INDEMNIFICATION BY UNITED Clause Samples
INDEMNIFICATION BY UNITED. United hereby assumes liability for and agrees to indemnify, release, defend, protect, save and hold Contractor and its officers, directors, agents and employees harmless from and against any and all liabilities, damages, expenses, losses, claims, demands, suits, fines or judgments, including but not limited to, attorneys’ and witnesses’ fees, costs and expenses incident thereto, which may be suffered by, accrue against, be charged to or be recovered from Contractor or its officers, directors, employees or agents, by reason of any injuries to or deaths of persons, except for injury or death of Contractor’s employees, or the loss of, damage to or destruction of property, including the loss of use thereof, arising out of, in connection with or in any way related to any act, error, omission, operation, performance or failure of performance of United or its officers, directors, employees or agents regardless of any contributory negligence either active, passive or otherwise on the part of Contractor or its officers, directors, employees, or agents (but excluding the reckless and willful misconduct or gross negligence of Contractor or its officers, directors, employees or agents), which is in any way related to the services of United contemplated by or provided pursuant to this Agreement. Contractor will give United prompt and timely notice of any claim made or suit instituted against Contractor which in any way results in indemnification hereunder, and United will have the right to compromise or participate in the defense of same to the extent of its own interest.
INDEMNIFICATION BY UNITED. United shall be solely responsible for and agrees to defend, indemnify, and hold harmless Administrator and its Affiliates, shareholders, directors, officers, employees, and agents from and against any and all claims, causes of action, obligations, liability, liens, indebtedness, debts, judgments, damages (of every kind and nature), losses, costs, expenses, and fees (including reasonable attorneys’ fees), arising from or related to the breach of or default under any representation, warranty, covenant, condition, or promise made by United in this Agreement.
INDEMNIFICATION BY UNITED. United shall, at its own expense, defend, hold harmless and indemnify AARP, AARP Trust and each of their respective parents, subsidiaries, affiliates, officers, directors, trustees, employees, members, independent contractors and agents (provided they are acting in the course of their duties with respect to the foregoing) (each an "AARP Indemnified Party") from and against any claims, damages (including consequential and punitive damages), judgments, awards, settlements (consented to by United), costs and expenses (including reasonable fees and expenses of counsel, subject to the procedures and limitations contained in Sections 13.3 and 13.4 hereof), arising, directly or indirectly, from (i) the misuse by United or any of its parents, subsidiaries, affiliates, officers, directors, employees or agents of information provided by AARP or AARP Trust to United, including but not limited to information concerning AARP members and marketing and advertising materials concerning the SHIP, (ii) the breach, negligence or willful misconduct by United with respect to its obligations under this Agreement and the other Contract Documents or under any Associated Agreement to which United is a party, (iii) United's subcontracting any part 76
INDEMNIFICATION BY UNITED. UNITED hereby agrees to indemnify and hold harmless, PROCESSOR, and its employees, agents and shareholders from and against any claims, losses or liabilities arising out of, or resulting from, the actions or omissions of UNITED, its employees or agents with respect to the Product, from and after the time risk of loss of PROCESSOR’s Product transfers.
INDEMNIFICATION BY UNITED. 41 D. CONTRACTOR'S SUPPLIES LIABILITY......................... 41
INDEMNIFICATION BY UNITED. United shall indemnify and hold each of the Shareholders and the Principals harmless from and against the entirety of all Adverse Consequences arising out of or resulting from any claim by any broker or finder engaged by either of the United Companies for commissions or other amounts on account of any of the transactions described in this Agreement.
INDEMNIFICATION BY UNITED. 8.1 (a). United agrees to indemnify and hold harmless the Fund, the Adviser, each of their officers, each member of their Boards and each person, if any, who controls the Adviser within the meaning of Section 15 of the 1933 Act (collectively, the "Indemnified Parties" for purposes of this Section 8.1) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of United), or litigation (including legal and other expenses), to which the Indemnified Parties may become subject under any statute or regulation, 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 Fund's shares or the Contracts and:
(i) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement or prospectus or SAI for the Contracts or contained in the Contracts (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 United by or on behalf of the Fund for use in the Registration Statement or prospectus or SAI for the Contracts or in the Contracts or sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Fund shares; or
(ii) arise out of or as a result of statements or representations (other than statements or representations contained in the Registration Statement, prospectus, SAI, or sales literature of the Fund not supplied by United or persons under its control) or wrongful conduct of United or persons under its control, with respect to the sale or distribution of the Contracts or Fund 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 of the Fund or any amendment thereof or supplement thereto or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the stateme...
INDEMNIFICATION BY UNITED. 21 SECTION 8.
INDEMNIFICATION BY UNITED. Subject to Section 9.5, United (hereinafter called the "UNITED INDEMNITOR") shall jointly and severally defend, indemnify and hold harmless the Shareholders (hereinafter called "SHAREHOLDER INDEMNITEES") against and in respect of any and all loss, damage, liability, cost and expense, including reasonable attorneys' fees and amounts paid in settlement (collectively, "SHAREHOLDER LOSSES"), suffered or incurred by Shareholder Indemnitees by reason of or arising out of:
i. any misrepresentation, breach of warranty or breach or non-fulfillment of any material agreement of United contained in this Agreement or in any other certificate, schedule, instrument or document delivered to the Shareholders by or on behalf of United pursuant to the provisions of this Agreement (without regard to materiality thresholds contained therein); and
ii. any liabilities of the Company of any nature whatsoever (including tax liability, penalties and interest), whether accrued, absolute, contingent or otherwise, arising from United's ownership or operation of the Company after Closing, but only so long as such liability is not the result of an act or omission of the Company or any Shareholder occurring prior to the Closing. United Losses and Shareholder Losses are sometimes collectively referred to as "INDEMNIFIABLE LOSSES."
INDEMNIFICATION BY UNITED. United shall defend, hold harmless and indemnify Healtheon, its officers, directors, agents and employees, from any and all claims by third parties that arise out of United's willful misconduct or negligent acts or omissions in the discharge of United's responsibilities under this Agreement. United shall defend, hold harmless and indemnify Healtheon, its officers, directors, agents and employees, from any and all claims by United's personnel for any compensation or benefits, and claims by third parties that arise from a breach by United of any agreement with any third party that relates to the services herein.