Indemnification by Agent. Subject to the limitations contained in Section 5 of this Agency Agreement, and in addition to the indemnification set forth in Section 4(b) below, the Agent agrees to indemnify and hold harmless each Lender from and against damages, losses, costs and fees incurred by the Lender that result from Agent’s negligence, willful misconduct or fraud in performing its duties hereunder.
Indemnification by Agent. Agent agrees to indemnify and hold harmless the Company and the Operating Partnership, the Company’s directors, each of the Company’s officers who signed the Registration Statement, and each person, if any, who controls the Company or the Operating Partnership within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 10, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), any “issuer free writing prospectus” (as defined in Rule 433 under the Securities Act) or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Agent Information, furnished in writing to the Company by Agent expressly for use therein. The indemnity agreement set forth in this Section 10(b) shall be in additional to any other liabilities that Agent may otherwise have.
Indemnification by Agent. The Company and the Seller hereby agree to indemnify the Buyer and hold it harmless from and in respect of any assessment, loss, damage, liability, cost, and expense (including, without limitation, interest, penalties, and reasonable attorneys' fees), imposed upon or incurred by the Buyer resulting from a breach of any agreement, representation, or warranty of the Company or by the Seller, including, but not limited to, any undisclosed liabilities or obligations of the Company, whether known by Seller or not, as described in Section 3.05 of this Agreement. Assertion by the Buyer of its right to indemnification under this Section 5.02 shall not preclude the assertion by the Buyer of any other rights or the seeking of any other remedies against the Company or the Seller.
Indemnification by Agent. AGENT IRREVOCABLY AGREES TO INDEMNIFY, DEFEND, AND HOLD HARMLESS THE WAR TEAM. (“THE WAR TEAMI”), EACH OF THE WAR TEAMI’S SUBSIDIARIES, AND IT’S OR THEIR RESPECTIVE SHAREHOLDERS, DIRECTORS, OFFICERS, MANAGERS, MEMBERS, EMPLOYEES, AGENTS, REPRESENTATIVES, AND AFFILIATES (COLLECTIVELY, “INDEMNITEES”), JOINTLY, SEVERALLY, AND IN ANY COMBINATION, FOR, FROM AND AGAINST ANY AND ALL ACTUAL, ANTICIPATED, OR THREATENED CIVIL OR ADMINISTRATIVE ACTIONS, DEMANDS, COSTS, CLAIMS, LOSSES, LIABILITIES, INJURY, PENALTIES, FEES (INCLUDING DOCUMENT PRODUCTION FEES), THE WAR TEAM EXPENSES, DAMAGE AWARDS, JUDGMENTS, SETTLEMENT AMOUNTS, AND OTHER DAMAGES (INCLUDING BUT NOT LIMITED TO COURT COSTS, INVESTIGATION COSTS, WITNESS FEES, REASONABLE ATTORNEYS’ FEES, AND OTHER DEFENSE COSTS) (COLLECTIVELY, “LOSSES”), WITHOUT ANY MONETARY LIMITATION OR CAP, ARISING FROM OR RELATING IN ANY WAY TO ANY OF THE FOLLOWING, OR ANY ALLEGATION OF ANY OF THE FOLLOWING: (i) Agent’s performance of the Services; (ii) Agent’s performance of Professional Services (as that term is defined in THE WAR TEAM’s E&O Policy); (iii) Agent’s breach of this ICA; (iv) Agent’s noncompliance with THE WAR TEAM’s Policies; (v) any of Agent’s representations or warranties under this ICA being less than true, correct, and complete; (vi) any of the four conditions set forth in Section 10(c), above, not being or no longer being met; (vii) exercise of THE WAR TEAM’s settlement authority as set forth in Section 10(d), above; (viii) the refutation of, or any attempt to refute, any of Agent’s waivers within this ICA or in THE WAR TEAM’s Policies; (ix) any Team Agreement (as such term is defined in THE WAR TEAM P&Ps) to which Agent is or was a party; (x) Agent's filing of a Civil or Administrative Action against another real estate licensee affiliated with THE WAR TEAM or any of its subsidiaries (regardless of whether prior written notice is provided to Agent’s Managing Broker); (xi) Agent's filing of a Civil or Administrative Action against THE WAR TEAM, any of THE WAR TEAMI’s subsidiaries, and/or any of its or their respective employees (regardless of whether prior written notice is provided to any of them);
Indemnification by Agent. The Agent will indemnify and hold ------------------------ harmless ATLANTIC, each of ATLANTIC's directors, each of ATLANTIC's officers who has signed the Registration Statement, and each person, if any, who controls ATLANTIC within the meaning of the Securities Act, against any loss, claim, damage or liability to which ATLANTIC or any such director, officer or controlling person may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage or liability (or action in respect thereof) arises out of or is based upon (a) an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any preliminary prospectus or the Prospectus or any amendment or supplement thereto or in any Blue Sky Application or (b) the omission or alleged omission to state in the Registration Statement or any preliminary prospectus or the Prospectus or any amendment or supplement thereto or in any Blue Sky Application a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to ATLANTIC through the Agent or by or on behalf of the Agent specifically for use in the preparation of the Registration Statement or any such preliminary prospectus or the Prospectus or any such amendment or supplement thereto or any such Blue Sky Application; and will reimburse any legal or other expenses reasonably incurred by ATLANTIC or any such director or officer or controlling person in connection with investigating or defending against or appearing as a third-party witness in connection with any such loss, claim, damage, liability or action. This indemnity agreement is in addition to any liability which the Agent may otherwise have and shall survive the delivery of and payment for the Unsubscribed Shares.
Indemnification by Agent. Agent shall defend and hold harmless HEALTH FIRST, its trustees, board members, officers, employees and agents against any claim, legal action for injunctive relief or damages, and administrative proceeding, by a third party of any type where such claim, legal action or administrative proceeding arises from the acts or omissions of Agent, its directors, officers, employees or agents under the terms and conditions of this Agreement. Such defense of HEALTH FIRST by Agent shall be solely at Agent’s expense, by counsel reasonably acceptable to HEALTH FIRST. HEALTH FIRST shall have the right, solely within its discretion to take control of its own defense at any time at its own expense.
Indemnification by Agent. TA and the Trust and their officers, directors and employees shall not be responsible for and Agent shall indemnify and hold TA and the Trust and their officers directors and employees harmless against any and all losses, damages, costs, charges, counsel fees, payments, expenses and liabilities arising out of or attributable to:
(1) The Agent's refusal or failure to comply with the terms of this Agreement, or which arise out of the Agent's lack of good faith, gross negligence or willful misconduct or which arise out of the breach of any material representation or warranty of Agent hereunder.
(2) The reliance on or use by Trust or TA or their sub-transfer agents or subcontractors of information, records and documents in proper form which:
(a) are received by Trust or TA or their sub-transfer agents or subcontractors and furnished to them by or on behalf of Agent, regarding the purchase, redemption or transfer of shares, or
(b) have been prepared and/or maintained by Agent or its affiliates or any other person or firm on behalf of Agent. Notwithstanding the above, the TA shall not be protected by this Article 6.B. from liability for any act or omission resulting from TA's lack of good faith, negligence, or willful misconduct.
Indemnification by Agent. Agent shall indemnify and hold WUNA, its affiliates, and their respective officers, directors, agents and employees, harmless from and against any claims, losses, causes of action, damages, liabilities or expenses (including reasonable attorneys’ fees and expenses) arising out of or resulting from:
(a) any violation of this Agreement; (b) Agent’s failure to comply with Applicable Law; (c) any failure to adhere to the Service Requirements (including any payments of Money Transfers to other than the intended recipients, in excess of the authorized amount, or resulting from any failure to xxxx the transaction as paid-out in the will call file); (d) any claim or dispute regarding Agent’s debit or credit of funds from a consumer’s Designated Account; (e) any negligence, recklessness or willful misconduct of Agent, its officers, directors, agents or employees, as applicable; (f) the loss, misuse, theft, burglary, forgery, robbery or other crime, destruction, disappearance and all other causes of loss with respect to the MT Trust Funds, including the receipt of counterfeit currency or checks; or (g) any claim or dispute related to fraud on an Account Holder’s Designated Account. The indemnification obligations set forth herein shall survive the termination of this Agreement.
Indemnification by Agent. The Participant shall not be liable or responsible for, and shall be saved, indemnified and held harmless by the Agent, from and against any and all claims and damages of every kind relating to the gross negligence or willful misconduct of Agent in the following matters: (x) its performance as Agent hereunder and under the Loan Agreement and the Loan Documents, (y) the performance or nonperformance of any act by the Agent hereunder and under the Loan Agreement and the Loan Documents, or (z) the Agent’s enforcement, or lack of enforcement of any right it may have individually or on behalf of the Participant arising under the Loan Agreement and the Loan Documents.
Indemnification by Agent. Agent will defend, indemnify, and hold harmless LE and its Affiliates, and their respective Representatives, from and against any and all costs, liabilities, losses, penalties, expenses and damages (including reasonable attorneys’ fees) of every kind and nature arising from third-party claims, demands, litigation, and suits, that: (i) relate to bodily injury or death of any person or damage to real and/or tangible personal property directly caused by the negligence or willful misconduct of Agent or its Affiliates during the performance of the Services, or (ii) relate to the intentional infringement of any copyright or trade secret by an Asset owned by Agent or its Affiliates and used by Agent in the performance of the Services (together, “Agent Claims”). Notwithstanding the obligations set forth above in this Section, Agent will not defend or indemnify LE, its Affiliates, or their respective Representatives to the extent that such Agent Claims are found by a final judgment or opinion of an arbitrator or a court of appropriate jurisdiction to be caused by: (x) a breach of any provision of this Agreement by LE; (y) any negligent act or omission, or willful misconduct of LE, its Affiliates, or their respective Representatives in performance of this Agreement; or (z) with respect to infringement claims: (I) LE’s use of the Services in combination with any product or information not provided by Agent; (II) LE’s distribution, marketing or use for the benefit of third parties of the Services; (III) LE’s use of the Services other than as contemplated by this Agreement; or (IV) information, direction, specification or materials provided by or on behalf of LE. LE Claims and Agent Claims are each individually referred to as a “Claim.”
