INDEMNIFICATION BY NOVA Sample Clauses

INDEMNIFICATION BY NOVA. NOVA shall indemnify and hold harmless the Banks and Parent, their affiliates and their respective directors, officers, employees, consultants and agents (each a "Bank Protected Party") from any liability, loss, diminution in value, cost, claim, consequential damages, suit, action or expense, including reasonable attorneys' and accountants' fees and expenses (collectively, "Bank Loss"), incurred by a Bank Protected Party that results from or arises out of (i) any breach or inaccuracy of any representation or warranty of NOVA set forth in the Operative Documents, whether such breach or inaccuracy exists or is made as of the Closing Date or the Effective Date; (ii) the breach by NOVA of any of its covenants or agreements contained in the Operative Documents; (iii) any Assumed Liability; or (iv) violations of law or governmental rules or regulations or wrongdoing or negligence by NOVA in performing obligations in connection with this Agreement.
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INDEMNIFICATION BY NOVA. NOVA shall indemnify, defend, and hold harmless Parent, the Bank, their affiliates, their respective successors and assigns, and their respective officers, directors, employees, consultants, agents and representatives from any liability, loss, cost, damage, claim, diminution in value or expense, including reasonable attorneys' and accountants' fees and expenses, that result from or arise out of (i) the breach or inaccuracy of any of NOVA's representations or warranties in this Agreement; or (ii) the breach of any of NOVA's covenants or agreements in this Agreement.
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INDEMNIFICATION BY NOVA. NOVA shall indemnify, defend, and hold harmless the Bank, its affiliates, their respective successors and assigns, and their respective officers, directors, employees and agents from any liability, damage, diminution in value, loss, cost, claim or expense, including reasonable attorneys' and accountants' fees and expenses that result from or arise out of: (i) the breach or inaccuracy of any of NOVA's representations or warranties in this Agreement; (ii) the breach of any of NOVA's covenants or agreements in this Agreement; or (iii) any violations of law or governmental rules or regulations, or Payment Network Regulations by NOVA in performing its obligations in connection with this Agreement.
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INDEMNIFICATION BY NOVA. Nova agrees to defend, indemnify and hold harmless PDUS, its successors, Affiliates, assigns, officers, directors, employees, agents and attorneys from and against any and all claims, actions, suits, losses, liabilities (including without limitation Environmental Liabilities), damages, assessments, judgments, costs and expenses, including reasonable attorneys' and consultants' fees, arising out of or related to (i) any breach by Nova of any representation, covenant or warranty set forth herein, (ii) any activities conducted by Nova on or in connection with the Property prior to the Effective Date, or (iii) any activities conducted by Nova on any property adjacent to the Property.
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INDEMNIFICATION BY NOVA. NOVA hereby agrees to indemnify, defend and hold harmless Cerus, its affiliates, directors, officers employees and agents from and against all Losses arising out of or in connection with the failure of a Product manufactured by NOVA to meet the Specifications as provided in Section 9, including, but not limited to, any actual or alleged injury, damage, death or other consequence occurring to any person as a result, directly or indirectly, of such failure, regardless of the form in which any such claim is made. Notwithstanding the foregoing, the foregoing indemnity shall not apply to the extent that any such Losses are due to the negligence or willful misconduct of Cerus or its affiliates, directors, officers, employees and agents.
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INDEMNIFICATION BY NOVA. NOVA shall indemnify MBNA and hold MBNA harmless from any liability, loss, diminution in value, cost, claim, or expense, including reasonable attorney's and accountant's fees and expenses (collectively, "MBNA Loss"), incurred by MBNA, its successors or assigns, and their respective officers, employees, consultants and agents (collectively, "MBNA Protected Parties"), that results from or arises out of (i) any material breach or inaccuracy of any representation or warranty of NOVA set forth in this Agreement, whether such breach or inaccuracy exists or is made as of the Closing Date or Effective Date which has not been cured within thirty days of receipt of written notice from MBNA; (ii) the material breach by NOVA of any of its covenants or agreements contained in this Agreement which has not been cured within thirty days of receipt of written notice from MBNA; (iii) any Assumed Liability; or (iv) material violations of law or governmental rules or regulations or wrongdoing or negligence by NOVA in performing obligations under this Agreement. An MBNA Protected Party should use commercially reasonable efforts to mitigate any MBNA Loss hereunder.
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INDEMNIFICATION BY NOVA. NOVA will indemnify and hold harmless each Selling Holder and any underwriter (as defined in the Securities Act) for such Selling Holders (but, in the case of an underwriter or a controlling person of an underwriter, only if such underwriter indemnifies the persons mentioned in subdivision (b) of Section 2.2 hereof in the manner set forth therein) against any losses, claims, damages or liabilities, joint or several, to which such Selling Holder or any such underwriter, partner, officer, director or controlling person becomes subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) are caused by any untrue statement or alleged untrue statement of any material fact contained in any preliminary prospectus (if used prior to the effective date of the Registration Statement), or contained, on the effective date thereof, in any Registration Statement under which Registrable Securities were registered under the Securities Act, the prospectus contained therein, or any amendment or supplement thereto, or arising out of or based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; and NOVA will reimburse such Selling Holder and any such underwriter, partner, officer, director or controlling person for any legal or other expenses reasonably incurred by such Selling Holder or any such underwriter, partner, officer, director or controlling person in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that NOVA will not be liable to any such persons in any such case to the extent that any such loss, claim, damage, liability or action arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with information furnished to NOVA in writing by such person expressly for inclusion in any of the foregoing documents.
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Related to INDEMNIFICATION BY NOVA

  • Indemnification by Owner The Owner shall indemnify and hold harmless the Servicer and its affiliates and their respective officers, directors, shareholders, employees, agents, successors and any permitted assigns from, and shall reimburse them for, all Damages incurred by or asserted against any of such individuals or entities on or after the Effective Date which arise out of, are in connection with or result from:

  • Indemnification by Xxxxx Xxxxx agrees to indemnify and hold harmless each of the Fund and the Manager, each of their directors, trustees, members, each of their officers who signed the Registration Statement, and each person, if any, who controls the Fund or the Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Fund or the Manager within the meaning of Rule 405 under the Securities 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 (i) any failure by Xxxxx to comply with the prospectus delivery requirements applicable to Placement Shares and (ii) any untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), any sales material, or any Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Fund or the Manager by Xxxxx expressly for use in the Registration Statement (or any amendment thereto), any sales material, or any Prospectus (or any amendment or supplement thereto). The Fund and the Manager acknowledge that Xxxxx has not furnished any information to the Fund for inclusion in the Prospectus.

  • 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

  • Indemnification by Xxxxxx Holder shall indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely upon: any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading (i) to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished in writing by Holder to the Company expressly for inclusion in such Registration Statement or such Prospectus or (ii) to the extent, but only to the extent, that such information relates to Holder’s information provided in the Selling Shareholder Questionnaire or the proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by Holder expressly for use in a Registration Statement, such Prospectus or in any amendment or supplement thereto. In no event shall the liability of a selling Holder be greater in amount than the dollar amount of the proceeds (net of all expenses paid by Holder in connection with any claim relating to this Section 5 and the amount of any damages Holder has otherwise been required to pay by reason of such untrue statement or omission) received by Holder upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.

  • Indemnification by Manager The Manager agrees to indemnify and hold harmless the Company, each of its directors, each of its officers who signs the Registration Statement, and each person who controls the Company within the meaning of either the Act or the Exchange Act, to the same extent as the foregoing indemnity from the Company to the Manager, but only with reference to written information relating to the Manager furnished to the Company by the Manager specifically for inclusion in the documents referred to in the foregoing indemnity; provided, however, that in no case shall the Manager be responsible for any amount in excess of the Broker Fee applicable to the Shares and paid hereunder. This indemnity agreement will be in addition to any liability which the Manager may otherwise have.

  • 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 Xxxxxxx Each Lender shall severally indemnify the Administrative Agent, within ten (10) days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Loan Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties to do so), (ii) any Taxes attributable to such Xxxxxx’s failure to comply with the provisions of Section 10.6 relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such 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 any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this Section 2.20(e).

  • Indemnification by SpinCo Except as otherwise specifically set forth in this Agreement or in any Ancillary Agreement, to the fullest extent permitted by Law, SpinCo shall, and shall cause the other members of the SpinCo Group to, indemnify, defend and hold harmless Parent, each member of the Parent Group and each of their respective past, present and future directors, officers, employees and agents, in each case in their respective capacities as such, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “Parent Indemnitees”), from and against any and all Liabilities of the Parent Indemnitees relating to, arising out of or resulting from, directly or indirectly, any of the following items (without duplication):

  • Indemnification by Fund Subject to the limitations set forth in this Agreement, each Fund agrees to indemnify and hold harmless the Custodian and its nominees from all losses, damages and expenses (including attorneys' fees) suffered or incurred by the Custodian or its nominee caused by or arising from actions taken by the Custodian, its employees or agents in the performance of its duties and obligations under this Agreement, including, but not limited to, any indemnification obligations undertaken by the Custodian under any relevant subcustodian agreement; provided, however, that such indemnity shall not apply to the extent the Custodian is liable under Sections 6 or 7 hereof. If any Fund requires the Custodian to take any action with respect to Securities, which action involves the payment of money or which may, in the opinion of the Custodian, result in the Custodian or its nominee assigned to such Fund being liable for the payment of money or incurring liability of some other form, such Fund, as a prerequisite to requiring the Custodian to take such action, shall provide indemnity to the Custodian in an amount and form satisfactory to it.

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