Indemnification by Member. The Member in its own capacity (i) may pay fees and expenses of and indemnify the Trustees and other service providers for the Trusts and (ii) may indemnify any underwriter, placement agent, initial purchaser for resale or other Person performing similar functions for the issuance of any Securities.
Indemnification by Member. If the Company is made a party to any litigation or otherwise incurs any loss or expense as a result of or in connection with any Member’s personal obligations or liabilities unrelated to Company business, such Member shall indemnify and reimburse the Company for all such loss and expense incurred, including reasonable attorneys’ fees. The liability of any Member pursuant to this Section 7.4 may be assessed against such Member’s interest in the Company, including such Member’s right to receive Net Cash Flow, and any other Distributions or payments from the Company; provided, however, the liability of a Member under this Section 7.4 shall not be limited to such Member’s interest in the Company, but shall also be enforceable against such Member personally. Nothing herein contained shall be deemed to imply that any Person shall be a third party beneficiary of the terms of this Section 7.4 (which terms shall inure solely to the benefit of the Company and the respective Members, as expressly set forth in this Section 7.4).
Indemnification by Member. The Member shall indemnify, defend and hold harmless the LLC Indemnitees from and against and in respect of Damages suffered or incurred by any LLC Indemnitee by reason of or arising out of any acts or omissions constituting willful misconduct of the Member or its subcontractor.
Indemnification by Member. Each Member (an “Indemnifying Member”) shall indemnify, defend and hold harmless the Company, any other Member, Manager, Company officer, employee or agent of the Company (the “Indemnified Parties”) from and against any and all liability, damages, loss, cost and expense incurred by any one or more of the Indemnified Parties to the extent caused by any breach of this Agreement by the Indemnifying Member or by any negligence or breach of contract or fiduciary obligation of the Indemnifying Member or any Manager or Company officer. Notwithstanding the foregoing, however, an Indemnifying Member shall not have an obligation under this subsection to the extent that such obligation shall have been paid by insurance.
Indemnification by Member. Member shall defend at its expense any Claim brought against ANet by a third party to the extent such Claim is arising out of ANet’s proper use of the Member Data in accordance with the terms of this Agreement, and Member shall pay all costs and damages finally awarded against ANet by a court of competent jurisdiction as a result of any such Claim.
Indemnification by Member. In the event that the Company, the Manager or any of its Affiliates is made a party to any Proceeding or otherwise incurs any Losses as a result of, or in connection with, (a) the Member’s (or its assignee’s) activities, obligations or liabilities unrelated to the Company’s business or (b) any failure or alleged failure on the part of the Company or the Manager to withhold from income or gains allocated or deemed to be allocated to the Member (or its assignees), whether or not distributed, any amounts with respect to which Federal income tax withholding was required or alleged to have been required, the Member (or its assignees cumulatively) shall indemnify, defend, hold harmless, and reimburse the Company, the Manager and its Affiliates for such Losses to which they shall become subject.
Indemnification by Member. Member agrees to indemnify and hold harmless and at Member’s expense defend Exchange, its officers, directors, employees, agents, members, successors and assigns (“Exchange Indemnified Parties”) from and against any cost, expense, liability claim, loss or damage (collectively, “Losses”) which any Exchange Indemnified Party may incur as a result of: (i) the use or misuse of, or the inability to use, the Services or the Exchange Systems by Member or any Member agent, customer or employee, or defects or deficiencies with the Services or the Exchange Systems; or (ii) any breach by Member or any Member agent, customer or employee of any of the terms of this Agreement, except to the extent caused by the gross negligence, willful misconduct or fraud of Exchange or any Exchange Indemnified Parties. Exchange will use reasonable efforts to promptly notify Member of any claim falling under the foregoing indemnity, provided however that failure to provide timely notice will not negate the right of indemnity hereunder. Member may elect to assume the defense of any third party claim to which this Section applies, and upon receipt by Exchange of notice of such election, Member shall not be liable to Exchange under this Section for any legal expenses of additional counsel or any other additional expenses provided Member carries out such defense with reasonable diligence.
Indemnification by Member. The Member (and, if applicable, its Affiliate Signatories) hereby agrees to indemnify and defend the Company and each of the other Members and hold them harmless from and against any and all claims, liabilities, damages, cost and expenses (including court costs and attorneys’ fees and expenses) to the extent suffered or incurred on account of or arising out of:
15.2.1 Any breach of or inaccuracy in the Member’s (or, if applicable, its Affiliate Signatories’) representations, warranties or agreements herein, including the defense of any claim based on any allegation of fact inconsistent with any of such representations, warranties or agreements; or
15.2.2 Any action, suit or proceeding based on a claim that any of such representations, warranties or agreements were inaccurate or misleading or otherwise cause for obtaining damages or redress under any applicable law.
Indemnification by Member. The Member agrees to indemnify and hold FHLBank harmless for any and all losses, liabilities, damages, claims, costs, and expenses, including, without limitation, attorneys’ fees, incurred or suffered by FHLBank for any breach of this Agreement by the Member or the willful misconduct or negligence of the Member in the performance of its obligations or responsibilities under this Agreement or its reckless disregard of such obligations or responsibilities. Such defense shall be conducted by legal counsel acceptable to FHLBank.
Indemnification by Member. The Member shall at all times indemnify and save harmless SeCan, its officers, employees, directors and agents from and against all claims, demands, losses, costs, damages, actions, suits or other proceedings by whomsoever made, sustained, brought or prosecuted in any manner based upon, occasioned by, contributed to or attributable to anything done or omitted to be done by the Member, his officers, employees or agents in connection with the SeCan Varieties or as a result of such Member’s or his officers’, employees’ or agents’ (a) breach of or default under this Agreement (b) infringement of the intellectual property rights of SeCan or any other Person relating to the SeCan Varieties, or (c) the propagation, production, marketing, distribution, supply, service and sale or offering for sale of any of the SeCan Varieties. This section 10.01 shall survive both the termination and expiration of this Agreement and the Member’s membership in SeCan.
