Indemnification by Issuer. (a) The Issuer agrees to pay, and to protect, indemnify and save harmless, Ambac and its officers, directors, shareholders, employees, agents and each Person, if any, who controls Ambac within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act from and against all Losses incurred by reason of:
(i) any statement, omission or action (other than of or by Ambac) in connection with the offering, issuance, sale or delivery of the Lender Notes, the Preferred Shares or the Common Shares;
(ii) the negligence, bad faith, willful misconduct, misfeasance, malfeasance or theft committed by any director, officer, employee, agent or advisor of the Issuer in connection with any Transaction Document;
(iii) the violation by the Issuer of any domestic or foreign law, rule or regulation, including, but not limited to, any securities or banking law, rule or regulation in connection with any issuance, offer and sale of the Lender Notes, the Preferred Shares or the Common Shares, or any judgment, order or decree applicable to it;
(iv) the breach by the Issuer of any representation, warranty or covenant under any of the Transaction Documents or any agreement, certificate or instrument executed in connection therewith or any event of default under any Transaction Document or any agreement, certificate or instrument executed in connection therewith or any event which, with the giving of notice or the lapse of time or both, would constitute an event of default thereunder; or
(v) any untrue statement or alleged untrue statement of a material fact contained in the Offering Document 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, except insofar as such claims arise out of or are based upon any untrue statement or omission in information included in the Offering Document furnished by Ambac expressly for use therein (all such information so furnished being referred to herein as "Ambac Information").
(b) Ambac agrees to pay, and to protect, indemnify, and save harmless, the Issuer, any officer, director, member, shareholder, employee or agent of the Issuer or any Person controlling the Issuer from and against all Losses incurred by reason of any untrue statement or alleged untrue statement of material fact contained in the section entitled "Capitalization of the Company--Ambac" of the...
Indemnification by Issuer. Issuer shall indemnify, defend, and hold harmless Xxxxxx Xxx against all Claims and Losses arising out of or resulting from any past, present, or future act or omission of Issuer, pursuant or with respect to this Acknowledgment Agreement or the Security Agreement, including but not limited to any actual or attempted transfer or sale of the Servicing Rights or a transfer of Issuer responsibility by Issuer.
Indemnification by Issuer. ISSUER shall indemnify and hold harmless PURCHASER from and against any and all loss, damage, expense (including court costs and reasonable attorneys' fees), suit, action, claim, liability or obligation related to or caused by ISSUER or arising from any misrepresentation, breach of warranty or failure to fulfill any covenant or agreement contained herein.
Indemnification by Issuer. Subject to the limits set forth in Section -------------------------- 5.11, each of Issuer shall indemnify, defend and save harmless AOL and each of its directors, officers, employees, agents and representatives from and against any and all Indemnified Losses suffered or incurred by them, as a direct or indirect result of:
(a) subject to Section 3.6 hereof, any misrepresentation or breach of warranty made or given by Issuer in this Agreement, any Closing Document or in any document delivered pursuant to any of them; or
(b) any failure by Issuer to observe or perform any covenant or obligation contained in this Agreement, any Closing Document or in any document delivered pursuant to any of them to be observed or performed by it.
Indemnification by Issuer. The Issuer shall hold harmless and ------------------------- indemnify Buyer and each of Buyer's past, present, and future directors, officers, shareholders, employees, attorneys, agents, and other affiliates from and against any loss, liability, damage, or expense, including without limitation reasonable attorney fees, that is directly or indirectly suffered or incurred at any time by Buyer or any of such directors, officers, shareholders, employees, attorneys, agents or other affiliates and that arises directly or indirectly out of or by virtue of, or is directly or indirectly connected with, the breach or inaccuracy of any of the representations and warranties of the Issuer or the failure of the Issuer to perform any of its covenants or obligations contained in this Agreement (including the Disclosure Schedules) or in any instrument or other document delivered hereunder or in connection herewith.
Indemnification by Issuer. Issuer shall defend, indemnify, and hold Securitize and its Affiliates, and its and their officers, directors, managers, shareholders, members, employees, representatives and successors and assigns (“Securitize Indemnitees”) harmless against any Losses to which Securitize Indemnitees may become subject based upon the provision of Services, the existence of this Agreement or the offering of Securities and any action or inaction related thereto, except those arising out of or otherwise related to: (i) the willful misconduct, bad faith or gross negligence of the Securitize Indemnitee, (ii) Securitize Indemnitee’s breach of Applicable Law or (iii) the Securitize Indemnitee’s material breach of this Agreement.
Indemnification by Issuer. Issuer and each Guarantor shall indemnify each Recipient, within 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under Section 2 of this Exhibit C or this Section 4) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to Issuer or, as the case may be, a Guarantor by any Recipient (with a written copy to the Collateral Agent), or by the Collateral Agent on its own behalf or on behalf of the Issuer, shall be conclusive absent manifest error.
Indemnification by Issuer. Issuer shall indemnify, defend, and hold harmless Holdings and its affiliates and service providers and the controlling persons, directors, managers, partners, shareholders, members, officers, employees and agents from and against any and all losses, claims, damages, expenses (including reasonable fees and disbursements of counsel and accountants), costs (including expenses, fees and disbursements and time charges related to giving testimony or furnishing documents in response to a subpoena or otherwise) and liabilities (joint or several) (“Losses”), resulting directly or indirectly from any threatened or pending investigation, action, claim, proceeding or dispute, including security-holder actions (each a “Claim”) that (i) are related to or arise out of any untrue statement or alleged untrue statement of a material fact contained in any oral or written information provided by Issuer or used by Issuer in connection with the Offering, or any omission or alleged omission by or on behalf of Issuer to state a material fact necessary to make the statements, in light of the circumstances under which they were made, not misleading, or (ii) otherwise arise from the Offering. However, the foregoing indemnification obligation shall not apply to Claims attributable exclusively to the gross negligence or willful misconduct of Holdings.
Indemnification by Issuer. Issuer agrees to indemnify and hold harmless, to the fullest extent permitted by law, Holder, its officers, directors, partners and employees and each person who controls Holder (within the meaning of the 1000 Xxx) against all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorney’s fees) and expenses (collectively, “Loss”) caused by (i) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus or any preliminary prospectus 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 not misleading, except insofar as the same are based upon any information furnished in writing to Issuer by Holder, expressly for use therein or results from Holder’s failure to deliver a copy of a Registration Statement or Prospectus (or any amendment or supplement thereto or any final Prospectus that corrects an untrue statement or omission of a material fact in a preliminary prospectus) after Issuer has furnished Holder with a copy thereof, or (ii) any violation by Issuer of any federal, state or common law, rule or regulation applicable to Issuer in connection with any Registration Statement, Prospectus or any preliminary prospectus, or any amendment or supplement thereto.
Indemnification by Issuer. Issuer agrees to indemnify and hold harmless each Selling Holder, its officers, directors, partners and agents and each person, if any, who controls such Selling Holder within the meaning of Section 15 of the Act or Section 20 of the Securities Exchange Act of 1934, as amended, from and against any and all losses, claims, damages (whether in contract, tort or otherwise), liabilities and expenses (including reasonable costs of investigation) whatsoever (as incurred or suffered) arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any registration statement or prospectus relating to the Registrable Securities or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or 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 not misleading, except insofar as such losses, claims, damages, liabilities or expenses arise out of, or are based upon, any such untrue statement or omission or allegation thereof based upon information furnished in writing to Issuer by such Selling Holder or on such Selling Holder's behalf expressly for use therein. Issuer also agrees to indemnify any underwriters of the Registrable Securities, their officers, partners and directors and each person who controls such underwriters on substantially the same basis as that of the indemnification of the Selling Holders provided in this Section 7 or such other indemnification customarily obtained by underwriters at the time of offering.
