Indemnification by the Service Provider. The Service Provider shall defend and indemnify the Principal from and against any and all Damages arising from the use by the Principal of any Intellectual Property of the Service Provider, to the extent use by the Principal is within the scope of the license granted to the Principal in accordance with Clause 9.9.
Indemnification by the Service Provider. The Service Provider shall indemnify, defend, and hold the Client and its employees, agents, directors, officers and nominees (each, also an “Indemnitee”) harmless from and against any and all losses arising out of a third party claim and relating to Service Provider’s willful misfeasance, fraud, bad faith or negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties under this Agreement or in the performance of the Services specified in this Agreement; except any losses resulting from the willful misfeasance, fraud, bad faith, negligence or reckless disregard of its obligations or duties by the Client or its agents (other than Service Provider).
Indemnification by the Service Provider. Subject to the provisions of Sections 10.03 and 10.04 hereof, the Service Provider shall indemnify and hold harmless the Company and its directors, officers, employees, Affiliates and assigns from and against all Losses asserted against, imposed upon or incurred by them, directly or indirectly, by reason of or arising out of or in connection with any misrepresentation, breach of or failure to perform any representation, warranty, covenant, undertaking or agreement of Service Provider in this Agreement.
Indemnification by the Service Provider. In order to induce the Company to enter into and perform this Agreement, the Service Provider does hereby indemnify, protect, defend and save and hold harmless the Company and each of its members, affiliates, officers, managers, control persons, employees, attorneys, agents, partners and trustees and personal representatives of any of the foregoing (“Indemnified Parties”), from and against any loss resulting to any of them from:
(i) Any and all losses, liabilities, costs, damages, or expenses which the Company may suffer, sustain or incur arising out of or due to a breach by the Service Provider of any covenant, representation or warranty made in this Agreement or from any misrepresentation and/or omission pursuant to this Agreement.
(ii) Any and all claims or actions against the Company, and any and all costs, expenses, losses, including but not limited to, arbitration awards, civil judgments, reasonable attorney fees and costs, and court or arbitration fees and costs, arising out of any act, or any omission of the Service Provider in the performance of any duties or services, regardless of whether said claim or action against the Service Provider is individually dismissed, prior to, or at the arbitration hearing or court proceeding.
(iii) Any and all losses, claims, damages or liabilities to which the Company may become subject under the Securities Act of 1933, as amended, (the "Act") or otherwise insofar as such losses, claims damages or liabilities (or actions in respect thereof) arise out of or are based upon violations of the Act, the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder and upon any untrue statement or alleged untrue statement or the alleged omission to state therein a material fact required to be stated in any statements written or and made by the Service Provider in performing any of the Services pursuant to this Agreement, subject to Company's obligations as set forth in Article “17” of this Agreement.
Indemnification by the Service Provider. The Trust, the Adviser, the Funds and their respective officers, directors, employees, agents, and persons, if any, who control them within the meaning of the Securities Act of 1933, as amended, (the "Indemnified Persons") will not be held responsible, and the Service Provider will indemnify and hold the Indemnified Persons harmless from and against any and all reasonable losses, damages, costs, charges, counsel fees, payments, expenses, and liabilities directly or indirectly arising out of or relating to: (i) the Service Provider's lack of good faith, gross negligence, or willful misconduct in carrying out its duties and responsibilities under this Agreement; (ii) any breach of this Agreement or violation of law by the Service Provider; (iii) any breach by the Service Provider of any obligation to Clients; (iv) any failure by the Service Provider to communicate Orders as set forth under this Agreement; (v) any communication of Orders by the Service Provider which has not been, or is claimed not to have been, authorized by or on behalf of Clients; or (vi) any error or omission, or cancellation of, any Order communicated by the Service Provider to the Trust, including any error resulting from erroneous Instructions communicated by or on behalf of Clients to the Service Provider.
Indemnification by the Service Provider. The Service Provider hereby agrees to indemnify, defend and hold harmless the Company, its affiliates and all officers, directors, employees and Service Providers thereof (hereinafter referred to as "Indemnities") from all liabilities, claims, damages, losses, costs, expenses, demands, suits and actions (including without limitation attorneys' fees, expenses and settlement costs) (collectively, "Damages") arising out of or related to the conduct of Service Provider’s operations, including without limitation Damages arising out of or related to damage or injury to property or persons, or to any representations of the Service Provider not authorized hereunder.
Indemnification by the Service Provider. (a) Until and unless a Core Coinsurance Termination occurs, subject to the provisions of Sections 10.03 and 10.04 hereof, the Service Provider agrees to indemnify, defend and hold harmless FAFLIC and its directors, officers, employees, Affiliates and assigns from and against all Losses asserted against, imposed upon or incurred by them, directly or indirectly, by reason of or arising out of or in connection with any breach or nonfulfillment by Service Provider of, or any failure by Service Provider to perform, any of the covenants, terms or conditions of, or any duties or obligations under, this Agreement.
(b) Following any Core Coinsurance Termination, subject to the provisions of Sections 10.03 and 10.04 hereof, the Service Provider agrees to indemnify, defend and hold harmless FAFLIC and its directors, officers, employees, Affiliates, subcontractors and assigns from and against all Losses asserted against, imposed upon or incurred by them, directly or indirectly, arising out of or in connection with the Service Provider's or an Authorized Administrator's (i) gross negligence, bad faith or willful misconduct, (ii) violation of Applicable Law (other than violations of Applicable Law arising from actions or inactions taken by the Service Provider upon the explicit written instruction or direction of FAFLIC) or (iii) material breach of its obligations under Section 3.04, 11.01 or 11.03, in each case in connection with performing the Service Provider's obligations under this Agreement.
Indemnification by the Service Provider. The Service Provider shall defend, indemnify and hold harmless each Recipient, its Affiliates and its and their respective Representatives (each, a “Recipient Indemnitee”) from and against any and all costs, liabilities, losses, penalties, expenses and damages (including reasonable attorneys’ fees) of every kind and nature arising from third-party claims, demands, litigation and suits that (a) relate to bodily injury or death of any person or damage to real and/or tangible personal property directly caused by the gross negligence or willful misconduct of the Service Provider, its Affiliates, or its or their respective directors, officers, employees, agents or representatives during the performance of the Services or (b) relate to the intentional infringement of any copyright or trade secret by an asset owned by the Service Provider or its Affiliates and used by the Service Provider in the performance of the Services (together, “Service Provider Claims”). Notwithstanding the foregoing obligations set forth in this Section 5.02, the Service Provider shall not be required to defend, indemnify or hold harmless any Recipient Indemnitee to the extent that such Service Provider Claims are found by a final judgment or opinion of an arbitrator or a court of competent jurisdiction to be caused by (i) a breach of any provision of this Agreement by Recipient or (ii) any gross negligence or willful misconduct, of Recipient, its Affiliates, or its or their respective Representatives in performance of this Agreement. Recipient Claims and Service Provider Claims are each individually referred to as a “Claim.”
Indemnification by the Service Provider. The Service Provider hereby agrees to indemnify, defend and hold harmless the Company and its members, managers, officers, employees and agents from and against any and all claims, actions, damages, liabilities, costs and expenses, including reasonable attorneys’ fees and expenses, incurred by or asserted against the Company or its members, managers, officers, employees and agents (i) as a result of any failure on the part of the Service Provider to perform its obligations under this Agreement, or (ii) arising out of or in connection with the bad faith, willful misconduct or negligent acts or omissions of the Service Provider or its members, managers, officers, employees, subcontractors or agents.
Indemnification by the Service Provider. During the Term of this Contract, the Service Provider shall independently in relation to its specified obligations under this Contract indemnify and hold harmless the Authority, the Authority's directors, employees, personnel and its agents against and from all claims, damages, losses and expenses (including legal fees and expenses) in respect or arising out of:
(a) any and all actions, claims, liabilities, costs, damages and expenses of every kind and nature in respect of the sickness, injury or death of any person employed directly or indirectly by the Service Provider or any Sub-Service Provider and their respective employees and damage to or destruction of any property or equipment of the Service Provider and its employees arising during or as a result of the performances or non-performance of this Contract from any cause whatsoever provided that this Article, unless attributable to any default of the terms and conditions of the Contract by the Authority, the Authority's directors, employees and its agents;
(b) breach of the Contract by the Service Provider.
