Indemnification by Participant. Participant shall be liable to, indemnify, defend and hold harmless FINRA its, employees, directors, and other agents against, any and all Claims or Losses imposed on, incurred by or asserted against FINRA, its employees, directors, and other agents arising out of or in connection with this Agreement and access, receipt or use of the Service, including all Testing Services, provided pursuant hereto to the extent that the Claims and Losses result from (i) acts or omissions of the Participant or its users, (ii) breach of this Agreement by Participant or its users, (iii) Participant’s or its users’ access, receipt or use of the Service (including representations about the Service) (iv) as a result of a claim by a third party to intellectual property rights related to Participant's hardware, software, or services used with the Services or use of the Services in combination with the Participant's hardware, software, or services, including any claim against any of the Corporations as an aider, abetter or contributing infringer; or (v) any defense of or participation by FINRA its, employees, directors, and other agents in any action, suit, arbitration, mediation, judicial or administrative proceeding, or any other proceeding involving any Claims or Losses described in this Agreement caused by or related to any act or omission by Participant or any party obtaining access to the Service or Testing Services intentionally, knowingly or negligently from or through Participant.
Indemnification by Participant. Participant shall indemnify, defend, and hold harmless Bank, Provider and their officers, directors, employees, and agents from and against any and all expenses and costs (including reasonable attorneys’ fees and court costs) or liabilities (including amounts paid in settlement) incurred by them in connection with any claim, dispute, controversy, or litigation (“Claim”) arising out of or resulting from any breach by Participant or any employee or agent of Participant of any of Participant’s representations or obligations hereunder.
Indemnification by Participant. The Participant hereby agrees to indemnify and hold harmless the Distributor, the Funds, the Index Receipt Agent, their respective subsidiaries, affiliates, directors, trustees, officers, employees, and agents, and each person, if any, who controls such persons within the meaning of Section 15 of the 1933 Act (each an "Indemnified Party"), from and against any loss, liability, cost, or expense (including attorneys' fees) incurred by such Indemnified Party as a result of (i) any breach by the Participant of any provision of this Agreement; (ii) any failure on the part of the Participant to perform any of its obligations set forth in the Agreement, including the procedures attached hereto; (iii) any failure by the Participant to comply with applicable laws, including rules and regulations of self-regulatory organizations; (iv) any oral or written statement made by Participant regarding an Indemnified Party, including research reports, internal documents, and other materials, insofar as the statement was not made in reliance on, and in conformity with, information provided by the Distributor to the Participant with respect to ETF shares; or (v) actions of such Indemnified Party in reliance upon any instructions issued in accordance with Annex II or III (as each may be amended from time to time) reasonably believed by the Distributor and/or the Index Receipt Agent to be genuine and to have been given by the Participant. The Participant understands and agrees that the Funds as third party beneficiaries to this Agreement are entitled to proceed directly against the Participant in the event that the Participant fails to honor any of its obligations under this Agreement that benefit the Fund. The Distributor shall not be liable to the Participant for any damages arising out of mistakes or errors in data provided to the Distributor, or out of interruptions or delays of communications with the Indemnified Parties who are service providers to the Fund, nor is the Distributor liable for any action, representation, or solicitation made by the wholesalers of the Fund.
Indemnification by Participant. To the extent permitted by law, Participant will indemnify the Company, each of its directors, officers, agents and any person who controls the Company (within the meaning of the Securities Act) against all losses, claims, damages, liabilities, and expenses (including, but not limited, to reasonable attorneys’ fees and expenses) with respect to the breach of any representations and warranties set forth in Section 2.4(a) of this Agreement.
Indemnification by Participant. Participant shall indemnify, protect, and hold harmless Zero Hash, its directors, officers, affiliates, employees and agents from and against any and all losses, liabilities, judgments, suits, actions, proceedings, claims, damages, costs (including attorney's fees) resulting from or arising out of any act or omission by any Person obtaining access to the Zero Hash Services with a User ID assigned to Participant (other than through the fault or negligence of Zero Hash), whether or not Participant has authorized such access.
Indemnification by Participant. Participant agrees to indemnify, hold harmless, protect and defend XXXX and its officers, directors, trustees, shareholders, employees, and agents and Vendor and its officers, directors, shareholders, employees and agents from and against any Claims claimed by a third party arising out of any willful or negligent act of XXXX or its agents, employees, contractors or representatives, in connection with the performance of its obligations hereunder other than special and consequential damages (excluding there from Claims arising from the negligence or wanton and willful misconduct of Vendor).
Indemnification by Participant. Participant shall protect, defend, indemnify and hold harmless MLSListings and its members, shareholders, officers, directors, employees, agents, or representatives from any and all claims, demands, liability, damages, loss or expense, including reasonable fees of attorneys and other professionals fees, arising from any claim, demand, action or proceeding initiated by any third party against any of them based upon the negligent, intentional or illegal acts of Participant and their Staff, including but not limited to: (a) inaccuracy of any Listing Information supplied to MLSListings by Participant or its Subscribers or Staff, (b) any unauthorized use of Participant’s or Subscriber’s Access Credentials, (c) any unauthorized use of the Content, (d) infringement of any proprietary or contract right of any third party as a result of the availability of the Content through the System and the Services or (e) any damages resulting from violation of online Terms of Service. MLSListings shall have the right to control its own defense and engage legal counsel acceptable to MLSListings. Participant shall assist MLSListings, at Participant’s expense, in the defense or settlement of any claim to which this indemnification obligation applies. These indemnification provisions shall survive the termination of the Participant's participation in MLSListings and the termination of this Participant Agreement.
Indemnification by Participant. The Agent shall not be liable or responsible for, and shall be saved, indemnified and held harmless by the Participant, from and against any and all claims and damages of every kind relating to (a) its performance as Agent hereunder and under the Loan Agreement and the Loan Documents; (b) the performance or nonperformance of any act by the Agent hereunder and under the Loan Agreement and the Loan Documents, (c) Borrower’s failure to pay the Loan in full or to comply with any of its obligations under the Loan Agreement and the Loan Documents, or any "default" or "event of default" by Borrower under the Loan Agreement and the Loan Documents, or any breach by Borrower of any representation, warranty, covenant or agreement contained in the Loan Agreement and the Loan Documents, (d) 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; and (e) the Participant’ loss of its investment in the Participation Interest, in whole or in part, should such loss occur for any reason; provided, however, that Participant shall have no indemnity obligations under this Section 8 to the extent that any claims or damages arise from 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 Participant. Participant hereby agrees to indemnify and save and hold harmless the Released Parties and each of them from any loss, liability, damage, or cost the Released Parties may incur arising out of or related to the Participant’s use of the Facility, and whether caused by the negligence of the Released Parties or otherwise.
Indemnification by Participant. Participant shall indemnify, defend and hold harmless SBBT and its officers, directors, employees and agents, from and against any and all expenses and costs (including reasonable attorney’s fees and court costs) or liabilities (including amounts paid in settlement) incurred by SBBT in connection with any claim, dispute, controversy or litigation arising out of or resulting from any breach by Participant of any of his/her representations or obligations hereunder.
