Indemnification by Xxxxx. Xxxxx agrees to indemnify and hold harmless each of the Fund and the Manager, each of their directors, trustees, members, each of their officers who signed the Registration Statement, and each person, if any, who controls the Fund or the Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Fund or the Manager within the meaning of Rule 405 under the Securities Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 10, as incurred, but only with respect to (i) any failure by Xxxxx to comply with the prospectus delivery requirements applicable to Placement Shares and (ii) any untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), any sales material, or any Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Fund or the Manager by Xxxxx expressly for use in the Registration Statement (or any amendment thereto), any sales material, or any Prospectus (or any amendment or supplement thereto). The Fund and the Manager acknowledge that Xxxxx has not furnished any information to the Fund for inclusion in the Prospectus.
Indemnification by Xxxxx. Xxxxx agrees to indemnify and hold harmless each of the Fund and the Adviser, each of their directors, trustees, members, each of their officers who signed the Registration Statement, and each person, if any, who controls the Fund or the Adviser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 9, as incurred, but only with respect to (i) any failure by Xxxxx to comply with the prospectus delivery requirements applicable to the Placement Shares; and (ii) untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), any sales material, or any Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Fund or the Adviser by Xxxxx expressly for use in the Registration Statement (or any amendment thereto), any sales material, or any Prospectus (or any amendment or supplement thereto). The Fund and the Adviser acknowledge that Xxxxx has not furnished any information to the Fund for inclusion in the Prospectus.
Indemnification by Xxxxx. Subject to the terms and conditions of this Article VII, Xxxxx shall indemnify and defend Seller and Seller’s Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, Seller Indemnitees based upon, xxxxxxx out of, with respect to or by reason of:
Indemnification by Xxxxx. Xxch Fund will indemnify and hold Van Kampen harmless from all loss, cost, damage and expensx, xxxxxxxng reasonable expenses for legal counsel, incurred by Van Kampen resulting from (a) any claim, demand, action or xxxx xx xonnection with Van Kampen's acceptance of this Agreement; (b) an action ox xxxxxxxx xy Van Kampen in the performance of its duties hereunder; (c) Xxx Xxxxxn's acting upon instructions believed by it to haxx xxxx xxxxuted by a duly authorized officer of the Fund; or (d) Van Kampen's acting upon information provided by the Fund xx xxxx xxx under policies agreed to by Van Kampen and the Fund. Van Kampen shall not be entitled to such xxdemnification ix xxxxxxx of action or omissions constituting negligence or willful misconduct of Van Kampen or its agents or contractors. Prior to admittinx xxx xxxxm against it which may be subject to this indemnification, Van Kampen shall give the Fund reasonable opportunity to dxxxxx xxxxnst said claim on its own name or in the name of Van Kampen.
Indemnification by Xxxxx. Xxxxx shall defend, indemnify and hold harmless Asuragen and its Affiliates, sublicensees and distributors and each of their respective officers, directors, shareholders, employees, agents, successors and assigns from and against all Claims, to the extent arising out of (a) a breach by Asuragen of any of its representations, warranties, covenants or agreements under this Agreement, or (b) the manufacture, use, handling, storage, marketing, sale, distribution or other disposition of any product or service pursuant to the licenses granted herein by Asuragen, its Affiliates, agents or sublicensees. Xxxxx shall pay any and all damages, liabilities, losses, settlements, costs (including, without limitation, reasonable attorneys’ fees and costs), awarded by a court as a result of such Claim. Asuragen’s foregoing obligation to indemnify, defend and hold harmless shall not apply to such portion of any Claims arising or resulting from: (i) a breach or nonfulfillment of any representation, warranty or covenant of (A) the Parent (as defined in the Merger Agreement) set forth in the Merger Agreement; or (B) Asuragen (or any of the other indemnified parties set forth in Section 7.2 above) set forth in any of the Ancillary Agreements; or (ii) any gross negligence or willful misconduct of Asuragen (or any of the other indemnified parties set forth in this Section 7.2) or of the Parent (as defined in the Merger Agreement). Except as provided in the preceding sentence, the foregoing obligation to indemnify, defend and hold harmless shall be in addition to, and not diminish in any way, Asuragen’s indemnification obligations pursuant to the other Ancillary Agreements, nor the indemnification obligations set forth in Article X of the Merger Agreement.
Indemnification by Xxxxx. In connection with any registration statement in which Xxxxx is participating, Xxxxx will furnish to the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such registration statement or prospectus and, to the extent permitted by law, will indemnify and hold harmless the Company and its Indemnitees against any losses, claims, damages, liabilities, joint or several, to which the Company or any such Indemnitee may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon (a) any untrue or alleged untrue statement of material fact contained in the registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or in any application, together with any documents incorporated therein by reference or (b) any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, any such prospectus or preliminary prospectus or any amendment or supplement thereto, or in any application, in reliance upon and in conformity with written information prepared and furnished to the Company by Xxxxx expressly for use therein, and Xxxxx will reimburse the Company and each such Indemnitee for any legal or any other expenses including any amounts paid in any settlement effected with the consent of Xxxxx, which consent will not be unreasonably withheld or delayed, incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding; provided, however, that the obligation to indemnify will be limited to the net amount of proceeds received by Xxxxx from the sale of Registrable Securities pursuant to such registration statement, less any other amounts paid by Xxxxx in respect of such untrue statement, alleged untrue statement, omission or alleged omission.
Indemnification by Xxxxx. Xxxxx recognizes that the -------------------------- Exchange being conducted with Xxxxxx is based, to a material degree, upon the representations and warranties of Xxxxx as set forth and contained herein and Xxxxx hereby agrees to indemnify and hold harmless Xxxxxx against all damages, costs, or expenses (including reasonable attorney's fees) arising as a result of any breach of representation or warranty or omission made herein by Xxxxx. If any action is brought against Xxxxxx in respect of which indemnity may be sought against Xxxxx pursuant to the foregoing paragraph, Xxxxxx shall promptly notify Xxxxx in writing of the institution of such action (but the omission to so notify Xxxxx shall not relieve it from any liability that it may have to Xxxxxx except to the extent Xxxxx is materially prejudiced or otherwise forfeit substantive rights or defenses by reason of such failure), and Xxxxx shall assume the defense of such action, including the employment of counsel to be chosen by Xxxxx to be reasonably satisfactory to Xxxxxx, and payment of expenses. Xxxxxx shall have the right to employ Xxxxx' or their own counsel in any such case, but the fees and expenses of such counsel shall be at Xxxxxx expense, unless the employment of such counsel shall have been authorized in writing by Xxxxx in connection with the defense of such action, or Xxxxx shall not have employed counsel to take charge of the defense of such action, or counsel employed by Xxxxx shall not be diligently defending such action, or Berens shall have reasonably concluded that there may be defenses available to it which are different from or additional to those available to Xxxxx, or that representation of Xxxxxx by the same counsel would be inappropriate under applicable standards of professional conduct due to actual or potential differing interests between them (in which case Xxxxx shall not have the right to direct the defense of such action on behalf of Xxxxxx), in any of which event such fees and expenses shall be borne by Xxxxx. Anything in this paragraph to the contrary notwithstanding, Xxxxx shall not be liable for any settlement of, or any expenses incurred with respect to, any such claim or action effected without Xxxxx' written consent, which consent shall not be unreasonably withheld. Xxxxx shall not, without the prior written consent of Xxxxxx effect any settlement of any proceeding in respect of which Xxxxxx is a party and indemnity has been sought hereunder unless such settleme...
Indemnification by Xxxxx. Buyer shall indemnify, defend with counsel reasonably acceptable to Seller, and hold harmless Seller and its successors and assigns and the directors, officers, employees, and agents of each (collectively, the "Seller Group"), at, and at any time after, the Closing, from and against any and all Losses asserted against, resulting to, imposed upon, or incurred by the Seller Group, directly or indirectly, by reason of, resulting from, or arising in connection with, any of the following:
Indemnification by Xxxxx. Subject to the limitations set forth in this Article X, from and after the Closing, Buyer shall indemnify, defend and hold harmless Seller, its Affiliates and each of their respective stockholders, members, partners, managers, officers, directors, employees, consultants, agents and representatives (the “Seller Indemnified Parties”) from any and all Adverse Consequences actually incurred or paid by a Seller Indemnified Party as a result of (i) any breach of any representation or warranty of Buyer contained in Article IV of this Agreement, (ii) any breach of any covenant or agreement of Buyer contained in this Agreement, or (iii) any liability with respect to any Sale Entity, including those that may be incurred by Seller, whether arising before, on or after the Closing Date, except for (A) the Retained Liabilities or (B) any liability for which Seller has indemnification obligations pursuant to Section 10.1(a)(i) through (v) above.
Indemnification by Xxxxx indemnification by the Buyer about the Buyer faithfully and punctually observing and performing all covenants, stipulations and obligations required to be performed by the Buyer hereunder. The Buyer agrees to keep indemnified the Land Owners and the Promoter/Vendor and/or their successors in interest, of, from and against any losses, damages, costs, charges and expenses which may be suffered by the Land Owners and the Promoter/Vendor and/or their successors-in-interest by reason of any default of the Buyer.
