Indemnification Limitation of Liability. This Section 10 shall survive the termination of this Agreement.
a. The Participant hereby agrees to indemnify and hold harmless the Distributor, Trust, Funds, Transfer Agent and their respective subsidiaries, Affiliated Persons, directors, officers, employees and agents, and each person, if any, who controls such persons within the meaning of Section 15 of the 1933 Act (each a “Participant-Indemnified Party”) from and against any loss, liability, cost and expense (including reasonable attorneys’ fees, collectively “Losses”) incurred by such Participant-Indemnified Party as a result of (i) any breach by the Participant of any provision of this Agreement; (ii) any failure on the part of the Participant to perform any of its obligations set forth in this Agreement; (iii) any failure by the Participant to comply with applicable Law; (iv) representations by any Distributor-Indemnified Party or any Participant Client about the Shares or any Participant-Indemnified Party (including the Trust and/or Fund(s)) that is not included in the Trust’s then-current Prospectus; (v) any untrue statement or alleged untrue statement of a material fact contained in any Section 8.b Materials or any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading to the extent that such statement or omission relates to the Shares or any Participant-Indemnified Party unless, in either case, such representation, statement or omission was included by the Participant at the written direction of the Trust or the Distributor or taken verbatim (in context and without omission) from the Prospectus or marketing material approved by the Distributor and the Trust; and (vi) actions of such Participant-Indemnified Party in reliance upon any instructions issued to the Trust, the Distributor or the Transfer Agent reasonably believed by any of them to be genuine and to have been given by the Participant or an Authorized Person. The foregoing shall not apply to any Losses incurred by any Participant-Indemnified Party arising out of any Participant-Indemnified Party’s own fraud, bad faith, willful misconduct, gross negligence or reckless disregard of its duties hereunder.
b. The Distributor hereby agrees to indemnify and hold harmless the Participant, its respective subsidiaries, Affiliated Persons, directors, officers, employees and agents, and each person, if any,...
Indemnification Limitation of Liability. A. USBFS shall exercise reasonable care in the performance of its duties under this Agreement. USBFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond USBFS's control, except a loss arising out of or relating to USBFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if USBFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust shall indemnify and hold harmless USBFS from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' fees) which USBFS may sustain or incur or which may be asserted against USBFS by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to USBFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to USBFS by any duly authorized officer of the Trust, such duly authorized officer to be included in a list of authorized officers furnished to USBFS and as amended from time to time in writing by resolution of the Board of Trustees. USBFS shall indemnify and hold the Trust harmless 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 out of any action taken or omitted to be taken by USBFS as a result of USBFS's refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, USBFS shall take all reasonable steps to minimize service interruptions for any period that such interruption contin...
Indemnification Limitation of Liability. 9.1. Vendor shall indemnify and hold harmless the State, its agents and employees, from any and all liability, suits, actions or claims, together with all reasonable costs and expenses (including attorneys’ fees) directly arising out of:
a. the negligence or other wrongful conduct of the Vendor, its agents or employees, or
b. Vendor’s breach of any material provision of this Agreement not cured after due notice and opportunity to cure, provided Vendor shall have been notified promptly in writing by Delaware of any notice of such claim.
9.2. If Delaware promptly notifies Vendor in writing of a third party claim against Delaware that any Deliverable infringes a copyright or a trade secret of any third party, Vendor will defend such claim at its expense and will pay any costs or damages that may be finally awarded against Delaware. Vendor will not indemnify Delaware, however, if the claim of infringement is caused by:
a. Delaware’s misuse or modification of the Deliverable;
b. Delaware’s failure to use corrections or enhancements made available by Vendor;
c. Delaware’s use of the Deliverable in combination with any product or information not owned or developed by Vendor;
d. Delaware’s distribution, marketing or use for the benefit of third parties of the Deliverable or e. Information, direction, specification or materials provided by Client or any third party. If any Deliverable is, or in Vendor's opinion is likely to be, held to be infringing, Vendor shall at its expense and option either
i. Procure the right for Delaware to continue using it,
ii. Replace it with a non-infringing equivalent,
iii. Modify it to make it non-infringing. The foregoing remedies constitute Delaware’s sole and exclusive remedies and Vendor's entire liability with respect to infringement.
Indemnification Limitation of Liability. (a) Customer shall indemnify, defend and hold harmless DBSI and its officers, employees and agents for any fine, penalty, tax, loss, liability or cost, including reasonable attorneys’ fees, incurred by DBSI that directly or indirectly arises out of or is related to (i) Customer’s refusal or failure to comply with Relevant Law or any other law or regulation governing or affecting Customer’s activities under this Agreement or any provision of this Agreement or (ii) Customer’s breach of any representation, warranty, covenant or obligation contained in this Agreement. In addition, the Trust, on behalf of the Customer, agrees to pay any attorneys’ fees and expenses incurred by DBSI in collecting any amount due by Customer under this Agreement or in defending against any claim brought by Customer in any suit, arbitration or reparations proceeding in which DBSI is the prevailing party.
(b) The Trust, on behalf of the Customer, acknowledges that DBSI does not guarantee the performance by any Exchange or other third party, including any third party clearing or intermediate broker, with respect to any Contract and, accordingly, the Trust, on behalf of the Customer, agrees that DBSI has no responsibility or liability to Customer for any loss or cost sustained or incurred by Customer due to Customer’s, an Exchange’s or any other third party’s actions or omissions in connection with any Contract unless caused solely by DBSI’s gross negligence or willful breach of this Agreement.
(c) DBSI shall not be liable for the non-performance of any obligation, or any fine, sanction, penalty, expense, tax, loss, liability or cost, caused by any events outside the control of DBSI, including but not limited to any (i) action or order of any government, judicial institution, Exchange or other self regulatory organization, (ii) temporary or permanent suspension or termination of trading for whatever reason, (iii) failure or malfunction of transmission or communication facilities, (iv) delay or failure by any Exchange to enforce its rules or pay or return any amount owed with respect to any Contracts executed and/or cleared for Customer’s Accounts or (v) actions or omissions of third party brokers.
(d) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, IN NO EVENT SHALL DBSI OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS BE LIABLE UNDER ANY THEORY OF TORT, CONTRACT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR LOST PROFITS, LOST REVENUES, LOST BUSINESS OPPOR...
Indemnification Limitation of Liability. 7.1. GENERAL -CERES EXCEPT TO THE EXTENT CAUSED BY MONSANTO’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR ARISING FROM A BREACH BY MONSANTO OF ITS WARRANTIES UNDER ARTICLE 6 ABOVE, CERES SHALL DEFEND AND INDEMNIFY AGAINST, AND HOLD MONSANTO, ITS AFFILIATES AND THEIR RESPECTIVE EMPLOYEES, DIRECTORS, OFFICERS AGENTS AND LICENSORS HARMLESS FROM, ANY LOSS, COST, LIABILITY OR EXPENSE (INCLUDING REASONABLE ATTORNEYS’ FEES) INCURRED FROM ANY CLAIM ARISING OR ALLEGED TO ARISE OUT OF THE MANUFACTURE, USE, DISTRIBUTION OR SALE BY CERES OR CERES AFFILIATES OR ANY CERES LICENSEE OR SUBLICENSEE OF ANY CERES LICENSED PRODUCT OR ANY PRODUCT DERIVED FROM A CERES LICENSED PRODUCT; PROVIDED, HOWEVER, THAT (I) CERES SHALL HAVE SOLE CONTROL OF SUCH DEFENSE, (II) MONSANTO SHALL PROVIDE NOTICE PROMPTLY TO CERES OF ANY ACTUAL OR THREATENED CLAIM OF WHICH MONSANTO BECOMES AWARE AND (III) MONSANTO SHALL REASONABLY COOPERATE AND PROVIDE REASONABLE ASSISTANCE IN CONNECTION WITH THE DEFENSE OR SETTLEMENT OF ANY SUCH CLAIM.
7.2. GENERAL -MONSANTO EXCEPT TO THE EXTENT CAUSED BY CERES’ GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR ARISING FROM A BREACH BY CERES OF ITS REPRESENTATIONS AND WARRANTIES UNDER ARTICLE 6 ABOVE, MONSANTO SHALL DEFEND AND INDEMNIFY AGAINST, AND HOLD CERES ITS AFFILIATES AND THEIR RESPECTIVE EMPLOYEES, DIRECTORS, OFFICERS AGENTS AND LICENSORS HARMLESS FROM, ANY LOSS, COST, DAMAGE OR EXPENSE (INCLUDING REASONABLE ATTORNEYS’ FEES),
(A) ARISING FROM ANY BREACH OF ANY REPRESENTATION OR WARRANTY MADE BY MONSANTO IN ARTICLE 6.1, OR
(B) INCURRED FROM ANY CLAIM ARISING OR ALLEGED TO ARISE OUT OF THE MANUFACTURE, USE, DISTRIBUTION OR SALE BY MONSANTO OR MONSANTO AFFILIATES OR ANY MONSANTO LICENSEE OR SUBLICENSEE OF ANY MONSANTO LICENSED PRODUCT OR ANY PRODUCT DERIVED FROM A MONSANTO LICENSED PRODUCT; PROVIDED, HOWEVER, THAT (I) MONSANTO SHALL HAVE SOLE CONTROL OF THE DEFENSE OF ANY CLAIM UNDER SUBCLAUSE (A) OR (B) ABOVE IN THIS ARTICLE 7.2, (II) CERES SHALL PROVIDE NOTICE PROMPTLY TO MONSANTO OF ANY ACTUAL OR THREATENED CLAIM OF WHICH CERES BECOMES AWARE AND (III) CERES SHALL REASONABLY COOPERATE AND PROVIDE REASONABLE ASSISTANCE IN CONNECTION WITH THE DEFENSE OR SETTLEMENT OF ANY SUCH CLAIM.
Indemnification Limitation of Liability. (a) Xxxxxx shall indemnify, defend, and hold harmless each Newco Entity, each of its respective Affiliates and controlling Persons and each of their respective officers, directors, employees, shareholders, limited or general partners, members, successors, assigns, agents, advisers and representatives (“Newco Indemnitees”) from and against any and all (i) Losses resulting from or arising out of any claim (including any claim made by, on behalf of (or in any representative capacity for) or otherwise with respect to employees and representatives of Xxxxxx) against any Newco Indemnitee related to or otherwise arising out of Xxxxxx’x breach of any provision of this Agreement or the provision and/or performance (or nonperformance) of the Transition Services and Services Data by Xxxxxx, any Xxxxxx Employee or any Third Party Service Provider, (ii) Losses resulting from or arising out of the negligence or willful misconduct of Xxxxxx, any of its Affiliates or any Third Party Service Provider, or any of their respective agents, employees, officers and directors in regard to the performance of the Transition Services, (iii) Losses resulting from or arising out of any claim by a third party contending that the Transition Services and/or Services Data, or the provision thereof, or any Newco Indemnitee’s access, use, practice, distribution, sale or other exploitation thereof, as authorized hereunder or under any license of Intellectual Property by Xxxxxx related to the Transition Services, infringe or misappropriate any Intellectual Property of such third party or violate such third party’s rights under contract, law or in equity, (iv) Losses resulting from or arising out of the failure of the Transition Services to comply with any Applicable Law, (v) Losses resulting from or arising out of Xxxxxx’x or any Third Party Service Provider’s failure to have, obtain and/or maintain all the rights, titles, licenses, permissions, consents, approvals and authority required under federal and state securities law, rules and regulations, and the rules and regulations of any applicable self-regulatory organization, in order for Xxxxxx to provide, or cause to be provided, the Transition Services to or for the benefit of any Newco Indemnitee, and (vi) Losses resulting from or arising out of the failure of the Transition Services to constitute all of the services, functions, products, equipment and Intellectual Property necessary or useful for the operation of the Business as of the C...
Indemnification Limitation of Liability. 99 13.10 Severability.........................................................99 13.11
Indemnification Limitation of Liability. (i) The Company shall indemnify and hold harmless Xxxxxxxxx, its affiliates and their respective stockholders, officers, directors, employees and agents from and against any and all losses, claims, damages, costs, charges, counsel fees and expenses, payments, expenses and liability (collectively, “Losses”) arising out of or relating to the performance of the Services, including the reasonable costs and expenses of defending against any Loss or enforcing this Agreement, except to the extent such Losses shall have been determined by a court of competent jurisdiction to be a result of Xxxxxxxxx’x xxxxx negligence or willful misconduct.
(ii) Notwithstanding anything herein to the contrary, but without limiting the Company’s indemnification obligations set forth in clause (i) above, neither party shall be liable for any incidental, indirect, special or consequential damages of any nature whatsoever, including, but not limited to, loss of anticipated profits, occasioned by a breach of any provision of this Agreement, even if apprised of the possibility of such damages.
(iii) Any liability whatsoever of Xxxxxxxxx, its affiliates or any of their respective stockholders, officers, directors, employees or agents hereunder or otherwise relating to or arising out of performance of the Services will be limited in the aggregate to the fees and charges paid hereunder by the Company to Xxxxxxxxx (but not including Expenses).
(iv) This paragraph (f) shall survive the termination of this Agreement.
Indemnification Limitation of Liability. (a) In addition to any and all rights of indemnification or any other rights of FGIC pursuant hereto or under law or equity or under any financing document, the Company and any successors thereto agree to pay, and to protect, indemnify and save harmless, FGIC and its officers, directors, shareholders, employees, and agents, from and against any and all claims, losses, liabilities (including penalties), actions, suits, judgments, demands, damages, costs or reasonable expenses, including, without limitation, reasonable fees and expenses of attorneys, consultants and auditors and reasonable costs of investigations or obligations whatsoever paid by FGIC (herein collectively referred to as “Liabilities”) of any nature arising out of or relating to the transactions contemplated by the financing documents by reason of:
(i) any untrue statement or alleged untrue statement of a material fact contained in the offering document or in any amendment or supplement thereto or arising out of or 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 not misleading, except insofar as such Liabilities arise out of or are based upon any such untrue statement or omission or allegation thereof based upon information which describes FGIC in the offering document set forth under the caption “Bond Insurance”, or in the financial statements of FGIC, including any information in any amendment or supplement to the offering document furnished by FGIC in writing expressly for use therein that amends or supplements such information;
(ii) to the extent not covered by clause (i) above, any act or omission of the Company in connection with the offering, issuance, sale or delivery of the Bonds other than by reason of false or misleading information provided by FGIC in writing for inclusion in the offering document as specified in clause (i) above or the allegation thereof;
(iii) the misfeasance or malfeasance of, or negligence or theft committed by, any director, officer, employee or agent of any of the Company; and (iv) any claim by any party other than the parties to be indemnified under this Section 7.02 arising out of any Event of Default under the Company Documents.
(b) This indemnity provision shall survive the termination of this Agreement and shall survive until the statute of limitations has run on any causes of action which arise from one of these reasons and until all suits filed as a ...
Indemnification Limitation of Liability a) AANI agrees to indemnify, defend, and hold harmless Participant from and against any and all third-party claims, costs and expenses (including attorneys’ fees and expenses), demands, actions and liabilities of every kind and character whatsoever arising or resulting in any way from AANI’s breach of its obligations under this Participant Agreement, absent the negligence or misconduct of Participant. All of the foregoing rights of indemnification shall apply to any expenses incurred by Participant in defending itself against claims of negligence or misconduct unless a court of competent jurisdiction concludes in a final judgment that Participant has committed negligence or misconduct.
b) Participant agrees to indemnify, defend, and hold harmless AANI, AAN, and AANI’s Vendor, from and against any and all third-party claims (including claims made by Participant’s Vendor or Participant’s physicians), costs and expenses (including attorneys’ fees and expenses), demands, actions and liabilities of every kind and character whatsoever arising or resulting in any way from Participant’s breach of its obligations, representations or warranties, under this Participation Agreement, absent the negligence or misconduct of AANI. All of the foregoing rights of indemnification shall apply to any expenses incurred by AANI, AAN or AANI’s Vendor in defending themselves, respectively, against claims of negligence or misconduct unless a court of competent jurisdiction concludes in a final judgment that AANI, AAN, or AANI’s Vendor has committed negligence or misconduct.
c) Under no circumstances will either Party be liable to the other for any indirect or consequential damages of any kind, including lost profits (whether or not the Parties have been advised of such loss or damage) arising in any way in connection with this Participation Agreement.
