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. ODPOWIEDZIALNOŚCI EMPLOYER
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. 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.
Indemnification of the. MANAGERSSection 6.6.
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:
(a) any and all Losses caused by, resulting or arising from or otherwise relating to (A) any failure of any representation or warranty of Buyer contained herein to be true in all material respects when made and as at the Closing Date, it being understood that to the extent that any such representations and warranties were made as of a specified date the same shall apply only to the failure of such representations and warranties to be true in all material respects as of such specified date or (B) the failure of Buyer to comply in all material respects with any undertaking or other agreement or obligation hereunder to be performed, fulfilled or otherwise complied with by Buyer after the closing;
(b) any and all liabilities and obligations of the Stockholders and any affiliate of the Stockholders assumed by Buyer or any affiliate of Buyer pursuant to Section 7.5 or 7.6 or otherwise relating to the businesses of the Company or its Subsidiaries (other than with respect to the Stockholders' obligations under Section 10.3 hereof); and
(c) any and all Costs, including reasonable attorneys' fees incident to any of the foregoing or such indemnification; provided, however, that if any action, suit, proceeding, claim, liability, demand or assessment shall be asserted against any Stockholder Indemnitee in respect of which such Stockholder Indemnitee proposes to demand indemnification, such Stockholder Indemnitee shall notify Buyer thereof within a reasonable period of time (and in no event more than fifteen (15) days) after assertion thereof. Buyer shall have the right within thirty (30) days after receipt of such notice to assume the control of the defense, compromise or settlement of any such action, suit, proceeding, claim, liability, demand or assessment, including, at its own expense, employment of counsel and at any time thereafter to exercise on behalf of Stockholder Indemnitee any rights which may mitigate any of the foregoing; provided, however, that if Buyer shall have exercised its right to assume such control, a Stockholder Indemnitee (i) may, in its sole discretion, employ counsel to represent it (in addition to-counsel employed by Buyer, and in...
Indemnification of the. Company Subject to the terms and conditions of the Master Transaction Agreement, the Administrator hereby indemnifies and holds harmless the Company and its directors, officers and employees and its Representatives and Affiliates ( Indemnified Parties” from, against and in respect of all Losses imposed on, sustained, incurred or suffered by, or asserted against any Company Indemnified Party resulting from or arising out of any breach by the Administrator of its obligations under this Agreement (each, an “Administrator Breach”); provided that, the Administrator shall have no obligation to indemnify any Company Indemnified Party to the extent (i) such Person is also indemnified for such Loss under the Master Transaction Agreement, (ii) such Loss is related to any act or omission resulting from the negligence or willful misconduct of the Company, or (iii) any Company Breach (as defined below). For the avoidance of doubt, any and all Losses for which the Administrator is obligated to indemnity any Company Indemnified Party hereunder are Purchaser Extra Contractual Obligations.
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.
