directly or indirectly resulting from, relating to, arising out of, or attributable to any of the following: (a) subject to the limitations set forth in Section 3.33, any inaccuracy, breach or failure to perform by [ * ] of any of its representations, warranties, covenants or obligations set forth herein or in any other document delivered by [ * ] pursuant hereto, other than the LLC Agreement, the Support Agreement, and the Joint and Several Undertaking ([ * ]), (b) subject to the limitations set forth in Section 3.33, any liability or obligation for which [ * ] has agreed, pursuant to the terms of this Agreement, to provide indemnification, (c) third party claims by employees of [ * ] or its Affiliates arising or accruing prior to 12:01 A.M. on the Closing Date, (d) any liabilities accruing under any of the Operating Agreements, Tenant Leases, [ * ] Agreements or any other written or oral agreement relating to the Property to which [ * ] or any of its affiliates is a party or under which [ * ] or any of its affiliates is obligated, and existing at any time prior to 12:01 A.M. on the Closing Date, and (e) any third party tort claims relating to any act or event occurring prior to 12:01 A.M. on the Closing Date; provided, however, that for purposes of this clause (e), a physical condition existing on or with respect to the Property as of a given time shall not in itself be deemed an act or event occurring at such time, and provided further, that the last sentence of Section 3.32 shall be construed and applied without regard to this Section 7.2.
Indemnification by. Buyer Buyer hereby agrees to defend, indemnify and hold harmless Seller, PCN and their successors, assigns and affiliates (collectively, "Seller Indemnitees") from and against any and all losses, deficiencies, liabilities, damages, assessments, judgments, costs and expenses, including attorneys' fees and expenses (both those incurred in connection with the defense or prosecution of the indemnifiable claim and those incurred in connection with the enforcement of this provision) (collectively, "Seller Losses"), caused by, resulting from or arising out of:
(i) breaches on the part of Buyer of its representations and warranties; and (ii) failures by Buyer to perform or otherwise fulfill any undertaking or agreement or obligation hereunder; and
(b) any and all actions, suits, proceedings, claims and demands incident to any of the foregoing or such indemnification; and
(c) PROVIDED, HOWEVER, that if any claim, liability, demand, assessment, action, suit or proceeding shall be asserted in respect of which a Seller Indemnitee proposes to demand indemnification ("Seller Indemnified Claims"), Seller or such other Seller Indemnitee shall notify Buyer thereof, provided further, however, that the failure to so notify Buyer shall not reduce or affect Buyer's obligations with respect thereto except to the extent that Buyer is materially prejudiced thereby. Buyer shall have the right promptly upon receipt of such notice to assume the control of the defense, compromise or settlement of any such Seller Indemnified Claims (provided that any compromise or settlement must be reasonably approved by Seller or PCN) including, at its own expense, employment of counsel reasonably satisfactory to Seller or PCN; provided, however, that if Buyer shall have exercised its right to assume such control, Seller or PCN may, in their discretion and at their expense, employ counsel to represent it (in addition to counsel employed by Buyer) in any such matter, and in such event counsel selected by Buyer shall be required to cooperate with such counsel of Seller or PCN in such defense, compromise or settlement.
