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 limitations set forth in this Article VIII, from and after the Closing, Buyer shall indemnify Seller, its Affiliates, and their Representatives (each, a “Seller Indemnified Party”) against any and all Losses incurred by such Seller Indemnified Party, to the extent arising or resulting from any of the following:
(i) any breach of any representation or warranty made by Buyer in the Transaction Documents;
(ii) any breach of any covenant or agreement of Buyer contained in the Transaction Documents; and
(iii) any Recipient Confidentiality Breach by any Person who receives Confidential Information from or on behalf of Buyer under Section 6.1. The foregoing shall exclude any Losses of any Seller Indemnified Party to the extent resulting from (A) the bad faith, gross negligence, intentional misrepresentation, willful misconduct or fraud of any Seller Indemnified Party, (B) any matter in respect of which any Buyer Indemnified Party would be entitled to indemnification under Section 8.1(a), or (C) acts or omissions of Buyer taken (or omitted to be taken) based upon the express written instructions from any Seller Indemnified Party. Any amounts determined to be due to any Seller Indemnified Party hereunder in accordance with and subject to the terms, conditions and procedures of this Article VIII shall (if not otherwise paid) be payable by Buyer to such Seller Indemnified Party within [***] Business Days following written demand delivered to Buyer by such Seller Indemnified Party.
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. Subject to the other terms and conditions of this Article VII, Xxxxx shall indemnify and defend each of Seller and its 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, the Seller Indemnitees based upon, arising out of, with respect to, or by reason of:
(a) any inaccuracy in or breach of any of the representations or warranties of Buyer contained in this Agreement or the other Transaction Documents; or
(b) any breach or non-fulfillment of any covenant, agreement, or obligation to be performed by Buyer pursuant to this Agreement.
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. Buyer shall indemnify and save and hold the Seller and Principal Owners, successors, and assigns (the “Seller Indemnitees”), harmless from and against any and all damages, claims, demands, obligations, liabilities, losses, costs, expenses (including all reasonable attorneys’ fees and expenses of investigation incurred by the Seller Indemnitees in any Action or proceeding between Buyer and the Seller Indemnitees or between the Seller Indemnitees and any third party or otherwise), deficiencies, interests, penalties, impositions, assessments and/ or fines (collectively, “Seller Losses”), whether or not in connection with a third-party claim, arising out of, resulting from or related to (each “Buyer’s Events of Breach”):
(i) any breach of any representation or warranty made by the Buyer in this Agreement or the other Transaction Documents; and
(ii) all acts and omissions in the conduct of the Company and the Business on and after Closing and indemnifies, and must keep indemnified, the Seller Indemnitees against any loss arising in respect of any such acts or omissions after Closing including liability arising out of defects in products sold or services provided by the Buyer after Closing. This indemnity extends to liability that may arise as a result of any of the products so sold or advice given being defective;
(iii) any breach of any covenant or other agreement made by Seller in Section 7(b) of this Agreement, provided, however, that Buyer shall not be liable to make any payment in respect of a claim for indemnification in respect of any breach of any representation or warranty made by the Buyer in this Agreement or the other Transaction Documents until the aggregate of such Seller Losses shall exceed $5,000 (“Threshold”). Once such Seller Losses shall exceed such $5,000 Threshold (“Basket”), the Seller Indemnitees shall have the right to indemnification hereunder, and Buyer and/or its members shall be required to make payment to the Seller Indemnitees in respect of such claim to the full extent of such Seller Losses without reference to or deduction for the $5,000 Threshold up to an aggregate liability cap equal to the value of Cash Consideration as set out in this Agreement (“Cap”), provided, however, that the Basket and Cap shall not apply (and Buyer and its members shall be fully liable) in the case of any claims based on fraud, bad faith, criminal conduct, intentional misrepresentation, or willful misconduct (“Bad Conduct”) or (ii) indemnification unde...
Indemnification by Xxxxx. Subject to the provisions of this Section 8, the Buyer shall indemnify and hold harmless the Seller and his agents, advisors, representatives and consultants (the “Seller’s Indemnified Persons”) from and against, and shall reimburse the Seller Indemnified Persons for, any and all Losses arising out of or based upon: (i) any breach of any representation or warranty of the Buyer set forth in this Agreement; and (ii) any breach of any covenant or agreement made by the Buyer in this Agreement.
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. Subject to the other terms and conditions of this Agreement, from and after the Closing, Buyer shall indemnify and defend each of Seller and its Affiliates and their respective Representatives (collectively, the “Seller Indemnitees” and individually a “Seller Indemnitee”) 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, arising out of, with respect to or by reason of:
(i) any inaccuracy in or breach of any of the representations or warranties of Buyer contained in this Agreement; or
(ii) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Buyer pursuant to this Agreement.
