Indemnification Indemnification Sample Clauses

Indemnification Indemnification. In addition to the other rights of the Servicer and the Participants hereunder, Sponsor hereby agrees to protect, indemnify and save harmless the Servicer, each Participant, and the officers, directors, shareholders, employees, agents and representatives thereof (each an “Indemnified Party”) from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs (including, without limitation, reasonable attorney fees and costs actually incurred), expenses or disbursements of any kind or nature whatsoever, whether direct, indirect, consequential or incidental, with respect to or in connection with or arising out of (i) the execution and delivery of this Agreement, any other Operative Document or any agreement or instrument contemplated hereby or thereby, including without limitation, the Loan Documents, the performance by the parties hereto or thereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby, (ii) the making or administration of the Loan Commitments, the Loans or any of them, including any violation of federal or state usury or other laws; provided that with respect to clauses (i) and (ii), Sponsor shall have no obligation to indemnify the Servicer and all Participants with respect to legal fees and expenses for more than one (1) counsel’s reasonable fees and expenses, (iii) the enforcement, performance and administration of this Agreement or the Loan Documents or any powers granted to the Servicer hereunder or under any Loan Documents, (iv) any misrepresentation of the Sponsor hereunder, (v) any matter arising pursuant to any Environmental Laws as a result of the Collateral or (vi) 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 or not the Indemnified Party is a named party thereto, except to the extent that such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements 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 Indemnified Party or arise solely from the nonpayment of any Loan Indebtedness notwithstanding the performance by Sponsor of all of its obligations under the Operative Documents relating to such Loan Indebtedness. Without limiting the general...
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Indemnification Indemnification. To the extent permitted by law, XXXXXX agrees to indemnify, save and hold harmless, LANDLORD from any and all direct cost, claims, damages, expenses, loss, or causes of action which arise out of this Lease as a result of the negligent or unintentional acts of the Parties. Nothing in this Lease shall be construed to be an admission or fault or liability, and nothing herein shall limit the defenses and immunities legally available to each party. Neither party shall be considered to be the agent or representative of the other party.
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Indemnification Indemnification. By Seller . Seller shall indemnify , defend and hold harmless Purchaser and its directors, officers , employees and shareholders, from , against and in respect of any and all claims, suits , actions , proceedings , damages , costs , liabilities , losses, judgments , penalties , fines , expenses or other costs , 6 j/t, - based upon such representations warranties , covenants or obligations . Non - Exclusive Remedy . The indemnification provisions in this Art i cle 8 are in addition to any and all other remedies of the parties hereto available under applicable law with respect to the breach of any represen tation , warranty , covenant or agreement of the other party hereto . ARTICLE 9 - GENERAL PROVISIONS Material Adverse Effect . For purposes of this Agreement , a " Material Adverse Effect " shall mean : ( 1 ) with respect to the Purchased Assets , a material adverse effect on the Purchased Assets , the operations or financial condition of the assets or on Seller ' s ability to consummate the transactions contemplated by this Agreement ; and ( 2 ) with respect to the Purchaser the financial condition of the Purchaser , Purchaser ' s ability to consummate the transactions contemplated by this Agreement ; and the existence of any accrued or contingent liabilities not disclosed to the Seller in this Agreement . Seller ' s Knowledge . Where a representation or warranty is stated to be based on or to the knowledge of the Seller , such phrase or words of similar import shall refer solely to the actual knowledge, after due inquiry , of Xxxxx Xxxxxx and Xxxxxxx Xxxxx , Sellers Managing Director , as of the date of this Agreement . Headings . The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement Severability . If any provision of this Agreement , or the apptication thereof to any person , place or circumstance , shall be held by a court of competent jurisdiction to be illeg al , inva lid , unenforceable or void , then such provision shall be enforced to the extent that it is not illegal , invalid , unenforceable or void , and the remainder of this Agreement , as well as such provision as applied to other persons , places or circumstances shall remain in full force and effect . Waiver . With regard to any power , remedy or right provided in this Agreement or otherwise available to any party , (a) no waiver or extension of time shall be effective unless expressly contain...
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Indemnification Indemnification. Indemnification Indemnification. ------- ---------------
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Indemnification Indemnification. The Principals shall indemnify the Surviving Corporation, Parent, the Buyer, their successors and assigns, and the officers, directors, affiliates, employees, controlling persons and agents of the foregoing (collectively, the "Buyer Indemnified Persons"), and hold each of them harmless against and in respect of any and all debts, obligations and other liabilities (whether absolute, accrued, contingent, fixed or otherwise, or whether known or unknown, or due or to become due or otherwise), monetary damages, fines, fees, penalties, interest obligations, deficiencies, losses and
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Indemnification Indemnification. If a third party claims that the Product infringes any U.S. patent, copyright, or trade secret, Gurobi will (as long as You are not in default under this Agreement or any other agreement with Gurobi) defend and indemnify You against such claim at Gurobi’s expense and pay all damages that a court finally awards, including reasonable attorneys’ fees, provided that You promptly notify Gurobi in writing of the claim, allow Gurobi to control the defense of such claim, and cooperate with Gurobi in the defense or any related settlement negotiations. Gurobi shall have sole discretion with regard to matters of settlement of any infringement claim so long as the settlement does not adversely affect You, or require You to affirmatively take or to refrain from taking some action.
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Indemnification Indemnification. Independent Service Professional shall defend, indemnify and hold harmless Filthy Pro 1 LLC and its affiliates and their officers, directors, employees, agents, successors, and assigns from and against all losses, damages, liabilities, deficiencies, actions, judgements, interest, awards, penalties, fines, costs, or expenses of whatever kind (including reasonable legal fees) arising out of or resulting from: (a) bodily injury, death of any person, theft or damage to real or tangible, personal property resulting from Independent Service Professionals acts or omissions; and (b) Service Professionals breach of any representation, warranty, or obligation under this Agreement. The services that Independent Service Professional provides pursuant this Agreement are fully and entirely inactions of a Service Requester or other third party in relation to the services provided by the Independent Service Professional. Independent Service Professional understands, therefore, that by using the Filthy Pro Service Fusion Platform, Independent Service Professional will be introduced to a third party in relation to whom Filthy Pro 1 LLC has not conducted any background or reference checking that may be potentially dangerous, and that Service Professional uses the Filthy Pro; Service Fusion Platform at his/her own risk. Please initial and date here that you have read and understood the above information and agree to the policy as listed above in section 3. INITIAL______________ DATE_________________
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Indemnification Indemnification 
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Related to Indemnification Indemnification

  • MLV Indemnification MLV agrees to indemnify and hold harmless the Company and its directors and each officer of the Company who signed the Registration Statement, and each person, if any, who (i) controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act or (ii) is controlled by or is under common control with the Company against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 11(a), as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendments thereto) or in any related Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with information relating to MLV and furnished to the Company in writing by MLV expressly for use therein.

  • Exculpation; Indemnification Notwithstanding any other provisions of this Agreement, whether express or implied, or any obligation or duty at law or in equity, neither the Sole Member, nor any officers, directors, stockholders, partners, employees, affiliates, representatives or agents of the Sole Member, or any manager, officer, employee, representative or agent of the Company (individually, a “Covered Person” and, collectively, the “Covered Persons”) shall be liable to the Company or any other person for any act or omission (in relation to the Company, its property or the conduct of its business or affairs, this Agreement, any related document or any transaction or investment contemplated hereby or thereby) taken or omitted by a Covered Person in the reasonable belief that such act or omission is in or is not contrary to the best interests of the Company and is within the scope of authority granted to such Covered Person by the Company, provided such act or omission does not constitute fraud, willful misconduct, bad faith or gross negligence. To the fullest extent permitted by law, the Company shall indemnify and hold harmless each Covered Person from and against any and all civil, criminal, administrative or investigative losses, claims, demands, liabilities, expenses, judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings (“Claims”), in which the Covered Person may be involved, or threatened to be involved, as a party or otherwise, by reason of its management of the affairs of the Company or which relates to or arises out of the Company or its property, business or affairs. A Covered Person shall not be entitled to indemnification under this Section 11 with respect to (i) any Claim with respect to which such Covered Person has engaged in fraud, willful misconduct, bad faith or gross negligence or (ii) any Claim initiated by such Covered Person unless such Claim (or part thereof) (A) was brought to enforce such Covered Person’s rights to indemnification hereunder or (B) was authorized or consented to by the Board or the Sole Member. Expenses incurred by a Covered Person in defending any Claim shall be paid by the Company in advance of the final disposition of such Claim upon receipt by the Company of an undertaking by or on behalf of such Covered Person to repay such amount if it shall be ultimately determined that such Covered Person is not entitled to be indemnified by the Company as authorized by this Section 11.

  • Cowen Indemnification Cowen agrees to indemnify and hold harmless the Company and its directors and each officer of the Company that signed the Registration Statement, and each person, if any, who (i) controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act or (ii) is controlled by or is under common control with the Company against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a), as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendments thereto) or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Agent’s Information.

  • Xxxxx Indemnification Xxxxx agrees to indemnify and hold harmless the Company and its directors and each officer of the Company that signed the Registration Statement, and each person, if any, who (i) controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act or (ii) is controlled by or is under common control with the Company against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a), as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendments thereto) or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Agent’s Information.

  • Company Indemnification The Company agrees to indemnify and hold harmless the Agent, its partners, members, directors, officers, employees and agents and each person, if any, who controls the Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act as follows:

  • ARTICLE IX INDEMNIFICATION 11 Section 9.01

  • Cross Indemnification Each Lender (an "Indemnifying Party") hereby agrees to indemnify, hold harmless and defend each other and such other Lender's respective officers, directors, employees, attorneys, agents (not including any Participating Institution or the servicer of any XXXX Loan) and each person who controls such other Lender within the meaning of either Section 15 of the Securities Act of 1933, as amended, or Section 20 of the Securities Exchange Act of 1934, as amended (collectively and severally, the "Indemnified Parties"), from and against any and all claims, obligations, penalties, actions, suits, judgments, costs, disbursements, losses, liabilities and/or damages (including, without limitation, reasonable external attorneys' fees and the allocated costs of internal salaried attorneys) of any kind whatsoever which may at any time be imposed on, assessed against or incurred by any such Indemnified Party in any way relating to or arising out of the material inaccuracy or incompleteness of any representation or warranty made by the Indemnifying Lender hereunder or the material inaccuracy or incompleteness of any representation or warranty made by the Indemnifying Lender to any Participating Institution in connection with the XXXX Program or the Subject Securitization Transaction. The indemnity provided by each Indemnifying Lender hereunder is in addition to any liability which such Lender may otherwise have to the Indemnified Parties, at law, in equity or otherwise, in connection with the Subject Securitization Transaction.

  • Indemnification Etc 55 9.1 Survival of Representations, Etc.............................................................. 55 9.2

  • Survival Indemnification All representations, warranties and covenants contained in this Agreement and the indemnification contained herein shall survive (a) the acceptance of this Agreement by the Company, (b) changes in the transactions, documents and instruments described herein which are not material or which are to the benefit of Subscriber, and (c) the death or disability of Subscriber. Subscriber acknowledges the meaning and legal consequences of the representations, warranties and covenants in Article II hereof and that the Company has relied upon such representations, warranties and covenants in determining Subscriber's qualification and suitability to purchase the Securities. Subscriber hereby agrees to indemnify, defend and hold harmless the Company, its officers, directors, employees, agents and controlling persons, from and against any and all losses, claims, damages, liabilities, expenses (including attorneys' fees and disbursements), judgments or amounts paid in settlement of actions arising out of or resulting from the untruth of any representation of Subscriber herein or the breach of any warranty or covenant herein by Subscriber. Notwithstanding the foregoing, however, no representation, warranty, covenant or acknowledgment made herein by Subscriber shall in any manner be deemed to constitute a waiver of any rights granted to it under the Securities Act or state securities laws.

  • Survival and Indemnification 7.1 Survival of Representations, Warranties, Covenants and Agreements

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