Indemnification of the Corporation. ADS 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 ADS as a result of ADS'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 the Corporation. Purchaser acknowledges that he, she or it understands the meaning and legal consequences of the representations, warranties and covenants contained in Section 4.2 hereof, and hereby agrees to indemnify and hold harmless the Corporation and its Subsidiaries, and each of its and its Subsidiaries’ directors, officers, employees, agents and affiliates, from and against any and all loss, damage or liability due to or arising out of a breach of any representation or warranty of the Purchaser contained in this Agreement.
Indemnification of the Corporation. A. Countrywide shall indemnify any hold harmless the Corporation, each Fund, and the Corporation's officers, directors, employees, shareholders, agents, control persons and affiliates from and against any and all claims, demands, expenses and liabilities (whether with or without basis in fact or law) of any and every nature which the Corporation may sustain or incur or which may be asserted against the Corporation by any person by reason of, or as a result of, the gross negligence, willful misconduct, or bad faith of Countrywide, or its directors, officers, employees, shareholders, agents, control persons or affiliates in taking any action or omitting to take any action under this Agreement or the reckless disregard of their duties thereunder.
B. If a claim is made against the Corporation as to which the Corporation may seek indemnity under this Section, the Corporation shall notify Countrywide promptly after any written assertion of such claim threatening to institute an action or proceeding with respect thereto and shall notify Countrywide promptly of any action commenced against the Corporation within ten (10) days after the Corporation shall have been served with a summons or other legal process, giving information as to the nature and basis of the claim. Failure to so notify Countrywide shall not, however, relieve Countrywide from any liability which it may have on account of the indemnity under this Section if Countrywide has not been prejudiced in any material respect by such failure. The Corporation shall cooperate in the control of the defense of any action, suit or proceeding in which Countrywide is involved and for which indemnity is being provided by Countrywide to the Corporation. Countrywide may negotiate the settlement of any action, suite or proceeding subject to the Corporation's approval, which shall not be unreasonably withheld. The Corporation shall have the right, but not the obligation, to participate in the defense or settlement of a claim or action, with its own counsel, but any costs or expenses incurred by the Corporation in connection with, or as a result of, such participation will be borne solely by the Corporation.
Indemnification of the Corporation. Subject to the limitations set out in this Agreement, ATI agrees with the Corporation to indemnify the Corporation against all liabilities, claims, demands, actions, causes of action, damages, losses, costs or expenses (including legal fees on a solicitor and its own client basis) suffered or incurred by the Corporation, directly or indirectly, by reason of or arising out of:
(a) any warranties or representations on the part of ATI set out in this Agreement being materially untrue;
(b) a material breach of any agreement, term or covenant on the part of ATI made or to be observed or performed pursuant to this Agreement; which liabilities, claims, demands, actions, causes of action, damages, losses, costs and expenses are collectively referred to as the "Corporation's Losses";
Indemnification of the Corporation. GFS 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 GFS as a result of GFS’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 the Corporation. Distributor agrees to indemnify, defend and hold harmless the Corporation, each of its directors, officers, employees and each person, if any, who controls, is controlled by or is under common control with, the Corporation within the meaning of Section 15 of the 1933 Act (collectively, the “Corporation Indemnified Parties”) from and against any and all losses, claims, damages or liabilities, joint or several, whatsoever (including any investigation, legal or other expenses incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted) to which the Corporation Indemnified Parties may become subject, to the extent, but only to the extent, that an untrue statement or alleged untrue statement or omission or alleged omission was made in a Covered Document, in reliance upon and in conformity with written information furnished to the Corporation by or on behalf of the Distributor.
Indemnification of the Corporation. The Stockholder agrees to indemnify and hold the Corporation free and harmless from any and all loss, damage or expense suffered by the Corporation resulting from any breach of this Agreement by the Stockholder or any inaccuracy or breach of any of the representations, warranties or covenants contained herein by the Stockholder.
Indemnification of the Corporation. The Consultant and each underwriter of the Shares to be registered (such party and such underwriters being referred to severally in this subparagraph as the "Indemnifying Party") shall agree, in the same manner and to the same extent as set forth in the preceding paragraph, to indemnify and hold harmless the Corporation and each person, if any, who controls the Corporation within the meaning of Section 15 of the 1933 Act, its directors and those officers of the Corporation who shall have signed such registration statement, with respect to any statement in or omission from such registration statement or any post-effective amendment thereof or any preliminary prospectus (as amended or supplemented, if amended or supplemented as aforesaid) contained in such registration statement, if such statement or omission was made in reliance upon and in conformity with information furnished in writing to the Corporation by such Indemnifying Party for use in connection with the preparation of such registration statement or any preliminary prospectus or prospectus contained in such registration statement or any amendment thereof or supplement thereto.
Indemnification of the Corporation. PPD shall indemnify, hold harmless and defend the Corporation, its respective officers, directors, employees and agents, from any and all liability, loss, claim, demand, cost or expense (including reasonable attorneys' fees) based upon or arising out of: (i) any unauthorized use of the distribution, reseller, marketing and licensing rights granted to PPD in this Agreement, (ii) any misrepresentation of a material fact or omission of a material fact made by PPD, its employees, agents or representatives in connection with the marketing, promotion, sublicense or sale, as applicable, of the Designated Services and/or the Designated Products; (iii) any material breach of any warranty, representation, covenant or agreement of PPD set forth in this Agreement; or (iv) any failure by PPD to comply in any material respect with the other terms and conditions of this Agreement. The foregoing indemnity obligation of PPD shall not extend to any of the foregoing items to the extent caused by a misrepresentation, act or omission on the part of the Corporation.
Indemnification of the Corporation. Each Remarketing Agent agrees, severally and not jointly, to indemnify and hold harmless the Corporation, its directors, its officers, and each person, if any, who controls the Corporation within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Remarketing Agent furnished to the Corporation in writing by such Remarketing Agent through the Representatives expressly for use in the Registration Statement, the Final Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any road show or any General Disclosure Package (including any General Disclosure Package that has subsequently been amended), it being understood and agreed upon that the only such information furnished by any Remarketing Agent consists of the following information in the Final Prospectus furnished on behalf of each Remarketing Agent: the concession figure appearing in the first sentence of the third paragraph under the caption “Underwriting” and the description of market making activities contained in the twelfth and thirteenth paragraphs under the caption “Underwriting.”
