Indemnification of U.S. Underwriters. The Company agrees to indemnify and hold harmless each U.S. Underwriter and each person, if any, who controls any U.S. Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act as follows:
Indemnification of U.S. TRUST. (a) U.S. Trust, its directors, officers, employees, shareholders, and agents shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Fund in connection with the performance of this Agreement, except a loss resulting from a breach of fiduciary duty or a loss resulting from willful misfeasance, bad faith or negligence on the part of U.S. Trust in the performance of its obligations and duties under this Agreement. (b) Notwithstanding any other provision of this Agreement, the Fund shall indemnify and hold harmless U.S. Trust, its directors, officers, employees, shareholders, and agents 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 U.S. Trust may sustain or incur or which be asserted against U.S. Trust by any person by reason of, or as a result of any action taken or omitted to be taken by U.S. Trust in connection with its appointment, in good faith, in reliance upon any law, act, regulation or official interpretation of same even though the same may have been altered, changed, amended or repealed subsequent to the date of U.S. Trust's actions in reliance there on. However, indemnification under this subparagraph shall not apply to actions or omissions of U.S. Trust or its directors, officers, employees, shareholders, agents, or subcontractors in cases of its or their own negligence, willful misconduct, bad faith, or reckless disregard of its or their own duties hereunder.
Indemnification of U.S. Oil: Xxxxxxx agrees that it is responsible for and agrees to indemnify U.S. Oil, and all their respective officers, directors, employees, contractors and agents ("Indemnified Persons") for and hold all Indemnified Persons harmless from:
Indemnification of U.S. UNDERWRITERS. The Company and the Selling Stockholders, jointly (except as provided in clause (2) below) and severally, agree to indemnify and hold harmless each U.S. Underwriter and each person, if any, who controls any U.S. Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act as follows:
Indemnification of U.S. Underwriters. The Company agrees to indemnify and hold harmless each U.S. Underwriter and each person, if any, who controls any U.S. Underwriter within the meaning of Section 15 of the 1933 Act to the extent and in the manner set forth in clauses (i), (ii) and (iii) below. In addition, subject to the provisions of this Section 7, each Selling Stockholder, severally and not jointly, agrees to indemnify and hold harmless each U.S. Underwriter and each person, if any, who controls any U.S. Underwriter within the meaning of Section 15 of the 1933 Act as follows:
Indemnification of U.S. (a) You agree to indemnify, defend and hold us, our several officers and directors, and any person who controls us within the meaning of Section 15 of the Securities Act of 1933, as amended, free and harmless from and against any and all claims, demands, liabilities and expenses (including the cost of investigating or defending such claims, demands or liabilities and any counsel fees incurred in connection therewith) which we, our officers and directors, or any such controlling person, may incur under the Securities Act of 1933, as amended, or under common law or otherwise, arising out of or based upon:
Indemnification of U.S. Underwriters. (1) The Company and CMI, jointly and severally, agree to indemnify and hold harmless each U.S. Underwriter and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act to the extent and in the manner set forth in clauses (i), (ii), (iii) and (iv) below and in Section 6(a)(2). In addition, each Selling Shareholder, severally and not jointly, agrees to indemnify and hold harmless each Underwriter and each person, if any, who controls any U.S. Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act to the extent and in the manner set forth in clauses (i), (iii) and (iv) below and in Section 6(a)(2):
Indemnification of U.S. Underwriters. Each of the Company and Virginia BCBS agrees, jointly and severally, to indemnify and hold harmless each U.S. Underwriter and each person, if any, who controls any U.S. Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act as follows:
Indemnification of U.S. TRUST. (a) U.S. Trust, its directors, officers, employees, shareholders, and agents shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Fund in connection with the performance of this Agreement, except a loss resulting from a breach of fiduciary duty or a loss resulting from willful misfeasance, bad faith or negligence on the part of U.S. Trust in the performance of its obligations and duties under this Agreement. (b) Notwithstanding any other provision of this Agreement, the Fund shall indemnify and hold harmless U.S. Trust, its directors, officers, employees, shareholders, and agents 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 U.S. Trust may sustain or incur or which be asserted against U.S. Trust by any person by reason of, or as a result of any action taken or omitted to be taken by U.S. Trust in connection with its appointment, in good faith, in reliance upon any law, act, regulation or official interpretation of same even though the same may have been altered, changed, amended or repealed subsequent to
Indemnification of U.S. UNDERWRITERS. The Company and the Management Selling Shareholders who are listed as such in SCHEDULE B hereto (the "MANAGEMENT SELLING SHAREHOLDERS") agree to jointly and severally indemnify and hold harmless each U.S. Underwriter and each person, if any, who controls any U.S. Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act in the manner set forth in clauses (i), (ii), (iii), (iv) and (v) of this Section 6(a); PROVIDED, HOWEVER, that none of the Management Selling Shareholders shall be liable for the payment of an amount, pursuant to this Section 6, which exceeds the net proceeds received by such Management Selling Shareholder from the sale of Option Securities sold by such Management Selling Shareholder pursuant to this Agreement. In addition, the Non-Management Selling Shareholders who are listed as such in SCHEDULE B hereto (the "NON-MANAGEMENT SELLING SHAREHOLDERS") agree to severally and not jointly indemnify and hold harmless each U.S. Underwriter and each person, if any, who controls any U.S. Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act in the manner set forth in clauses (i), (ii), (iii) and (iv) of this Section 6(a); PROVIDED, HOWEVER, that none of the Non-Management Selling Shareholders shall be liable for the payment of an amount, pursuant to this Section 6, which exceeds the net proceeds received by such Non-Management Selling Shareholder from the sale of Option Securities sold by such Non-Management Selling Shareholder pursuant to this Agreement.
