Indemnification of the. Companies by the Shareholder Servicing ------------------------------------------------------------- Agent. Without limiting the rights of the Companies under applicable law, the ----- Shareholder Servicing Agent will indemnify and hold each of the Company and the Trust harmless from all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) from any Claim (a) resulting from (i) the bad faith or negligence of the Shareholder Servicing Agent, its officers, employees or agents, or (ii) any breach of applicable law by the Shareholder Servicing Agent, its officers, employees or agents, or (iii) any action of the Shareholder Servicing Agent, its officers, employees or agents which exceeds the legal authority of the Shareholder Servicing Agent or its authority hereunder, or (iv) any error or omission of the Shareholder Servicing Agent, its officers, employees or agents with respect to the purchase, redemption and transfer of Customers' Shares or the Shareholder Servicing Agent's verification or guarantee of any Customer signature, and (b) not resulting from the Shareholder Servicing Agent's actions in accordance with written instructions reasonably believed by the Shareholder Servicing Agent to have been executed by any person duly authorized by the Company or the Trust, as the case may be, or in reliance upon any instrument or stock certificate reasonably believed by the Shareholder Servicing Agent to have been genuine and signed, countersigned or executed by a person duly authorized by the Company or the Trust, as the case may be. In any case in which the Shareholder Servicing Agent may be asked to indemnify or hold the Company or the Trust harmless, the Shareholder Servicing Agent shall be advised of all pertinent facts concerning the situation in question and the Company or the Trust, as the case may be, shall use reasonable care to identify and notify the Shareholder Servicing Agent promptly concerning any situation which presents or appears likely to present a claim for indemnification against the Shareholder Servicing Agent. The Shareholder Servicing Agent shall have the option to defend the Company or the Trust, as the case may be, against any Claim which may be the subject of indemnification hereunder. In the event that the Shareholder Servicing Agent elects to defend against such Claim, the defense shall be conducted by counsel chosen by the Shareholder Servicing Agent and satisfactory to the Company or the Tr...
Indemnification of the. QIU Without limitation and in addition to its obligation under the other subsections of this Section 8, the Companies and each Guarantor agree to indemnify and hold harmless the QIU, its affiliates, directors, officers and employees and each person, if any, who controls the QIU within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any loss, claim, damage or liability, as incurred, arising out of or based upon the QIU’s acting as a “qualified independent underwriter” (within the meaning of Rule 5121(f)(12) of FINRA) in connection with the offering contemplated by this Agreement, and agrees to reimburse each such indemnified person for any legal or other expense reasonably incurred by them in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the Companies and the Guarantors shall not be liable in any such case to the extent that any such loss, claim, damage, liability or expense results from the gross negligence or willful misconduct of the QIU.
Indemnification of the. ACQUIRER Except as provided in and subject to ------------------------------- Section 9.6, the Together Parties (other than the Company and N.W.S.T.) agree to ----------- indemnify and hold harmless the Acquirer, each officer and director of the Acquirer and any successor thereof (collectively, the "INDEMNIFIED PARTIES") from and against any and all Adverse Consequences, which any of the Indemnified Parties may sustain, or to which any of the Indemnified Parties may be subjected, arising out of (a) any misrepresentation, breach or default by the Together Parties (other than by the Company or N.W.S.T. after the Closing) of or under any of the representations, warranties, covenants, agreements or other provisions of this Agreement or any agreement or document executed in connection herewith and (b) such other Together Parties' tortious acts or omissions to act prior to Closing for which the Company did not carry liability insurance for itself as the insured party sufficient to satisfy such claim or liability, whether or not such acts or omissions to act result in a breach or violation of any representation or warranty.
Indemnification of the. Stockholders and any Affiliate of the Stockholders. Buyer agrees to defend, indemnify and hold harmless the Stockholders and their partners, shareholders, officers, directors, employers and agents (individually, a "Stockholder Indemnitee", and collectively, the "Stockholder Indemnitees"), against and in respect of:
Indemnification of the. OWNER TRUSTEE BY THE OWNER PARTICIPANT................................... 14 Section 7.01 The Owner Participant to Indemnify the Owner Trustee............................................ 14
Indemnification of the. MANAGERSSection 6.6.
Indemnification of the. ACQUIRER Except as provided in and subject ------------------------------- to Section 9.6, the Transferors agree to indemnify and hold harmless the ----------- Acquirer, each officer and director of the Acquirer and any successor thereof (collectively, the "INDEMNIFIED PARTIES") from and against any and all Adverse Consequences, which any of the Indemnified Parties may sustain, or to which any of the Indemnified Parties may be subjected, arising out of (a) any misrepresentation, breach or default by Xxxxxxx Xxxxxxxx, Xxx Xxxxxxx, Xxxxx Xxxxxxxx and Xxxxx Xxxxxx, the Transferors or USI of or under any of the representations, warranties, covenants, agreements or other provisions of this Agreement or any agreement or document executed in connection herewith and (b) the Transferors or USI's tortious acts or omissions to act prior to Closing for which USI did not carry liability insurance for itself as the insured party sufficient to satisfy such claim or liability, whether or not such acts or omissions to act result in a breach or violation of any representation or warranty.
Indemnification of the. EMPLOYEE To the extent not expressly prohibited by applicable law, and regardless of whether or not EMPLOYEE succeeds on the merits of any litigation, EMPLOYER, jointly and severally, shall defend, indemnify and hold harmless EMPLOYEE from any and all costs, expenses, damages, claims, liabilities and judgments (including the reasonable costs of the defense of any claim or action and any sums which may be paid with the consent of EMPLOYER in settlement thereof) which may be incurred by or awarded against EMPLOYEE, by reason of any action taken or omitted to be taken on behalf of EMPLOYER or in furtherance of its interests, EMPLOYEE shall not be entitled to claim any indemnity or reimbursement under this Section 8.7 to the extent the same is in respect of any cost, expense, damage or claim that may be incurred by EMPLOYEE which results from the failure of EMPLOYEE to act in accordance with the provisions of this Agreement and the "prudent man" standard of care set forth in Section 8.6. To the extent permitted by applicable law, EMPLOYERS shall make prompt payment of litigation expenses at the request of EMPLOYEE in advance of payment of indemnification. In defending any appeal by EMPLOYEE of a determination that EMPLOYEE has not met the requisite standard of conduct required for indemnification under this Section 8.7. EMPLOYER shall be required to prove under applicable standards of proof that EMPLOYEE has not met such standard of conduct in order to prevail.
Indemnification of the. FUND FDCC agrees to indemnify the Fund against any and all litigation and other legal proceedings of any kind or nature and against any liability, judgment, cost, or penalty imposed as a result of such litigation or proceedings in any way arising out of or in connection with the sale or distribution of the shares of the Fund by FDCC. In the event of the threat or institution of any such litigation or legal proceedings against the Fund, FDCC shall defend such action on behalf of the Fund at its own expense, and shall pay any such liability, judgment, cost, or penalty resulting therefrom, whether imposed by legal authority on agreed upon by way of compromise and settlement; provided, however, FDCC shall not be required to pay or reimburse the Fund for any liability, judgment, cost, or penalty incurred as a result of information supplied by, or as the result of the omission to supply information by, the Fund to FDCC or to FDCC by a director, officer, or employee of the Fund who is not an interested person of FDCC, unless the information so supplied or omitted was available to FDCC or the Fund's investment adviser without recourse to the Fund or any such person referred to above.
Indemnification of the. Collateral Agent and the Holders by the Holders. To the extent that the Collateral Agent is not reimbursed and indemnified by the Company, the Holders will reimburse and indemnify the Collateral Agent for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, advances or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the Collateral Agent in any way relating to or arising out of this Agreement, the Security Documents, or any of the other Financing Agreements or any action taken or omitted by the Collateral Agent under this Agreement, the Security Documents or any of the other Financing Agreements, in proportion to each Holder’s share of the outstanding amount of the Notes or other Securities, as applicable; provided, however, that no Holder shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, advances or disbursements resulting from the Collateral Agent’s recklessness, gross negligence or willful misconduct, or representing ordinary costs and overhead expenses of the Collateral Agent which do not constitute out-of-pocket expenses or allocated in-house counsel fees.
