Indemnification; Limitation on Damages. A. Intermediary shall indemnify and hold harmless the Fund and Distributor and each of their directors, trustees, officers, employees, and each person, if any, who controls any of them within the meaning of the Securities Act of 1933, as amended, against any losses, claims, damages, liabilities or expenses (“Losses”) to which an indemnitee may become subject insofar as such Losses or actions in respect thereof arise out of or are based upon: (i) Intermediary’s gross negligence or willful misconduct in performing hereunder; (ii) any material failure by Intermediary to comply with any provision of this Agreement, the Prospectus, other applicable Fund documentation or applicable laws, rules and regulations; (iii) any material breach by Intermediary of a representation or warranty made in this Agreement; or (iv) any untrue statement or representation made by Intermediary with respect to the Fund or Shares other than statements contained in the Prospectus, advertisements, or supplemental material authorized by Distributor.
Indemnification; Limitation on Damages. (a) The Company shall indemnify and hold harmless Apollo, its Affiliates, or any of its or its Affiliates’ limited partners, general partners, directors, members, officers, managers, employees, agents, advisors (each such Person being an “Indemnified Party”) from and against any and all losses, claims, damages and liabilities, including in connection with seeking indemnification and, whether joint or several (the “Liabilities”), related to, arising out of or in connection with the services contemplated by this Agreement or the engagement of Apollo pursuant to, and the performance by Apollo of the services contemplated by, this Agreement, whether or not pending or threatened, whether or not an Indemnified Party is a party, whether or not resulting in any liability and whether or not such action, claim, suit, investigation or proceeding is initiated or brought by any member of the Company Group. The Company shall reimburse any Indemnified Party for all costs, fees and expenses (including attorneys’ fees and expenses) as they are incurred in connection with investigating, preparing, pursuing, defending or assisting in the defense of any action, claim, suit, investigation or proceeding for which the Indemnified Party would be entitled to indemnification under the terms of the previous sentence, or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto. The Company shall not be liable under the foregoing indemnification provisions with respect to any Liability of an Indemnified Party to the extent that such is determined by a court of competent jurisdiction, in a final judgment from which no further appeal may be taken, to have resulted primarily from the willful misconduct of such Indemnified Party. The attorneys’ fees and other expenses of an Indemnified Party shall be paid by the Company as they are incurred upon receipt, in each case, of an undertaking by or on behalf of the Indemnified Party to repay such amounts if it is finally judicially determined that the Liabilities in question resulted primarily from the willful misconduct of such Indemnified Party.
Indemnification; Limitation on Damages. Sponsor shall indemnify, defend, and hold harmless DSDP and its directors, officers, employees and agents from and against any loss, liability, claims, damages, penalties, expenses, assessments, fees, fines, or other costs (including without limitation attorneys’ fees, expert witness fees, and costs of defense) they may suffer or incur as a result of or arising out of Sponsor’s acts or omissions, including without limitation: (a) Sponsor’s breach of the Agreement or this Addendum; (b) any representations, warranties, or information provided by Sponsor being false or misleading; (c) Sponsor’s misuse or unauthorized use of DSDP IP; and (d) the actual or alleged infringement or violation of any third party’s intellectual property rights or other proprietary rights as a result of DSDP’s use of the Sponsor IP as contemplated herein. Notwithstanding the foregoing, the parties agree that neither party shall be liable for, and in no event whatsoever shall damages or other award based on this Agreement or the performance or failure to perform any provision hereof include, any recovery for loss-of-profits, loss-of-business, special, indirect, consequential or punitive damages. The foregoing limitation shall not apply to the extent that any such damages are awarded to a third party in a claim and such claim is indemnifiable by a party hereto.
Indemnification; Limitation on Damages a. Servicer shall indemnify and hold harmless each Company, Distributor and Administrator and each of their directors, trustees, officers, employees, and each person, if any, who controls any of them within the meaning of the 1933 Act, against any losses, claims, damages, liabilities or expenses (“Losses”) to which an indemnitee may become subject insofar as such Losses or actions in respect thereof arise out of or are based upon (i) Servicer’s gross negligence or willful misconduct in performing hereunder; (ii) any material failure by Servicer to comply with any provision of this Agreement, the Prospectus, other applicable Company documentation or applicable laws, rules and regulations; (iii) any material breach by Servicer of a representation or warranty made in this Agreement; or (iv) any untrue statement or representation made by Servicer with respect to a Fund or Shares other than statements contained in the Prospectuses, 482 Ads, or supplemental material authorized by Distributor.
Indemnification; Limitation on Damages a. Bank shall indemnify and hold harmless each Company, Distributor and Administrator and each of their directors, trustees, officers, employees, and each person, if any, who controls any of them within the meaning of the 1933 Act, against any losses, claims, damages, liabilities or expenses (“Losses”) to which an indemnitee may become subject insofar as such Losses or actions in respect thereof arise out of or are based upon (i) Bank’s gross negligence or willful misconduct in performing hereunder; (ii) any material failure by Bank to comply with any provision of this Agreement, the Prospectus, other applicable Company documentation or applicable laws, rules and regulations; (iii) any material breach by Bank of a representation or warranty made in this Agreement; or (iv) any untrue statement or representation made by Bank with respect to a Fund or Shares other than statements contained in the Prospectuses, 482 Ads, or supplemental material authorized by Distributor.
Indemnification; Limitation on Damages. 12.1 In addition to what is specified elsewhere in this Agreement, Smart Move shall indemnify and hold harmless Linpac and its officers, directors and employees, in full against all loss, liability, damages, costs and all expenses, including attorney fees and expert fees, arising directly or indirectly out of Smart Move’s use or sale of the Containers, including claims, actions or lawsuits alleging:
Indemnification; Limitation on Damages. EPMI shall indemnify, defend and hold FRONTERA, and all of FRONTERA’s directors, employees, agents, affiliates and permitted assigns, harmless from and against all claims, losses, liabilities, damages, judgments, awards, fines, penalties, costs and expenses (including reasonable attorneys’ fees and disbursements) directly incurred in connection with or directly arising out of (i) any violation of applicable law, regulation or order by EPMI and (ii) any Transaction involving the sale or exchange of any Available Energy, Capacity and Ancillary Services by EPMI [should be clear that this applies only to short term/back to back agreements] in connection with this Agreement [also need to carve out the risks that FRONTERA has agreed to assume and indemnify EPMI from against elsewhere in this Agreement (for example risk of loss)]. FRONTERA shall indemnify, defend and hold EPMI, and all of EPMI’s directors, employees, agents, affiliates and permitted assigns, harmless from and against all claims, losses, liabilities, damages, judgments, awards, fines, penalties, costs and expenses (including reasonable attorneys’ fees and disbursements) directly incurred in connection with or directly arising out of (i) any violation of applicable law, regulation or ordera legal requirement by FRONTERA, (ii) any Transaction for the sale or exchange of Energy, Available Energy, Capacity and Ancillary Services by FRONTERA in connection with this Agreement or the Facility; and (iii) any third party claims for personal injury or property damages arising from FRONTERA’s ownership or operation of the Facility [except when such damages arise from the negligence of EPMI – how could this ever happen?]. FRONTERA shall indemnify and hold EPMI harmless from and against any liabilities incurred by EPMI as a result of FRONTERA’s failure to perform in accordance with this Agreement. Neither Party shall be required to indemnify the other Party for the gross negligence or willful misconduct of the other Party or such Party’s affiliates, directors, employees, agents or permitted assigns.
Indemnification; Limitation on Damages. The Borrower agrees to indemnify the Lender for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Lender in any way relating to or arising out of this Agreement or any other Loan Document or the transactions contemplated hereby, except to the extent such losses arise from the gross negligence or wilful misconduct of the Lender. Notwithstanding anything contained in the Agreement to the contrary, no claim may be made by the Borrower or Parent against the Lender for any lost profits or any special, indirect or consequential damages in respect of any breach or wrongful conduct (other than willful misconduct constituting actual fraud) in connection with, arising out of or in any way related to the transactions contemplated hereunder or under the other Loan Documents, or any act, omission or event occurring in connection herewith or therewith; and the Borrower and Parent hereby waive, release and agree not to xxx upon any such claim for any such damages.
Indemnification; Limitation on Damages. Section 11.05 of the Stockholders’ Agreement shall apply to this Agreement, mutatis mutandis, as if such Stockholders’ Agreement were in full force and effect.
Indemnification; Limitation on Damages. (a) Each Party shall indemnify and hold harmless the other Party, its subsidiaries and other affiliates, and their respective Representatives from and against all liabilities, losses, claims, costs, expenses (including reasonable attorneys’ fees) and damages arising out of or resulting from any willful misconduct or negligent act or omission of the indemnifying Party or its Representatives, any breach of this Agreement by the indemnifying Party, or any violation by the indemnifying Party and/or its Representatives of any local, state or federal law, rule or regulation applicable to the performance of the indemnifying Party’s obligations under this Agreement.
