Indemnification by Xxxxxxx Xxxxx. Xxxxxxx Xxxxx agrees to indemnify and hold harmless the Company, the Operating Partnership, their trustees, each of their officers who signed the Registration Statement and each person, if any, who controls the Company or the Operating Partnership 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 10, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by Xxxxxxx Xxxxx expressly for use therein.
Indemnification by Xxxxxxx Xxxxx. Xxxxxxx Xxxxx agrees to indemnify and hold harmless the Company, its officers, directors, employees and agents and each Person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, together with each such Person’s respective officers, directors, employees and agents, and each affiliate of the Company (within the meaning of Rule 405 under the Securities Act Regulations), from and against any losses, claims, damages or liabilities, and any action or proceeding in respect thereof, to which the Company, its officers, directors, employees or agents, any such controlling Person and any officer, director, employee or agent of such controlling Person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as losses, claims, damages or liabilities (or action or proceeding in respect thereof) arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus or any other prospectus relating to the Common Shares, or any amendment or supplement thereto, or any preliminary prospectus, or any Issuer Free Writing Prospectus, or arise out of, or are based upon, any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of the Prospectus or any other prospectus relating to the Common Shares, or any amendment or supplement thereto or any preliminary prospectus, or any Issuer Free Writing Prospectus, in light of the circumstances in which they were made) not misleading in each case to the extent, but only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made therein in reliance upon and in conformity with written information related to Xxxxxxx Xxxxx or its plan of distribution furnished to the Company by or on behalf of Xxxxxxx Xxxxx expressly for use therein.
Indemnification by Xxxxxxx Xxxxx. Xxxxxxx Xxxxx agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement, and each person, if any, who controls the Company 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 10, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Xxxxxxx Xxxxx Information.
Indemnification by Xxxxxxx Xxxxx. Xxxxxxx Xxxxx agrees to indemnify and hold harmless each of EQR and ERP, and each person, if any, who controls EQR or ERP within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and any trustee, director, officer, employee or affiliate thereof, against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 6.02, as incurred; but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), the Prospectus (or any amendment or supplement thereto), the Prospectus Supplement, any Issuer Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, in reliance upon, and in conformity with, written information furnished to EQR by Xxxxxxx Xxxxx expressly for use in the Registration Statement (or any amendment thereto), the Prospectus (or any amendment or supplement thereto), the Prospectus Supplement, any Issuer Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act.
Indemnification by Xxxxxxx Xxxxx. Subject to the conditions set forth below, Xxxxxxx Xxxxx agrees to indemnify and hold harmless the Company, each of its directors and trustees, those of its officers who have signed the Registration Statement and each other person, if any, who controls the Company within the meaning of Section 15 of the Securities Act to the same extent as the foregoing indemnity from the Company contained in subsections (a)(i) and (a)(ii) of this Section, as incurred, but only with respect to an untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact in the Registration Statement (as from time to time amended or supplemented) or in the Prospectus (as from time to time amended or supplemented), or any related preliminary prospectus, or any Application made in reliance upon or, in conformity with, written information furnished by Xxxxxxx Xxxxx expressly for use in such Registration Statement, the Prospectus or any amendment or supplement thereto, or in any related preliminary prospectus or in any of such applications.
Indemnification by Xxxxxxx Xxxxx. Xxxxxxx Xxxxx agrees to indemnify, defend and hold Reseller harmless from and against any loss, claim, judgment, liability, damage, action or cause of action (including reasonable attorneys’ fees and court costs) (collectively, “Losses”) finally awarded in connection with (a) a third party claim that use of the Software or Online Service by an End User infringes or misappropriates a valid U.S. patent, copyright, or trademark, and (b) willful misconduct or unlawful acts of Xxxxxxx Xxxxx in performing its obligations hereunder; provided, however, that Xxxxxxx Xxxxx shall have no obligation to indemnify, defend, or hold Reseller harmless unless Reseller promptly notifies Xxxxxxx Xxxxx in writing of the claim, allows Xxxxxxx Xxxxx to control the defense of such claim, and cooperates with Xxxxxxx Xxxxx in the defense of the claim or in any related settlement negotiations.
Indemnification by Xxxxxxx Xxxxx. Xxxxxxx Xxxxx agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement, and each person, if any, who controls the Company 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 10, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by Xxxxxxx Xxxxx expressly for use therein; and the Company hereby acknowledges that the only information that Xxxxxxx Xxxxx has furnished to the Company expressly for use in the Registration Statement, any Issuer Free Writing Prospectus, or the Prospectus (or any amendment or supplement thereto) are the statements set forth in first sentence of the first paragraph under the caption “Plan of Distribution” in the Prospectus (collectively, the “Agent Content”).
Indemnification by Xxxxxxx Xxxxx. Xxxxxxx Xxxxx agrees to indemnify and hold harmless the Company, its directors, each of the Company’s officers who signed the Registration Statement, and each person who controls the Company within the meaning of either the Securities Act or the Exchange Act, to the same extent as the foregoing indemnity from the Company to Xxxxxxx Xxxxx, but only with reference to written information relating to Xxxxxxx Xxxxx furnished to the Company by or on behalf of Xxxxxxx Xxxxx specifically for inclusion in the documents referred to in the foregoing indemnity. This indemnity agreement will be in addition to any liability which Xxxxxxx Xxxxx may otherwise have. The Company acknowledges that the following statements set forth in the Prospectus Supplement constitute the only information furnished in writing by or on behalf of Xxxxxxx Xxxxx for inclusion in the Prospectus or any Issuer Free Writing Prospectus: (i) Xxxxxxx Xxxxx’x name appearing on the front and back cover pages of the Prospectus Supplement and (ii) the second sentence of the second paragraph under the heading “Plan of Distribution” in the Prospectus Supplement.
Indemnification by Xxxxxxx Xxxxx. Xxxxxxx Xxxxx agrees to indemnify, defend and hold harmless the Trust and its Portfolios, its several officers and trustees, any person who controls the Trust within the meaning of Section 15 of the 1933 Act from and against any and all claims, demands, liabilities and expenses (including the cost of investigating or defending such claims, demands or liabilities and any counsel fees incurred in connection therewith) which the Trust, its offices or trustees, or any such controlling person may incur under the 1933 Act or under common law or otherwise arising out of or based upon any alleged untrue statement of a material fact contained in information furnished in writing by Xxxxxxx Xxxxx to the Trust for use in the Registration Statement, Prospectus or Statement of Additional Information or arising out of or based upon any alleged omission to state a material fact in connection with such information required to be stated in the Registration Statement or Prospectus or necessary to make such information not misleading.
Indemnification by Xxxxxxx Xxxxx. Xxxxxxx Xxxxx agrees to -------------------------------- indemnify and hold harmless the Company, its officers, directors, employees and agents and each person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from the Company to Xxxxxxx Sachs but only with reference to information related to Xxxxxxx Xxxxx furnished in writing by Xxxxxxx Sachs or on Xxxxxxx Sachs's behalf expressly for use in any registration statement or prospectus relating to Underlying Common Stock, or any amendment or supplement thereto, or any preliminary prospectus.
