Indemnification by Partners. In the event that the Partnership is made a party to any claim, dispute, or litigation or otherwise incurs any loss or expense as a result of, or in connection with, any Partner’s (or assignee’s) obligations or liabilities unrelated to the Partnership’s business, such Partner (or assignees cumulatively) shall indemnify, defend, hold harmless and reimburse the Partnership for such loss, liability, damage, cost and expense to which the Partnership shall become subject (including attorneys’ and accountants’ fees and expenses).
Indemnification by Partners. In the event that the Partnership, the General Partner, the Trading Advisor or any of their affiliates is made a party to any Proceeding or otherwise incurs any Losses as a result of, or in connection with (a) any Partner’s (or its assignee’s) activities, obligations or liabilities unrelated to the Partnership’s business or (b) any failure or alleged failure on the part of the Partnership or the General Partner to withhold from income or gains allocated or deemed to be allocated to any Partner (or its assignees), whether or not distributed, any amount with respect to which U.S. federal income tax withholding was required or alleged to have been required, such Partner (or its assignees cumulatively) shall indemnify, defend, hold harmless and reimburse the Partnership, the General Partner, the Trading Advisor and their affiliates for such Losses to which they shall become subject.
Indemnification by Partners. Each Partner hereby indemnifies and shall hold harmless the Partnership and the other Partners, their Affiliates and each director, officer and employee of such other Partners, its Affiliates and the Partnership without duplication from and against any and all Indemnified Losses arising out of any act of, or any purported assumption of any obligation or responsibility by, such indemnifying Partner or its Affiliates, or any of the directors, officers or employees of such indemnifying Partner or its Affiliates, in violation of this Agreement.
Indemnification by Partners. In the event that the Fund or the General Partner is made a party to any claim, dispute, or litigation or otherwise incurs any loss or expense as a result of, or in connection with, any Partner's obligations or liabilities unrelated to the Fund's business or any purported transfer, assignment, pledge, or encumbrance of Units in violation of Section 11(a), such Partner shall indemnify and reimburse the Fund and the General Partner for all loss and expense incurred, including attorneys' and accountants' fees and expenses, tax liabilities, or loss of tax benefits.
Indemnification by Partners. Except as otherwise expressly provided in this Article 4, Partners, as its sole obligation and the exclusive remedy of International and each of International's officers, directors, employees, Affiliates, successors and assigns (International and such persons being collectively referred to herein as "International's Indemnified Persons"), shall defend, indemnify and hold harmless International's Indemnified Persons, and shall reimburse International's Indemnified Persons, for, from and against, each and every demand, claim, action, loss (which shall include any diminution in value), liability, judgment, damage, cost and expense (including, without limitation, interest, penalties, costs of preparation and investigation, and the reasonable fees, disbursements and expenses of attorneys, accountants and other professional advisors) (collectively, "Losses") imposed on or incurred by International's Indemnified Persons, directly or indirectly, relating to, resulting from or arising out of: (a) any inaccuracy in any representation or warranty of Partners in this Agreement, whether or not International's Indemnified Persons relied thereon or had knowledge thereof, or (b) any breach or nonperformance of any covenant, agreement or other obligation of Partners under this Agreement or any certificate, document or other instrument delivered or to be delivered pursuant hereto.
Indemnification by Partners. 67 13.3 Procedures............................................................................68 13.4 Survival..............................................................................69 SECTION 14 REPRESENTATIONS.......................................................................69
Indemnification by Partners. (a) Advance/Newhouse shall indemnify and save harmless the Residual Business and xxxx xxxer Partner and former Partner, the officers, directors, and stockholders of each other Partner and former Partner, and any of their respective officers, directors, shareholders, partners, employees, agents, and Affiliates, from any loss, damage, or expense incurred by any of them by reason of or resulting from any unauthorized act taken by the Selected Business orAdvance/Newhouse in the name of the Selected Business, the Residual Business, xxx Xxxtnership or any other Partner.
(b) TWE and Paragon shall indemnify and save harmless the Selected Business and each other Partner and former Partner, the officers, directors, and stockholders of each other Partner and former Partner, and any of their respective officers, directors, shareholders, partners, employees, agents, and Affiliates, from any loss, damage, or expense incurred by any of them by reason of or resulting from any unauthorized act taken by the Residual Business, TWE or Paragon in the name of the Residual Business, the Selected Business, the Partnership or any other Partner.
(c) Any reasonable expenses incurred by any Person entitled to indemnification pursuant to this Section 13.2 in defending any civil or criminal action, suit, or proceeding (or the threat thereof) by reason of or resulting from any such indemnified matter shall be borne and paid by the indemnifying Partner in advance of the final disposition of such action, suit or proceeding (or the threat thereof) upon receipt of a reasonably satisfactory undertaking by or on behalf of the indemnified Person to repay to the indemnifying Partner the amount of such expenses if it shall ultimately be determined that such Person is not entitled to the indemnification provided for under this Section 13.2.
Indemnification by Partners. Partners agrees to RELEASE, DEFEND, INDEMNIFY, PROTECT AND HOLD HARMLESS, to the full extent permitted by law, each Holder of Registrable Securities, its officers, directors and agents and each person or entity who controls such Holder (within the meaning of the Act) against all losses, claims, damages, liabilities and expenses caused by any untrue or alleged untrue statement of material fact contained in any Registration Statement (or an amendment thereto), prospectus or preliminary prospectus (or an amendment or supplement thereto), or Issuer Free Writing Prospectus (or 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 (in case of a prospectus or preliminary prospectus, in the light of the circumstances under which they were made) not misleading, except insofar as the same are caused by or contained in any information with respect to such Holder furnished in writing to Partners by such Holder expressly for use therein. Partners will also indemnify any underwriters of the Registrable Securities, their officers and directors and each person or entity who controls such underwriters (within the meaning of the Act) to the same extent as provided above with respect to the indemnification of the Holders of Registrable Securities.
Indemnification by Partners. By virtue of the Partners' execution and delivery of the Purchase Agreement, the Partners have agreed, and by executing this Agreement each Partner hereby confirms that such Partner agrees, subject to the terms and conditions of this Agreement and Article V of the Purchase Agreement:
(a) to indemnify and hold harmless TriZetto, its officers, directors, stockholders, employees and agents from and against any and all Claims and Liabilities to the extent provided in Article V of the Purchase Agreement;
(b) to establish the Escrow pursuant to this Agreement to secure the indemnification obligations of the Partners under Article V of the Purchase Agreement;
(c) without limiting such Partner's obligations under paragraph (a) above, that in the event TriZetto, its officers, directors, stockholders, employees and agents (hereinafter, collectively, "TriZetto") incurs any Claims and Liabilities provided in Article V of the Purchase Agreement, the Escrowed Property shall, subject to the provisions of the Purchase Agreement requiring an offset to the Promissory Notes (prior to making a claim against the Escrowed Property) and this Agreement, be transferred to TriZetto to compensate TriZetto for such Claims and Liabilities, with the portion of the Escrowed Property to be so transferred to be pro rata as to each Claim and Liability among the Partners according to each Partner's proportionate share of the Escrowed Property set forth on Exhibit A hereto (the "Pro Rata Share");
(d) to appoint the Representative as the Partners' representative, attorney-in-fact and agent for purposes of this Agreement to act for and on behalf of each Partner as provided herein, and to the taking by the Representative of any and all actions and the making of any decisions required or permitted to be taken or made by the Representative on the Partners' behalf under this Agreement; and
(e) to all of the other terms and conditions of this Agreement.
Indemnification by Partners. Each Partner (in the case of P&S, the term Partner or P&S shall include Peloxxxx) xxall indemnify, hold harmless, defend, and pay all judgments and claims against the other Partners, and their respective shareholders, partners, members, directors, officers, employees, agents, independent contractors, subsidiaries, successors, and assigns, from any liability, loss, or damage incurred by any of them by reason of (i) any breach by the indemnifying Partner of this Agreement or any representation or warranty contained herein or any claims of any nature by a former partner or affiliate of a Partner, or 9 14 (ii) the negligence or intentional misconduct of the indemnifying Partner or its employees, agents, or contractors, including costs and attorneys' fees and any amounts expended in the settlement of any claims of liability, loss, or damage, except to the extent such loss, liability, or damage was caused by the negligence or intentional misconduct of the indemnified party. In addition to the foregoing, P&S agrees to indemnify, hold harmless, defend and pay all judgments and claims against XIT and its shareholders, directors, officers, employees, agents, independent contractors, subsidiaries, successors, and assigns, from any liability, loss or damage incurred by any of them by reason of any environmental problems at the Partnership Project where the facts or circumstances causing such problems exist as of the date hereof, except to the extent such environmental problems have been caused by XIT or its contractors, employees or agents.
