INDEMNIFICATION OF PRUDENTIAL Sample Clauses

INDEMNIFICATION OF PRUDENTIAL. The Employer shall hold harmless and indemnify Prudential and its employees, agents, and subcontractors ("Indemnitees") from and against any loss, damage, liability, claims, costs and expenses, including reasonable attorneys' fees ("Liabilities"), to which the Indemnitees may become subject, which result from: i. Any misrepresentation or nonfulfillment of any terms of this Agreement by the Plan, the Employer, the Plan Administrator or other Plan fiduciary (including, but not limited to, Liabilities resulting from the provision of inaccurate, untimely, or incomplete information to Prudential or the failure to provide Prudential with clear instructions as to matters relating to contributions, investment selections, or distributions). ii. Any failure by the Plan, the Employer, the Plan Administrator or other Plan fiduciary to comply with the terms of the Plan, iii. A violation by the Plan, the Employer, the Plan Administrator or other Plan fiduciary of the requirements of applicable Federal and/or state laws, iv. The making by Prudential of any benefit payment based upon instructions that Prudential reasonably believes to be authorized, and v. Any action, conduct or activity, including the failure to take action or to perform any activity taken by Prudential at the direction of the Employer, Plan Administrator or Trustee, provided that Prudential reasonably believes the direction to be valid and is not negligent in the execution of such directions.

INDEMNIFICATION OF PRUDENTIAL. Extra Space hereby agrees, jointly and severally, to indemnify, defend and hold Prudential free and harmless from and against all loss, liability, damage, cause of action, claim, penalty, fine, cost and expense, including, without limitation, reasonable attorneys’ fees and other litigation expenses, (collectively, “Losses”) suffered or incurred by Prudential, as a result of or in connection with any of the following: (a) Any material breach of any representation, warranty or covenant made or to be made by Extra Space in this Agreement or in any document or instrument delivered to Prudential pursuant to the terms hereof, subject to the terms of Section 12.4; (b) The forfeiture of the Property or any portion thereof as a result of any violation by Extra Space of any statute which provides for civil or criminal forfeiture; (c) Except to the extent set forth in the Approved Development Budget, any federal, state or local tax, fee or charge resulting from the transactions contemplated herein that constitutes a transfer tax; recording or filing fee or charge; rollback taxes; or any other tax, fee or charge imposed exclusively on the transfer, sale, exchange or other disposition (including any tax imposed exclusively on gain realized from the transfer, sale, exchange or other disposition) of real property, an interest in real property, or an interest in an entity owning real property or an interest in real property;