Indemnification of Sponsor. The School shall indemnify and hold harmless the Sponsor against all claims, demands, suits, or other forms of liability for personal injury, property damage, or violation of civil rights that may arise out of, or by reason of actions of the School and/or its employees, agents, and representatives.
Indemnification of Sponsor. SUPPLIER agrees to defend, indemnify and hold SPONSOR and its affiliates, and its and their directors, officers, employees or agents harmless against all claims from third parties arising from: (i) any actual or alleged breach of any term of this Agreement; (ii) the actual or alleged negligent or willful actions of SUPPLIER or SUPPLIER’S subcontractors; (iii) contractual arrangements entered into by SUPPLIER with third parties; or (iv) any claim that the Services, Products or Work Product infringe on the intellectual property rights of any third party; except in each case to the extent of the negligence or willful misconduct of SPONSOR.
Indemnification of Sponsor. (a) The Marketing Agent agrees to indemnify, defend and hold harmless each of the Sponsor and its partners, stockholders, members, directors, officers, employees and any person who controls the Sponsor within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, and the successors and assigns of all of the foregoing persons, from and against any loss, damage, expense, liability or claim (including the reasonable cost of investigation) which the Sponsor any such person may incur under the 1933 Act, the 1934 Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in and in conformity with information furnished in writing by or on behalf of the Marketing Agent to the Sponsor expressly for use in the Registration Statement (or in the Registration Statement as amended or supplemented by any post-effective amendment thereof) or in a Prospectus, or arises out of or is based upon any omission or alleged omission to state a material fact in connection with such information required to be stated in such Registration Statement or such Prospectus or necessary to make such information not misleading.
Indemnification of Sponsor. (a) The Trust (or, in furtherance of Sections 3.5 and 3.6 hereof, any Fund separately to the extent the matter in question relates to a single Fund or is otherwise disproportionate), whether or not any of the transactions contemplated hereby shall be consummated, shall assume liability for, and shall, solely from the applicable Trust Estate or Trust Estates as set forth in Sections 3.5 and 3.6 hereof, indemnify, protect, save and keep harmless, the Sponsor (in its capacity as sponsor and individually) and its Affiliates and their respective directors, officers, shareholders, partners, members, managers or employees (the “Sponsor Indemnified Parties”) from and against any and all Expenses which may be imposed on, incurred by or asserted against the Sponsor Indemnified Parties in any way relating to or arising out of or in connection with the formation, operation or termination of the Trust or such Fund, the execution, delivery and performance of this Trust Agreement or any other agreements with respect to the Trust or such Fund to which the Trust is a party or the action or inaction of the Sponsor hereunder or thereunder with respect to the Trust or such Fund, except for Expenses resulting from the gross negligence, bad faith or willful misconduct of any Sponsor Indemnified Party. Any such Expenses relating to the Trust rather than any particular Fund shall be allocated among the Funds as set forth in Section 3.6 hereof. The indemnities contained in this Section 5.9 shall survive the termination of this Trust Agreement, the resignation of the Sponsor, the dissolution or other cessation to exist of the Sponsor Indemnified Party, the withdrawal, adjudication of bankruptcy or insolvency of the Sponsor Indemnified Party, or the filing of a voluntary or involuntary petition in bankruptcy under the Bankruptcy Code by or against the Sponsor Indemnified Party.
Indemnification of Sponsor. 22 The School, to the extent immunity may be waived pursuant to 768.28, F.S., agrees to 23 indemnify, defend with competent counsel, selected by the School, with Sponsor’s 24 reasonable approval, and agrees to hold the Sponsor, its members, officers, employees 25 and agents, harmless from any and all claims, actions, costs, expenses, damages, and 26 liabilities, including reasonable attorney’s fees, arising out of, connected with or resulting 27 from: (i) the negligence, intentional wrongful act, misconduct or culpability of the 28 School’s employees or other agents in connection with and arising out of their services 29 within the scope of this Charter; (ii) the School’s material breach of this Charter or 30 violation of law; (iii) any failure by the School to pay its employees, contractors, 1 suppliers, subcontractors, or any other creditors; (iv) the failure of the School’s officers, 2 directors or employees to comply with any laws, statutes, ordinances or regulations of any 3 governmental authority or subdivision that apply to the operation of the School or the 4 providing of educational services set forth in this Charter. However the School shall not 5 be obligated to indemnify the Sponsor against claims, damages, expenses or liabilities to 6 the extent these may result from the negligence of the Sponsor, its members, officers, 7 employees, subcontractors or others acting on its behalf; and (v) Professional errors or 8 omissions, or claims of errors or omissions, by the School employees, agents, or 9 Governing Board.
Indemnification of Sponsor. The School agrees to indemnify, defend with competent counsel selected by the School and to hold the Sponsor, its members, officers, employees and agents, harmless from any and all claims, actions, costs, expenses, damages, and liabilities, including reasonable attorney’s fees, arising out of, connected with or resulting from: • the negligence, intentional wrongful act, misconduct or culpability of the School’s employees or other agents in connection with and arising out of their services within the scope of this Charter; • the School’s material breach of this Charter or law; • any failure by the School to pay its employees, contractors, suppliers or any subcontractors; • the failure of the School’s officers, directors or employees to comply with any laws, statutes, ordinances or regulations of any governmental authority or subdivision that apply to the operation of the School or the providing of educational services set forth in this Charter. However, the School shall not be obligated to indemnify the Sponsor against claims, damages, expenses or liabilities to the extent these may result from the negligence of the Sponsor, its members, officers, employees, subcontractors or others acting on its behalf.
Indemnification of Sponsor. (a) The Trust (or, in furtherance on Section 3.6 hereof, any Fund separately to the extent the matter in question relates to a single Fund or is otherwise disproportionate) shall indemnify and hold harmless to the fullest extent permitted by law the Sponsor and its Affiliates, successors, assigns, legal representatives, officers, directors, employees, agents and servants (each a “Sponsor Indemnified Party”) against all claims, losses, liabilities and expenses, including but not limited to amounts paid in satisfaction of judgments or settlements, in compromise or as fines and penalties, and counsel fees reasonably incurred by any Sponsor Indemnified Party, in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or legislative body, in which such Sponsor Indemnified Party may be or may have been involved as a party or otherwise or with which such Sponsor Indemnified Party may be or may have been threatened, while in office or thereafter, by reason of any alleged act or omission as a Sponsor Indemnified Party or by reason of his or her being or having been such a Sponsor Indemnified Party except with respect to any matter as to which such Sponsor Indemnified Party shall have been finally adjudicated in any such action, suit or other proceeding not to have acted in good faith in the reasonable belief that such Sponsor Indemnified Party’s action was in the best interests of the Trust and except that no Sponsor Indemnified Party shall be indemnified against any liability to the Trust or its Shareholders by reason of willful misconduct or gross negligence of such Sponsor Indemnified Party, and provided further that any such indemnification will only be recoverable from the applicable Trust Estate or Trust Estates. All rights to indemnification permitted herein and payment of associated expenses shall not be affected by the dissolution or other cessation to exist of the Sponsor Indemnified Party, or the withdrawal, adjudication of bankruptcy or insolvency of the Sponsor Indemnified Party, or the filing of a voluntary or involuntary petition in bankruptcy under Title 11 of the Code by or against the Sponsor Indemnified Party.
Indemnification of Sponsor. The Trustee agrees to indemnify and hold -------------------------- harmless the Sponsor for (i) any loss incurred by the Sponsor, a participant, or a beneficiary due to a trading error caused by the Trustee on any investment option included on Schedule A and (ii) any loss related to balance discrepancies between the participant balances maintained by Trustee and the balance maintained by any outside fund provider for any Plan investment option included on Schedule A. The Trustee agrees to compensate the Sponsor, participant, or a beneficiary for the cost of any adjustments due to any such error.
Indemnification of Sponsor. If Sponsor is the Forced Sale Initiating Member under this Section 12.1, then Investor shall use commercially reasonable efforts to cause the applicable Lender to release the applicable Sponsor Party from any and all obligations any Sponsor Party may have pursuant to any guaranties to any Lender for the period from and after the ROFO Closing Date. If the applicable Lender is not willing to release the applicable Sponsor Party under any such guaranty, then the Company shall indemnify and hold harmless any Sponsor Party under any Lender guaranty (other than with respect to any obligation or liability which results from a Sponsor Party Event of Default) from and against all obligations of the Company that accrue after the ROFO Closing Date and from and against any obligations Sponsor or its Affiliates have pursuant to any guaranties to any Lender that accrue after the closing date. [SIGNATURES AND SCHEDULES FOLLOW BELOW.] IN WITNESS WHEREOF, the undersigned has executed this Agreement on August , 2020, effective as of the day and year first above written. “Sponsor” WELLTOWER INC., a Delaware corporation By: Name: Title: LIMITED LIABILITY COMPANY AGREEMENT VIDA JV LLC Sponsor Signature Page IN WITNESS WHEREOF, the undersigned has executed this Agreement on August , 2020, effective as of the day and year first above written. “Investor” VIDA MOB PORTFOLIO CO-INVEST LLC, a Delaware limited liability company By: Name: Title: LIMITED LIABILITY COMPANY AGREEMENT VIDA JV LLC Investor Signature Page IN WITNESS WHEREOF, the undersigned has executed this Agreement on August , 2020, effective as of the day and year first above written. “Investor Manager” VIDA MOB PORTFOLIO MANAGER LLC, a Delaware limited liability company By: Name: Title: LIMITED LIABILITY COMPANY AGREEMENT VIDA JV LLC Investor Manager Signature Page SCHEDULE 1.1A1 LAND 1 NTD: This Schedule 1.1A can be addressed between signing and closing once the list of Initial Facilities is finalized. LIMITED LIABILITY COMPANY AGREEMENT VIDA JV LLC SCHEDULE 3.1 REIT COMPLIANCE Real Estate Investment Trust Limitations. Sponsor and Investor Manager each agree and acknowledge that an equity owner of each of Sponsor and Investor is a REIT that must comply with certain provisions of the Code. Accordingly, the Company and the Subsidiaries shall be operated such that the nature of their assets and gross revenues (as determined pursuant to Section 856(c)(2), (3) and (4) of the Code) would permit the Company to qualify as a R...
Indemnification of Sponsor. Medstar agrees to indemnify, defend and hold harmless Sponsor, its directors, officers, employees, representatives and agents from and against any and all third party claims, suits, losses, damages, costs, fees and expenses (including reasonable attorney’s fees), and other liabilities asserted by third parties arising out of or related to this Agreement to the extent based upon: (i) any material misrepresentation contained in or breach of any warranty made by Medstar under this Agreement or (ii) any material breach, violations or nonperformance of any covenant, condition or agreement in this Agreement by Medstar.
