Indemnification by Affiliate Sample Clauses

Indemnification by Affiliate. Affiliate shall indemnify Network and its affiliates (including controlling persons and related companies), officers, directors, shareholders, employees and agents for, and shall hold them harmless from and against, any and all Losses that are sustained or incurred by or asserted against any of them and that (i) arise out of any breach of this Agreement by Affiliate or (ii) arise directly out of the addition of material to or the deletion of material from the content of the Service by Affiliate or the Systems and shall reimburse them for any and all Expenses reasonably incurred by any of them in connection with investigating, mitigating or defending any such Loss.
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Indemnification by Affiliate. Affiliate shall defend, hold harmless and indemnify 401K CRPA and its officers, officers, agents, representatives and employees against any and all claims, actions, proceedings, fines, penalties, damages, costs, expenses or other liability whatsoever arising out of, resulting from or relating to: (i) Affiliate’s use of the Compliance Product in an unauthorized or illegal manner; (ii) Affiliate’s breach of this Agreement or any Transaction; (iii) Affiliate’s gross negligence or willful misconduct; (iv) Affiliate’s relationship with its Customers or any Transaction; or (v) any representations or warranties provided or obligations undertaken by Affiliate regarding the Compliance Product that exceed the representations and warranties set forth in the Terms.
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Indemnification by Affiliate. AFFILIATE hereby agrees to defend, indemnify and hold harmless LLIECHE, its Resident(s), Fellow(s), agents and employees from any liability, damage or costs they may suffer as a result of claims, demands, or judgments against them arising out of the operation of the Program covered by this Agreement resulting from the acts or omissions of AFFILIATE, its agents, employees and the acts or omissions of LLIECHE's Resident(s) and/or Fellow(s), performed under the direction and supervision of AFFILIATE staff, which occur on the premises of or in the service of AFFILIATE. AFFILIATE agrees to give XXXXXXX notice in writing within thirty (30) days of any claim made against it on the obligations covered hereby.
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Indemnification by Affiliate. Affiliate shall indemnify Network and each Network Indemnitee for, and shall hold them harmless from and against, any and all Losses which are sustained or incurred by or asserted against any of them and which arise out of and relate to (i) any breach of this Agreement by Affiliate or (ii) the addition of material to or the deletion of material from the content of the Services by Affiliate or the Systems and shall reimburse them for any and all Expenses reasonably incurred by any of them in connection with investigating, mitigating or defending any such Loss, provided, however, that Affiliate will not have any obligation or liability under this Section 14(b) to the extent that Network has an obligation or liability with respect to the same Loss under Section 14(a). Network Indemnitee shall give Affiliate prompt notice of any claim or litigation to which its indemnity applies, provided that the Affiliate's obligations shall not be affected by any delay or failure in providing such notice unless Affiliate reasonably demonstrates that the defense or settlement of the claim was materially prejudiced thereby. Affiliate shall have the right to assume the defense of such claim or litigation (other than the entry of a guilty plea or similar plea by or on behalf of Network in a criminal or quasi-criminal action) with counsel selected by Affiliate and approved by Network (which approval shall not be unreasonably withheld by Network), in which case the Network Indemnitee will cooperate with the reasonable requests of Affiliate, at Affiliate's expense, in the Network Indemnitee's defense of such claim or litigation and shall have the right, but not the obligation, to join in and be represented by its own counsel, at its own expense. Affiliate shall not agree to any compromise or settlement terms with respect to claims for which Affiliate has an indemnification obligation hereunder that affect Network's rights or obligation other than the payment by Affiliate of a financial settlement (that releases Network from liability), without Network's prior written approval.
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Indemnification by Affiliate. Affiliate shall indemnify and hold Company free and harmless from any and all claims, damages or lawsuits (including reasonable attorneys' fees) arising out of negligence or malfeasant acts of Affiliate, its employees or its agents.
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Indemnification by Affiliate. Affiliate will indemnify, defend, and hold Client and its directors, officers, employees, agents, and assigns (collectively, “Client Indemnified Parties”) harmless against all claims, liabilities, losses, damages, and expenses, including reasonable attorneys’ fees and expenses, resulting from: (a) Affiliate’s performance of activities under or breach of this Agreement; or (b) any claims by Program participants, landlords, funders, government agencies, employees, subcontractors, suppliers, creditors, tax authorities or other persons in a relationship with Affiliate. Affiliate will not have any obligation to indemnify any Client Indemnified Party to the extent the liability is solely caused by the gross negligence, willful misconduct, or fraud of such Client Indemnified Party.
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Indemnification by Affiliate. Affiliate will indemnify, defend, and hold harmless HQ from all claims arising from Affiliate’s operations, including but not limited to system installations, contract performance and employment practices, and from losses due to Affiliate’s breach of the Agreement. Indemnification by HQ: HQ will indemnify, defend, and hold harmless Affiliate from all claims arising from HQ’s operations relating to the performance of HQ Services and HQ Core Activities.
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Related to Indemnification by Affiliate

  • Indemnification by Seller Seller shall, indemnify, defend, save and hold Purchaser, any assignee of Purchaser and their respective officers, directors, employees, agents and Affiliates (collectively, "Purchaser Indemnitees") harmless from and against all demands, claims, allegations, assertions, actions or causes of action, assessments, losses, damages, deficiencies, liabilities, costs and expenses (including reasonable legal fees, interest, penalties, and all reasonable amounts paid in investigation, defense or settlement of any of the foregoing and whether or not any such demands, claims, allegations, etc., of third parties are meritorious; collectively, "Purchaser Damages") asserted against, imposed upon, resulting to, required to be paid by, or incurred by any Purchaser Indemnitees, directly or indirectly, in connection with, arising out of, which could result in, or which would not have occurred but for, a breach of any representation or warranty made by Seller in this Agreement, in any certificate or document furnished at Closing pursuant hereto by Seller or any Ancillary Agreement to which Seller is or is to become a party, a breach or nonfulfillment of any covenant or agreement made by any Seller in this Agreement or in any Ancillary Agreement to which Seller is or is to become a party, and any and all liabilities of Seller of any nature whatsoever, whether due or to become due, whether accrued, absolute, contingent or otherwise, existing on the Closing Date or arising out of any transaction entered into, or any state of facts existing, prior to the Closing Date, except for any Assumed Liability. To the extent any Purchaser Indemnitee is entitled to collect Purchaser Damages, Purchaser shall, at its option and subject to the terms of the Escrow Agreement, be entitled to withdraw sufficient funds from the Escrow Fund pursuant to the Escrow Agreement in lieu of payment directly from Seller, and to the extent the amount due any Purchaser Indemnitee exceeds the balance of the funds held under the Escrow Agreement, Purchaser shall be entitled to collect such balance owned to Purchaser Indemnitee directly from Seller.

  • Indemnification by Client Client shall indemnify and hold Dalmore, its affiliates and their representatives and agents harmless from, any and all actual or direct losses, liabilities, judgments, arbitration awards, settlements, damages and costs (collectively, “Losses”), resulting from or arising out of any third party suits, actions, claims, demands or similar proceedings (collectively, “Proceedings”) to the extent they are based upon (i) a breach of this Agreement by Client, (ii) the wrongful acts or omissions of Client, or (iii) the Offering.

  • Indemnification by Owner To the fullest extent permitted by law, Owner shall indemnify and hold harmless Engineer, Engineer’s officers, directors, partners, agents, employees, and Consultants from and against any and all claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals, and all court, arbitration, or other dispute resolution costs) arising out of or relating to the Project, provided that any such claim, cost, loss, or damage is attributable to bodily injury, sickness, disease, or death or to injury to or destruction of tangible property (other than the Work itself), including the loss of use resulting therefrom, but only to the extent caused by any negligent act or omission of Owner or Owner’s officers, directors, partners, agents, consultants, or employees, or others retained by or under contract to the Owner with respect to this Agreement or to the Project.

  • Indemnification by Adviser The Adviser shall indemnify and hold harmless the Company and the Operating Partnership from contract or other liability, claims, damages, taxes or losses and related expenses including attorneys’ fees, to the extent that (i) such liability, claims, damages, taxes or losses and related expenses are not fully reimbursed by insurance and (ii) are incurred by reason of the Adviser’s bad faith, fraud, willful misconduct, gross negligence or reckless disregard of its duties under this Agreement; provided, however, that the Adviser shall not be held responsible for any action of the Board in following or declining to follow any advice or recommendation given by the Adviser.

  • Indemnification by Dalmore Dalmore shall indemnify and hold Client, Client’s affiliates and Client’s representatives and agents harmless from any Losses resulting from or arising out of Proceedings to the extent they are based upon (i) a breach of this Agreement by Dalmore or (ii) the wrongful acts or omissions of Dalmore or its failure to comply with any applicable federal, state, or local laws, regulations, or codes in the performance of its obligations under this Agreement.

  • Indemnification By You 7.1.1 You agree to indemnify and hold harmless the Underwriter, the Trust and each of its Trustees, officers, employees and agents and each person, if any, who controls the Trust within the meaning of Section 15 of the 1933 Act (collectively, the "Indemnified Parties" and individually the "Indemnified Party" for purposes of this Section 7) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with your written consent, which consent shall not be unreasonably withheld) or expenses (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal counsel fees incurred in connection therewith) (collectively, "Losses"), to which the Indemnified Parties may become subject under any statute or regulation, or at common law or otherwise, insofar as such Losses are related to the sale or acquisition of shares of the Trust or the Contracts and

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