Indemnification by the Companies Sample Clauses

Indemnification by the Companies. Each Company shall indemnify and hold harmless the Fund, the Adviser and the Distributor and each person who controls the Fund, the Adviser or the Distributor within the meaning of such terms under the 1933 Act (but not any Participating Insurance Companies or Qualified Plans) and any officer, trustee, director, employee or agent of the foregoing, against any and all losses, claims, damages or liabilities, joint or several (including any investigative, legal and other expenses reasonably incurred in connection with, and any amounts paid with the written consent of that Company in settlement of, any action, suit or proceeding or any claim asserted), to which they or any of them may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities are related to the sale or acquisition of the Fund's shares or the Contracts and: (a) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Contracts Registration Statement, Contracts Prospectus, sales literature or other promotional material for the Contracts or the Contracts themselves (or any amendment or supplement to any of the foregoing), or 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 in light of the circumstances in which they were made; provided that this obligation to indemnify shall not apply if such statement or omission or such alleged statement or alleged omission was made in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of the Fund, Distributor or Adviser for use in the Contracts Registration Statement, Contracts Prospectus or in the Contracts or sales literature or promotional material for the Contracts (or any amendment or supplement to any of the foregoing) or otherwise for use in connection with the sale of the Contracts or Fund shares; or (b) arise out of any untrue statement or alleged untrue statement of a material fact contained in the Fund Registration Statement, Fund Prospectus or sales literature or other promotional material of the Fund (or any amendment or supplement to any of the foregoing), or 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 in light of the circumstances in which they were...

Indemnification by the Companies. The Holder and his affiliates, consultants, representatives and their respective successors and assigns shall be indemnified and held harmless by each of XxXxx and InovaChem from and against any and all Damages resulting from any misrepresentation, breach of warranty or nonfulfillment of any covenant or agreement on the part of said company contained in this Agreement and as a result of the transaction contemplated herein.

Indemnification by the Companies. The Companies hereby agree that from and after the Closing they shall, jointly and severally, indemnify, defend and hold harmless the Seller Indemnified Parties from, against and in respect of any Losses imposed on, sustained, incurred or suffered by, or asserted against, any of the Seller Indemnified Parties, whether in respect of Third-Party Claims, claims between the parties hereto, or otherwise, directly or indirectly relating to, arising out of or resulting from (i) any breach of any covenant of the Companies set forth in Sections 5.1, 5.4, 5.5, 5.6, 5.7 and 5.10 occurring after the Closing, (ii) the Assumed Liabilities and (iii) the Transferred Assets, the Business or the Transferred Employees to the extent attributable to the operation or ownership of the Transferred Assets or the Business or the employment of the Transferred Employees, in each case, following the Closing.

Indemnification by the Companies. IN CONSIDERATION OF THE EXECUTION AND DELIVERY OF THIS AGREEMENT BY THE ADMINISTRATIVE AGENT AND THE LENDERS AND THE AGREEMENT TO EXTEND THE COMMITMENTS PROVIDED HEREUNDER, EACH COMPANY HEREBY JOINTLY AND SEVERALLY AGREES TO INDEMNIFY, EXONERATE AND HOLD THE ADMINISTRATIVE AGENT, EACH LENDER AND EACH OF THE OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES AND AGENTS OF THE ADMINISTRATIVE AGENT AND EACH LENDER (EACH A “LENDER PARTY”) FREE AND HARMLESS FROM AND AGAINST ANY AND ALL ACTIONS, CAUSES OF ACTION, SUITS, LOSSES, LIABILITIES, DAMAGES AND EXPENSES, INCLUDING ATTORNEY COSTS (COLLECTIVELY, THE “INDEMNIFIED LIABILITIES”), INCURRED BY THE LENDER PARTIES OR ANY OF THEM AS A RESULT OF, OR ARISING OUT OF, OR RELATING TO (A) ANY TENDER OFFER, MERGER, PURCHASE OF CAPITAL SECURITIES, PURCHASE OF ASSETS OR OTHER SIMILAR TRANSACTION FINANCED OR PROPOSED TO BE FINANCED IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, WITH THE PROCEEDS OF ANY OF THE LOANS, (B) THE USE, HANDLING, RELEASE, EMISSION, DISCHARGE, TRANSPORTATION, STORAGE, TREATMENT OR DISPOSAL OF ANY HAZARDOUS SUBSTANCE AT ANY PROPERTY OWNED OR LEASED BY ANY LOAN PARTY, (C) ANY VIOLATION OF ANY ENVIRONMENTAL LAWS WITH RESPECT TO CONDITIONS AT ANY PROPERTY OWNED OR LEASED BY ANY LOAN PARTY OR THE OPERATIONS CONDUCTED THEREON, (D) THE INVESTIGATION, CLEANUP OR REMEDIATION OF OFFSITE LOCATIONS AT WHICH ANY LOAN PARTY OR THEIR RESPECTIVE PREDECESSORS ARE ALLEGED TO HAVE DIRECTLY OR INDIRECTLY DISPOSED OF HAZARDOUS SUBSTANCES OR (E) THE EXECUTION, DELIVERY, PERFORMANCE OR ENFORCEMENT OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT BY ANY OF THE LENDER PARTIES, EXCEPT FOR ANY SUCH INDEMNIFIED LIABILITIES ARISING ON ACCOUNT OF THE APPLICABLE LENDER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS DETERMINED BY A FINAL, NONAPPEALABLE JUDGMENT BY A COURT OF COMPETENT JURISDICTION. IF AND TO THE EXTENT THAT THE FOREGOING UNDERTAKING MAY BE UNENFORCEABLE FOR ANY REASON, EACH COMPANY HEREBY AGREES TO MAKE THE MAXIMUM CONTRIBUTION TO THE PAYMENT AND SATISFACTION OF EACH OF THE INDEMNIFIED LIABILITIES WHICH IS PERMISSIBLE UNDER APPLICABLE LAW. ALL OBLIGATIONS PROVIDED FOR IN THIS SECTION 15.17 SHALL SURVIVE REPAYMENT OF THE LOANS, CANCELLATION OF THE NOTES, EXPIRATION OR TERMINATION OF THE LETTERS OF CREDIT, ANY FORECLOSURE UNDER, OR ANY MODIFICATION, RELEASE OR DISCHARGE OF, ANY OR ALL OF THE COLLATERAL DOCUMENTS AND TERMINATION OF THIS AGREEMENT.

Indemnification by the Companies. The Companies hereby agree to indemnify, defend, and hold harmless the Manager and its officers, directors, shareholders, employees, agents and affiliates from any and all threatened or actual claims, demands, causes of action, suits, proceedings (formal or informal), losses, damages, fines, penalties, liabilities, costs and expenses of any nature, including attorneys' fees and court costs, sustained or incurred by or asserted against the Manager or its affiliates, officers, directors, employees and agents by any person, firm, corporation, governmental authority, partnership or other entity by reason of or arising out of: (i) the conduct of the Companies, other than conduct by or at the direction of the Manager, or (ii) the conduct of the business of the Companies or the provision of services by the Manager pursuant to this Agreement, except to the extent specifically limited by the foregoing Section 7. 1. In case any action or proceeding shall be brought against the Manager in respect to which the indemnity contemplated by this Section 7.2 may be sought against the Companies, the Manager shall give notice of such action to the Companies, and the Companies shall defend such action or proceeding by counsel reasonably satisfactory to the Companies and the Manager, and the Companies shall pay for all expenses therefor unless such action or proceeding is resisted and defended by counsel for any carrier of public liability insurance that benefits the Companies or the Manager. The Manager shall promptly give written notice to the Companies when a claim is made against the Manager for which indemnity is owed to the Manager by the Companies pursuant to this Section 7. 2. The Companies shall participate in defense of such claims, but the Manager shall have the right to employ its own separate counsel, and the Manager shall assist the Companies in the defense of any claim for which the Companies owes indemnification hereunder and is undertaking to provide a defense, by making available to the Companies such records and personnel of the Manager as may be reasonably requested.

Indemnification by the Companies. (A) DOWNSTATE. Subject to the limitations set forth in Section 12.5 below, Downstate shall indemnify and defend IHS and Allied and each of their respective shareholders, members, managers, officers, directors, agents and employees, and their respective successors and assigns ("IHS/ALLIED INDEMNITEES") and hold each of them harmless against and with respect to any and all damage, loss, liability, deficiency, cost and expense (including, without limitation, reasonable attorney's fees and expenses) (all of the foregoing hereinafter collectively referred to as "LOSS") resulting from or arising out of: (I) any inaccuracy in, or any breach of, any representation or warranty made or certification delivered by Downstate pursuant to this Agreement; (II) the breach of any covenant or agreement by Downstate made pursuant to this Agreement; (III) any Downstate Excluded Liability; (IV) any Lithotripsy Practice Prohibited Liability; or (V) any action, suit, proceeding, demand, assessment, judgment, settlement, cost or legal or other expense incident to any of the foregoing. (B) METRO/LITHO. Subject to the limitations set forth in Section 12.5 below, Metro/Litho shall indemnify and defend the IHS/Allied Indemnitees and hold each of them harmless against and with respect to any and all Loss resulting from or arising out of: (I) any inaccuracy in, or any breach of, any representation or warranty made or certification delivered by Metro/Litho pursuant to this Agreement; (II) the breach of any covenant or agreement by Metro/Litho made pursuant to this Agreement; (III) any Metro/Litho Excluded Liability; (IV) any Lithotripsy Practice Prohibited Liability; or (V) any action, suit, proceeding, demand, assessment, judgment, settlement, cost or legal or other expense incident to any of the foregoing.

Indemnification by the Companies. Subject to the terms of this Article 11, the Companies, jointly and severally, shall indemnify, defend, save and hold harmless the Purchaser and its subsidiaries, predecessors, successors, members, managers, directors, officers, employees, agents, representatives and assigns (collectively, the "PURCHASER

Indemnification by the Companies. 8.1 The Companies hereby, jointly and severally, indemnify and hold AICL and each of its directors, officers, servants, agents and employees, harmless from and agree to defend each of them (collectively, "Indemnitees") from and against all and any manner of liabilities, suits, claims, damages and expenses (other than those arising out of the gross negligence or willful misconduct of any such Indemnitees in the performance of any of AICL's obligations hereunder) arising out of or in connection with this Agreement or the good faith performance by AICL of its obligations hereunder. 8.2 In addition to their respective obligations to indemnify the Indemnities as described above, the Companies shall obtain, maintain and keep the Equipment insured against all risks of liability or damage from every cause whatsoever in an amount not less than the full replacement value of the Equipment (less commercially reasonable deductibles). The Companies shall also obtain and maintain for the duration of the Term comprehensive liability insurance for bodily injury, including death, and property damage resulting from maintenance, use or operation of the Equipment or otherwise from the operation of the Companies at the Premises in such amounts, in such form and with such insurers as shall be reasonably satisfactory to AICL. AICL shall be the sole loss payee with respect to insurance for damage to or loss of the Equipment and AICL shall be an additional named insured on the comprehensive liability insurance. The Companies shall deliver to AICL a certificate of insurance with respect thereto. Said insurance shall provide that it cannot be amended or cancelled without the insurer first giving AICL, not less than sixty (60) days prior written notice thereof.

Indemnification by the Companies. The Companies hereby jointly and severally covenant and agree that the Estate shall be free of any lien, claim or encumbrance created by any Company and not contemplated or permitted by the transactions described in this Agreement or in the Security Documents arising as a result of claims against any of the Companies not related to the ownership of the Vessels, the Aircraft or the Containers and that it will promptly take such action as may be necessary to duly discharge any such lien, claim or encumbrance.

Indemnification by the Companies. The Companies agree to -------------------------------- reimburse, and upon request, advance to you your reasonable attorney's fees and expenses incurred in connection with the negotiation and execution of this Agreement, and to indemnify and advance to you reasonable expenses incurred in connection with any litigation or other legal or regulatory proceeding of any kind filed or initiated against the Companies or you because of your status as an officer or employee of the Companies, in accordance with the terms of the Articles of Incorporation and Bylaws of the Companies, Section 11 of the Employment Agreement and your Indemnification Agreement with JDN Realty Corporation, or as might otherwise exist under applicable law; provided, however, that the term "established" in Section 11.1(c) of the Employment Agreement and in Section 5 of the Indemnification Agreement is amended to read "adjudged" and all prior disclosed compensation to you from the Companies shall not constitute an "improper personal benefit" as described in Section 11.1 of the Employment Agreement and Section 5(d) of the Indemnification Agreement.