Indemnification of Corporation. The Distributor covenants and agrees that it will indemnify and hold harmless the Corporation and each of its directors and officers and each person, if any, who controls the Fund within the meaning of Section 15 of the 1933 Act, against any loss, liability, damages, claim or expense (including the reasonable cost of investigating or defending any alleged loss, liability, damages, claim or expense and reasonable counsel fees incurred in connection therewith) based upon the 1933 Act or any other statute or common law and arising by reason of any person acquiring any Shares, and alleging a wrongful act of the Distributor or any of its employees or alleging that the registration statement, prospectus, shareholder reports, sales material or other information filed or made public by the Corporation (as from time to time amended) included an untrue statement of a material fact or omitted to state a material fact required to be stated or necessary in order to make the statements not misleading, insofar as the statement or omission was made in reliance upon and in conformity with information furnished to the Corporation by or on behalf of the Distributor. In no case (i) is the indemnity of the Distributor in favor of the Corporation or any other person indemnified to be deemed to protect the Corporation or any other person against any liability to which the Corporation or such other person would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement, or (ii) is the Distributor to be liable under its indemnity agreement contained in this Article 11 with respect to any claim made against the Corporation or the Fund or any person indemnified unless the Corporation, Fund or person, as the case may be, shall have notified the Distributor in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Corporation, Fund or upon any person (or after the Corporation, Fund or such person shall have received notice of service on any designated agent). However, failure to notify the Distributor of any claim shall not relieve the Distributor from any liability which it may have to the Corporation, Fund or any person against whom the action is brought otherwise than on account of its indemnity agreement contained...
Indemnification of Corporation. Forum shall indemnify and hold the Corporation and each Fund or Class thereof harmless from and against any and all losses, damages, costs, charges, reasonable counsel fees, payments, expenses and liability arising out of or attributed to any action or failure or omission to act by Forum as a result of Forum's lack of good faith, gross negligence or willful misconduct with respect to the services performed under or in connection with this Agreement.
Indemnification of Corporation. The Purchaser will indemnify and hold the Corporation and its directors, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls the Corporation (within the meaning of § 15 of the Securities Act and § 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Corporation Party”) harmless against, any and all losses, actions, suits, proceedings (including any investigations, litigation or inquiries), demands, and causes of action, and, in connection therewith, and promptly upon demand, pay or reimburse each of them for all reasonable costs, losses, liabilities, damages, or expenses of any kind or nature whatsoever, including, without limitation, the reasonable fees and disbursements of counsel and all other reasonable expenses incurred in connection with investigating, defending or preparing to defend any such matter that may be incurred by them or asserted against or involve any of them as a result of, arising out of, or in any way related to the breach of any of the representations, warranties or covenants of the Purchaser contained herein, provided such claim for indemnification relating to a breach of any representation or warranty is made prior to the expiration of such representation or warranty, provided further, however, that the liability of the Purchaser shall not be greater in amount than the Purchase Price.
Indemnification of Corporation. You agree to indemnify and hold harmless the Corporation, any underwriters for the offering and each of their officers and directors and agents and each other person, if any, who controls the Corporation or such underwriters within the meaning of Section 15 of the U.S. Securities Act against any and all such losses, liabilities, claims, damages and expenses as are indemnified against by the Corporation under Section 5; provided however, that such indemnification shall be limited to statements or omissions, if any, made (or in settlement of any litigation effected with your written consent, alleged to have been made) in any preliminary prospectus, the Registration Statement or prospectus or any amendment or supplement thereof or any application or other document in reliance upon and in conformity with, written information furnished by you or on your behalf expressly for use in any preliminary prospectus, the Registration Statement or prospectus or any amendment or supplement thereof. In case any action shall be brought against the Corporation or any other person so indemnified, in respect of which indemnity may be sought against you, you shall have the rights and duties given to the Corporation, and each other person so indemnified shall have the rights and duties given to you by the provisions of Section 5(c).
Indemnification of Corporation. To the extent permitted by law, the District hereby agrees to indemnify and hold the Corporation and its members and officers harmless against any and all liabilities which might arise out of or are related to the Project, this Installment Purchase Agreement or the Certificates, and the District further agrees to defend the Corporation and its members and officers in any action arising out of or related to the Project, this Installment Purchase Agreement or the Certificates.
Indemnification of Corporation. The Asset Manager shall indemnify and hold harmless the Corporation and the Operating Company from contract or other liability, claims, damages, taxes or losses and related expenses (including reasonable attorneys’ fees), to the extent that such liability, claims, damages, taxes or losses and related expenses (i) are not fully reimbursed by insurance and (ii) are incurred by reason of the Asset Manager’s fraud, willful misconduct, gross negligence or reckless disregard of its duties under this Agreement; provided, however, that the Asset Manager shall not be held responsible for any action of the Board in following or declining to follow any advice or recommendation given by the Asset Manager.
Indemnification of Corporation. Xxxxxx, Peacock and CTC shall save Corporation harmless from and against and shall indemnify Corporation for any liability, loss, costs, expenses, or damages howsoever caused by reason of any injury (whether to body, property, or personal or E-104 business character or reputation) sustained by any person or to property by reason of any act, neglect, default or omission of Xxxxxx, Xxxxxxx or CTC or any of Xxxxxx', Peacock's or CTC's agents, employees, or other representatives, and Xxxxxx, Xxxxxxx and CTC shall pay all amounts to be paid or discharged in case of an action or any such damages or injuries. If Contractor is sued in any court for damages by reason of any of the acts of Xxxxxx, Peacock and/or CTC, Xxxxxx, Xxxxxxx and/or CTC party shall defend the resulting action (or cause same to be defended) at Xxxxxx', Peacock's and/or CTC's expense and shall pay and discharge any judgment that may be rendered in any such action; if Xxxxxx, Xxxxxxx or CTC fail or neglect to so defend in such action, Corporation may defend such action and any expenses, including reasonable attorneys' fees, which Corporation may pay or incur in defending such action and the amount of any judgment which Corporation may be required to pay shall be promptly reimbursed by Xxxxxx, Peacock and/or CTC upon demand by Corporation.
Indemnification of Corporation. If there is a final judicial or administrative determination that the Corporation was not an S corporation for all or any part of a taxable year beginning on or after February 1, 1988, and ended on or before the day before the Offering (the "Non S Period"), each Shareholder agrees to pay to the Corporation the amount by which (i) the net aggregate Tax Liability of the Shareholder attributable to the pass through of tax items from the Corporation had the Corporation been an S corporation throughout the Non S Period exceeds (ii) the net aggregate Tax Liability of the Shareholder as a result of non S corporation distributions made by the Corporation to the Shareholder (including, without limitation, distributions that would have qualified as distributions within the post-termination transition period as defined in IRC ss. 1377(b) had the Corporation been an S corporation during the entire Non S Period); provided, however, that the amount payable by any Shareholder pursuant to this Section 2(b) shall not exceed the net amount of refunds actually received by the Shareholder with respect to the Non S Period that are attributable to Corporation tax items passed through to the Shareholder or to Corporation distributions paid to the Shareholder. Each Shareholder agrees, at the request of the Company, to take reasonable actions to seek refunds of any excess Tax Liability paid by the Shareholder for the
Indemnification of Corporation. Each of Capella, Connwards and Kang agrees to jointly and severally indemnify and hold harmless the Corporation, its officers, directors, employees and agents from any and all damages, claims, liabilities, fees and expenses incurred by the Corporation arising from:(i) the Indemnification of the Transfer Agent by the Corporation under Section 1 herein, and (ii) the replacement or ownership of Certificate No. 502.
Indemnification of Corporation. The Contractor shall faithfully discharge his or her obligations under this Agreement and shall indemnify and save harmless the Corporation and Centum (as well as their respective directors, officers, employees, Contractors, agents and assigns) from and against any losses or damage of any kind suffered or incurred by the Corporation or Centum as a result of or in connection with any action taken by the Contractor.
