Indemnification by the. Distributor (a) The Distributor shall indemnify and hold harmless the Company and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act and any director, officer, employee or agent of the foregoing (collectively, the “Indemnified Parties” for purposes of this Section 8.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Distributor which consent may not be unreasonably withheld) or litigation expenses (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Trust’s shares or the Contracts or the performance by the parties of their obligations hereunder and:
(i) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in a registration statement, prospectus, or SAI for the Trust or the sales literature for the Trust prepared by the Trust or Distributor (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Distributor or the Trust by or on behalf of the Company for use in sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or the Trust shares; or (ii) arise out of or as a result of written statements or representations (other than statements or representations contained in the registration statement, prospectus, SAI or sales literature for the Contracts not supplied by the Distributor or persons under its control) of the Distributor or persons under its control, with respect to the sale or distribution of the Contracts or the Trust shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, SAI or sales literature covering the Contracts, or any amendment thereof or suppleme...
Indemnification by the. Vendors Subject to the limitations set forth below, the Vendors agree to indemnify the Purchaser against any and all losses which the Purchaser may sustain which arise out of or result from a breach of any of the representations, warranties, covenants or agreements of the Vendors contained in this Agreement. The Vendors shall not be under any obligation to indemnify or recompense the Purchaser for any contingent or other such losses of a similar nature (unless and to the extent that such losses become realized) and the Purchaser hereby unconditionally waive any claim therefor.
Indemnification by the. [CORPORATION/TRUST]. In the absence of willful misfeasance, bad faith, negligence or reckless disregard of duties hereunder on the part of the Adviser or any of its officers, directors, employees or agents, the [Corporation/Trust] on behalf of the Funds hereby agrees to indemnify and hold harmless the Adviser against all claims, actions, suits or proceedings at law or in equity whether brought by a private party or a governmental department, commission, board, bureau, agency or instrumentality of any kind, arising from the advertising, solicitation, sale, purchase or pledge of securities, whether of the Funds or other securities, undertaken by the Funds, their officers, directors, employees or affiliates, resulting from any violations of the securities laws, rules, regulations, statutes and codes, whether federal or of any state, by the Funds, their officers, directors, employees or affiliates.
Indemnification by the. Seller The Seller agrees to indemnify and hold harmless the Purchaser from and against any liability, damage, cost or expense, including reasonable attorney's fees inured as a result of breach by the Seller of any material representation, warranty, agreement or covenant of the Seller hereunder.
Indemnification by the. Tenant The Tenant shall indemnify, hold harmless and defend the Landlord and the Presbytery jointly and severally from and against any and all claims, demands, liabilities, causes of action, lawsuits and damages arising from the Tenant's use of the Premises or from any activity, work or thing done, permitted or suffered by the Tenant, Tenant’s officers, employees, agents, invitees or others for whom the Tenant is legally responsible in or about or in connection with the Premises or Landlord's Property, including without limitation any injury to or death of any person or the damage to or theft, destruction, loss, or loss of use of any property or inconvenience arising from any occurrence on the Premises or arising out of Tenant’s occupation or use of the Premises.
Indemnification by the. Sellers Subject to the limitations expressly set forth in Section 9.6, each Seller, jointly and severally, will indemnify and hold harmless the Purchaser and its Affiliates and its and their respective Representatives (collectively, the “Purchaser Indemnified Parties”) from and against, and will pay to the Purchaser Indemnified Parties the monetary value of, any and all Losses incurred or suffered by the Purchaser Indemnified Parties arising out of or resulting from: (a) any inaccuracy in or breach of any representation or warranty or other statement of any Seller contained in this Agreement; provided that, with respect to any recovery under the RWI Policy from the RWI insurer, this clause (a) shall be deemed to include any allegations that, if true, would constitute an inaccuracy in or breach of any representation or warranty or other statement of any Seller contained in this Agreement; (b) any nonfulfillment, nonperformance or other breach of any covenant or agreement of any Seller contained in this Agreement; (c) any Excluded Liabilities or Excluded Assets; (d) any intentional fraud, intentional misrepresentation or Willful Breach with respect to any representation, warranty, covenant or agreement of any Seller contained in this Agreement; or (e) any matter disclosed on Annex 9.1(e) of this Agreement.
Indemnification by the. Vendors Subject to the limitations set forth below, the Vendors agree to indemnify the Purchaser against any and all losses which the Purchaser may sustain which arise out of or result from a breach of any of the representations, warranties, covenants or agreements of the Vendors contained in this Agreement. The Vendors shall not be under any obligation to indemnify or recompense the Purchaser for any contingent or other such losses of a similar nature (unless and to the extent that such losses become realized) and the Purchaser hereby unconditionally waive any claim therefor.
6.4 Indemnification by the Purchaser Subject to the limitations set forth below, the Purchaser agrees to indemnify the Vendors against any and all losses which the Vendors may sustain which arise out of or result from a breach of any of the representations, warranties, covenants or agreements of the Purchaser contained in this Agreement. The Purchaser shall not be under any obligation to indemnify or recompense the Vendors for any contingent or other such losses of a similar nature (unless and to the extent that such losses become realized) and the Vendors hereby unconditionally waive any claim therefor.
Indemnification by the. SPAR Principals respecting a SMS Field Reclassification. The SPAR Principals, jointly and severally, shall indemnify, defend and hold harmless the Merger Parties and their respective Representatives from and against any and all Taxes and related Losses incurred by any of them with respect to any period (or partial period) ending on or before the Closing Date as a result of any SMS Employment Tax, SMS Benefit Liability or SMS Defense Expense not paid or otherwise satisfied by SMS or the SPAR Principals (as the case may be) to the extent finally determined to be due as a result of or related to any applicable SMS Field Reclassification or related SMS Tax Proceeding. The SPAR Principals' obligation to indemnify, defend or hold harmless the Merger Parties and their respective Representatives from any such liability shall terminate 30 days after the expiration of the applicable statute of limitations in respect of such liability (other than with respect to proceedings pending at the time of expiration, which shall continue with respect to such proceedings until such proceedings are finally resolved).
Indemnification by the. Company and meter replacement contractor. Company shall indemnify, defend and hold the Owner and its officials, employees, and agents (collectively, the “Owner Indemnified Parties”) harmless from and against any and all liabilities, losses, fines, penalties, damages, costs, actions, expenses, claims, demands, liens, encumbrances, judgments, administrative proceedings or suits, arising out of or as a result of injury or damage to persons or property and including reasonable attorneys’ fees and costs, imposed or asserted against or incurred by any of them arising out of (i) a breach of any of the representations, warranties or covenants contained in this Agreement by Company, (ii) an Environmental Claim arising due to the Company’s and meter replacement contractor’s negligence or willful misconduct; (iii) , any discharge, dispersal, release, or escape from the System, any flow into or upon land, the atmosphere or any water course or body of water arising due to the Company’s and meter replacement contractor’s negligence or willful misconduct; (iv) any violation by the Company and meter replacement contractor of any Applicable Law, or (v) the willful misconduct or negligent act or omission of Company and meter replacement contractor’s its agents, employees, and/or subcontractors in any way relating to the operation, maintenance and/or management of the System, or any part thereof during the term of this Agreement; Company shall require in its agreement with any meter replacement contractor or supplier that such party also provide similar indemnity to Owner. (Provided, however, that Company shall not be liable to the Owner indemnified Parties to the extent that any such liabilities, losses, damages, costs, actions, expenses, claims, demands, liens, encumbrances, judgments or suits result from the negligence or willful misconduct or breach of this Agreement by the Owner Indemnified Parties.
Indemnification by the. REPRESENTATIVE Each party (an "Indemnifying Party") agrees to indemnify and hold harmless the other party (the "Indemnified Party") from and against any and all claims or actions arising from or relating to the Indemnifying Party's breach of this Agreement or its negligence or gross or willful misconduct in connection with transactions contemplated hereunder, including against all costs, attorneys' fees (at trial and through appeal), expenses, and liabilities incurred in or by reason of such claims or actions.
