Indemnification by Xxxxxxxxx Sample Clauses
Indemnification by Xxxxxxxxx. The Custodian shall indemnify and hold harmless the Trust from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys’ fees) that the Trust may sustain or incur or that may be asserted against the Trust by any person arising directly or indirectly out of any action taken or omitted to be taken by an Indemnified Party as a result of the Indemnified Party’s refusal or failure to comply with the terms of this Agreement (or any sub-custody agreement), or from its bad faith, negligence or willful misconduct in the performance of its duties under this Agreement (or any sub-custody agreement). This indemnity shall be a continuing obligation of the Custodian, its successors and assigns, notwithstanding the termination of this Agreement. As used in this paragraph, the term “Trust” shall include the Trust’s trustees, officers and employees.
Indemnification by Xxxxxxxxx. Subject to the limitations set forth in this Agreement, the Custodian agrees to indemnify and hold harmless the Fund from all losses, damages and expenses (with the exception of those damages and expenses referenced in Section 6(a)) suffered or incurred by each such Fund caused by the negligence, bad faith or willful misconduct of the Custodian or the Custodian’s reckless disregard of its duties under this Agreement.
Indemnification by Xxxxxxxxx. XxxxXxxxx shall indemnify and hold harmless each Qualified Holder (other than XxxxXxxxx and XxxxXxxxx E&P), the Trust and the Trustee and any agents thereof, individually and as trustee, as the case may be, and each person, if any, who controls such Qualified Holder, the Trust or the Trustee within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any Expenses (excluding, however, any taxes, fees and other charges payable by the Trust on, based on or measured by any fees, commissions or compensation received by the Trust for its services under this Agreement) to which such Qualified Holder, the Trust, the Trustee or any agent thereof or any controlling person of such Qualified Holder, the Trust or the Trustee may become subject, under or with respect to the Securities Act, the Exchange Act, any other federal or state securities law or otherwise, insofar as such Expenses are caused by (i) an untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or an omission or alleged omission to state a material fact required to be stated in or necessary to make the statements therein not misleading at the date and time as of which such Registration Statement was declared effective by the SEC, (ii) an untrue statement or alleged untrue statement of a material fact contained in any preliminary Prospectus or any Prospectus or an omission or alleged omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading as of the date of such preliminary Prospectus or Prospectus and as of the closing of the sale of Trust Units sold thereunder or (iii) any untrue statement or alleged untrue statement of a material fact contained in any other filing, report or other action taken with respect to the Securities Act, the Exchange Act or any other federal or state securities law, the listing of the Trust Units on the New York Stock Exchange or another national securities exchange or any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, that XxxxXxxxx shall not be liable to and shall not indemnify the Qualified Holders (other than XxxxXxxxx and XxxxXxxxx E&P), the Trust, the Trustee or any agents or controlling persons thereof, individually or as trustee, as the case may be, in any suc...
Indemnification by Xxxxxxxxx. Borrowers shall indemnify each Agent and Xxxxxx (and any sub-agent thereof) and each Related Party of any of the foregoing Persons (each such Person, an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee by any third party or by any Borrower or any Related Party of any Borrower arising out of, in connection with, or as a result of (i) the preparation, negotiation, execution, delivery or administration of this Agreement, any other Margin Loan Documentation or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, the enforcement or protection of their rights hereunder and thereunder or the consummation of the transactions contemplated by this Agreement (which, for the avoidance of doubt, shall not include any hedging activities by any Indemnitee), any other Margin Loan Documentation or any agreement or instrument contemplated hereby or thereby, (ii) any Advance or the use or proposed use of the proceeds therefrom, or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Borrower or any other Related Party of any Borrower, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or any of its Related Parties or (y) arise out of any dispute among Indemnitees (other than a dispute involving claims against Administrative Agent or any Calculation Agent, in each case, in their respective capacities as such) that did not involve actions or omissions of any Borrower or any Affiliate of any Borrower. This Section 9.04 shall not apply to Taxes, other than any Taxes that represent losses, claims, damages or liabilities in respect of a non-Tax claim. With respect to expenses of counsel that are indemnifiable hereunder, the Borrowers shall provide an indemnity only if all Indemnitees...
Indemnification by Xxxxxxxxx. Each Borrower shall indemnify each Recipient, on or before the Required Payment Time (but not sooner than 10 Business Days) after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 4.1) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, in each case with respect to such Borrower, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the calculation of the amount of such payment or liability delivered to such Borrower by a Lender (with a copy to Administrative Agent), or by Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest or demonstrable error.
Indemnification by Xxxxxxxxx. Each of the Borrowers shall indemnify each Recipient, within 10 days after written demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Company by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.
Indemnification by Xxxxxxxxx. The Custodian shall indemnify and hold harmless the Fund from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys’ fees) that the Fund may sustain or incur or that may be asserted against the Fund by any person arising directly or indirectly out of any action taken or omitted to be taken by an Indemnified Party as a result of the Indemnified Party’s refusal or failure to comply with the terms of this Agreement (or any sub-custody agreement), or from its bad faith, gross negligence or willful misconduct in the performance of its duties under this Agreement (or any sub-custody agreement). This indemnity shall be a continuing obligation of the Custodian, its successors and assigns, notwithstanding the termination of this Agreement. As used in this paragraph, the term “Fund” shall include the Fund’s trustees, officers and employees.
Indemnification by Xxxxxxxxx. Developer shall (i) pay the reasonable defense costs (including attorneys’ fees and expenses, costs and associated expert and witness fees and expenses) incurred by TxDOT, the State, the Commission and their respective agents, employees, representatives, successors and assigns (the “Indemnified Parties”) in connection with any third party claims (including any charges, demands, investigations, legal or administrative proceedings, actions, suits, claims and judgments) arising out of, relating to or caused in whole or in part by any of the events described in Sections 17.2.1 through 17.2.6, (ii) protect, indemnify and hold harmless the Indemnified Parties from and against all loss, damage, liability, cost, expense, fee, penalty, fine or sanction incurred by the Indemnified Parties as a result of such third party claims arising out of, relating to or caused in whole or in part by any of the events described in Sections 17.2.1 through 17.2.6, and (iii) protect, indemnify and hold harmless the Indemnified Parties from and against all fees, costs and expenses (including attorneys’ fees and expenses, costs and associated expert and witness fees and expenses) incurred in connection with the enforcement of this indemnity:
17.2.1 The alleged negligent acts, negligent omissions, recklessness, willful misconduct or breach of contract by Developer or a Developer-Related Entity;
17.2.2 Breach of this Agreement by Xxxxxxxxx;
17.2.3 Failure to comply with applicable Laws or Governmental Approvals by Developer or any Developer-Related Entity;
17.2.4 Developer's or any Developer-Related Entity’s patent or copyright infringement or other misappropriation of trade secrets;
17.2.5 Release of Hazardous Materials on any real property due to acts, omissions, negligence, willful misconduct, recklessness or breach by Developer or any Developer-Related Entity; and
17.2.6 Any and all claims by any Governmental Entity or taxing authority claiming taxes based on gross receipts of, purchases or sales by, the use of any property by, or income of Developer or any Developer-Related Entity.
Indemnification by Xxxxxxxxx. Xxxxxxxxx shall indemnify, defend and hold harmless AstraZeneca, its Affiliates, and each of its and their respective employees, officers, directors, agents and Sublicensees (each, a “AstraZeneca Indemnified Party”) [**] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. from and against any and all losses, damages, liabilities, settlements, penalties, fines and expenses (including reasonable attorneys’ fees and expenses) (collectively, “Liability”) that the AstraZeneca Indemnified Party may be required to pay to one or more Third Parties to the extent resulting from or arising out of:
(a) any Xxxxxxxxx representation or warranty set forth herein being untrue in any material respect when made or any material breach by Xxxxxxxxx of any of its covenants or obligations hereunder; or
(b) the gross negligence or willful misconduct by or of Xxxxxxxxx, its Affiliates and their respective officers, directors, agents and Sublicensees in performing any of their obligations under this Agreement; or
(c) Xxxxxxxxx’x or its Affiliates’ Development of a Collaboration Compound; or except in each case, to the extent caused by the gross negligence or willful misconduct of AstraZeneca or any AstraZeneca Indemnified Party, or by breach of this Agreement by AstraZeneca.
Indemnification by Xxxxxxxxx. Except as otherwise specifically set forth in this Agreement or in any Ancillary Agreement, to the fullest extent permitted by Law, Kellanova shall, and shall cause the other members of the Kellanova Group to, indemnify, defend and hold harmless WKKC, each member of the WKKC Group and each of their respective past, present and future directors, officers, employees or agents, in each case in their respective capacities as such, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “WKKC Indemnitees”), from and against any and all Liabilities of the WKKC Indemnitees to the extent relating to, arising out of or resulting from, directly or indirectly, any of the following items (without duplication):
(a) any Kellanova Liability;
(b) any failure of Kellanova, any other member of the Kellanova Group or any other Person to pay, perform or otherwise promptly discharge any Kellanova Liabilities in accordance with their terms, whether prior to, on or after the Effective Time;
(c) any breach by Xxxxxxxxx or any other member of the Kellanova Group of this Agreement or any of the Ancillary Agreements;
(d) except to the extent it relates to a WKKC Liability, any guarantee, indemnification or contribution obligation, surety bond or other credit support agreement, arrangement, commitment or understanding for the benefit of any member of the Kellanova Group by any member of the WKKC Group that survives following the Distribution; and
(e) any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, with respect to statements made explicitly in Xxxxxxxxx’s name in the Form 10, the Information Statement (as amended or supplemented if WKKC shall have furnished any amendments or supplements thereto) or any other Disclosure Document; it being agreed that the statements set forth on Schedule 4.3(e) shall be the only statements made explicitly in Kellanova’s name in the Form 10, the Information Statement or any other Disclosure Document, and all other information contained in the Form 10, the Information Statement or any other Disclosure Document shall be deemed to be information supplied by WKKC.