Indemnification of Xxxxxx. The Trust will indemnify and hold Xxxxxx harmless, from all losses, claims, damages, liabilities or expenses (including reasonable fees and disbursements of counsel) from any claim, demand, action or suit (collectively, "Claims") (a) arising in connection with misstatements or omissions in each Fund's Prospectus, actions or inactions by the Trust or any of its agents or contractors or the performance of Xxxxxx'x obligations hereunder and (b) not resulting from the willful misfeasance, bad faith, or gross negligence of Xxxxxx, its officers, employees or agents, in the performance of Xxxxxx'x duties or from reckless disregard by Xxxxxx, its officers, employees or agents of Xxxxxx'x obligations and duties under this Agreement. Notwithstanding anything herein to the contrary, the Trust will indemnify and hold Xxxxxx harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) resulting from any Claim as a result of Xxxxxx'x acting in accordance with any written instructions reasonably believed by Xxxxxx to have been executed by any person duly authorized by the Trust, or as a result of acting in reliance upon any instrument or stock certificate reasonably believed by Xxxxxx to have been genuine and signed, countersigned or executed by a person duly authorized by the Trust, excepting only the gross negligence or bad faith of Xxxxxx. In any case in which the Trust may be asked to indemnify or hold Xxxxxx harmless, the Trust shall be advised of all pertinent facts concerning the situation in question and Xxxxxx shall use reasonable care to identify and notify the Trust promptly concerning any situation which presents or appears likely to present a claim for indemnification against the Trust. The Trust shall have the option to defend Xxxxxx against any Claim which may be the subject of indemnification under this Section 10.1. In the event that the Trust elects to defend against such Claim, the defense shall be conducted by counsel chosen by the Trust and reasonably satisfactory to Xxxxxx. Xxxxxx may retain additional counsel at its expense. Except with the prior written consent of the Trust, Xxxxxx shall not confess any Claim or make any compromise in any case in which the Trust will be asked to indemnify Xxxxxx.
Indemnification of Xxxxxx. (a) The Trust agrees to indemnify and hold harmless Xxxxxx and each of its managers and officers and each person, if any, who controls Xxxxxx within the meaning of Section 15 of the 1933 Act against any loss, liability, claim, damages or expense (including the reasonable cost of investigating or defending any alleged loss, liability, claim, damages, or expense and reasonable counsel fees and disbursements incurred in connection therewith), arising by reason of any person acquiring any Shares or Creation Units, based upon (i) the ground that the registration statement, prospectus, shareholder reports or other information filed or made public by the Trust (as from time to time amended) included an untrue statement of a material fact or omitted to state a material fact required to be stated or necessary in order to make the statements made not misleading, (ii) the Trust’s failure to maintain an effective registration statement and prospectus with respect to Shares of the Fund that are the subject of the claim or demand, (iii) the Trust’s failure to properly register Fund Shares under applicable state laws, (iv) instructions given by the Trust, the Trust’s failure to perform its duties hereunder or any inaccuracy of Trust’s representations, (v) any claim brought under Section 11 of the 1933 Act or (vi) all actions taken by Xxxxxx hereunder resulting from Xxxxxx’x reliance on instructions received from an officer, agent or approved service provider of the Trust.
Indemnification of Xxxxxx. Fidelity shall indemnify Xxxxxx and shall advance reimbursable expenses incurred by Xxxxxx in any proceeding against Xxxxxx, including a proceeding brought in the right of Fidelity, as a director or officer of Fidelity or any subsidiary thereof, except claims and proceedings brought directly by Fidelity against Xxxxxx, to the fullest extent permitted under the Articles of Incorporation and By-Laws of Fidelity and the Georgia Business Corporation Code, as amended from time to time. Such indemnities and advances shall be paid to Xxxxxx on the next normal payroll payment date after Xxxxxx’x rights to such amounts are no longer in dispute.
Indemnification of Xxxxxx. Notwithstanding Section 10.1 herein or anything else that may be construed to the contrary, CCAG, NPSS and RCCD, on a joint and several basis, shall be solely responsible for, and shall indemnify, defend and hold-harmless XXXXXX and its governing board, governing board members, officers, employees and agents (each an “XXXXXX Agent”), and each of them, from and against, any and all claims, demands, actions, governmental proceedings, judgments, damages, costs, expenses (including, without limitation, attorneys’ fees and expenses), and other liabilities of any nature related to or arising from the observation, filming, or photographing of any student or other person as described in Section 2.4 herein, including, without limitation: (i) any failure to obtain consent, informed consent or complete consent for any such activities; (ii) any release or failure to adequately secure or protect any film, photographs or other depictions or records relating to or arising from such activities; and (iii) any misuse or other adverse consequences of any such depictions or records. However, neither CCAG, NPSS nor RCCD shall be liable pursuant to this Section to the extent any such liability results solely from the active negligence or willful misconduct of XXXXXX or any of the XXXXXX Agents.
Indemnification of Xxxxxx. Fidelity shall indemnify Xxxxxx and shall advance reimbursable expenses incurred by Xxxxxx in any proceeding against Xxxxxx, including a proceeding brought by or in the right of Fidelity, as a director or officer of Fidelity or any subsidiary thereof, except claims and proceedings brought by Fidelity against Xxxxxx, to the fullest extent permitted under the Articles of Incorporation and By-Laws of Fidelity and the Georgia Business Corporation Code, as amended from time to time.
Indemnification of Xxxxxx. Galapagos shall indemnify Xxxxxx, its Affiliates and their respective directors, officers, employees, and agents (the “Xxxxxx Indemnitees”), and defend and save each of them harmless, from and against any and all Losses in connection with any and all Third Party Claims incurred by or rendered against the Xxxxxx Indemnitees arising from or occurring as a result of:
Indemnification of Xxxxxx. DDSI shall indemnify and hold harmless Xxxxxx and its successors and assigns (collectively , the "Xxxxxx Indemnitees"), from and against any and all damages, claims, losses, expenses, costs, obligations and liabilities suffered or incurred by the Xxxxxx Indemnitees directly or indirectly as a result of any injury to or death of any person, any loss or damage to property, or any other litigation or claim by any third party relating in any way to the manufacture, use or licensing of products that incorporate the PowerMatch Technology by DDSI. Limitation of Liability: XXXXXX SHALL NOT BE LIABLE TO DDSI OR ANY THIRD PARTY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE, FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, LOSS OF ANTICIPATED PROFITS, EVEN IF XXXXXX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH POTENTIAL LOSS OR DAMAGE.
Indemnification of Xxxxxx. LICENSEE shall indemnify and save harmless XXXXXX and his employees and agents from and against any loss, claim or damage including reasonable attorney's fees, resulting from any negligence or breach of warranty by LICENSEE in connection with the preparation, packaging, sale or distribution of the CTLM( or other product of LICENSEE. With respect to the risks thus assumed, LICENSEE shall maintain a policy of contractual liability insurance in the minimum amount of $1,000,000 single unit coverage with an insurer satisfactory to XXXXXX, and shall cause this insurer to provide XXXXXX within 15 days after the date of this Agreement with an appropriate certificate of insurance evidencing this contractual liability insurance coverage, which may not be materially modified or canceled on less than 30 days prior written notice to XXXXXX. At the request of XXXXXX, LICENSEE will defend XXXXXX and his employees and agents in connection with any claim, suit, action or proceeding covered by this indemnification.
Indemnification of Xxxxxx. EPIMMUNE agrees to indemnify and hold harmless XXXXXX and its permitted successors and assigns from and against any and all (i) liabilities, losses, costs or damages ("Loss") and (ii) reasonable attorneys' and accountants' fees and expenses, court costs and all other reasonable out-of-pocket expenses ("Expense") incurred by XXXXXX or its permitted successors and assigns arising from (A) any breach or failure to perform by EPIMMUNE of any of its covenants or agreements contained in this Agreement; or (B) any breach of any warranty or the inaccuracy of any representation of EPIMMUNE contained in this Agreement.
Indemnification of Xxxxxx. Surmodics shall indemnify Xxxxxx, its Affiliates and its and their respective directors, officers, employees and agents and defend and save each of them harmless, from and against any and all Losses in connection with any and all Third Party Claims arising from or occurring as a result of: (i) the breach by Surmodics of this Agreement; (ii) the gross negligence or willful misconduct on the part of Surmodics or its Affiliates or its or their respective directors, officers, employees or agents in performing its or their obligations under this Agreement; (iii) the Exploitation of the Product by or on behalf of Surmodics or its Affiliates anywhere in the world during the Term, prior to the Effective Date, or after the Term; or (iv) the misappropriation by Surmodics or its Affiliates or its or their respective directors, officers, employees or agents of any proprietary Information of any Third Party in connection with the Exploitation of the Product or other activities hereunder, except, in each case ((i), (ii), (iii), and (iv)), for those Losses for which Xxxxxx has an obligation to indemnify Surmodics pursuant to Section 12.1, as to which Losses each Party shall indemnify the other to the extent of their respective liability. Notwithstanding anything to the contrary in this Section 12.2, the foregoing indemnification obligations (other than the obligation in clause (iv) of this Section 12.2) shall not apply to Third Party Claims for the infringement of any Patent, Trademark, or other intellectual property rights of any Third Party in the Exploitation of the Product or other activities hereunder, which shall be governed by Article 9.
