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. 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. 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. 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. 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. 42 11.2 Indemnity Obligations of Xxxxxx............................... 42 11.3
Indemnification of Xxxxxx. 24 Section 10.3 Indemnification of the Company. ............................................24 Section 10.4 Notices; Third Party Claims..................................................25
Indemnification of Xxxxxx. (a) The Company shall, indemnify and hold harmless the Xxxxxx Indemnitees from and against, and shall reimburse them for, any losses, claims, damages and liabilities (including costs and expenses attendant thereto, including reasonable attorneys' fees) which may be sustained, suffered or incurred by the Xxxxxx Indemnitees, arising from or in connection with (i) the breach of any of the Company's representations, warranties or covenants contained in this Agreement, (ii) any content presented on the Site, except to the extent such content was provided by Xxxxxx or (iii) the operation of the Site, including without limitation, improper use of software and infringement of patents.
(b) INDI shall indemnify and hold harmless the Xxxxxx Indemnitees from and against, and shall reimburse them for, any losses, claims, damages and liabilities (including costs and expenses attendant thereto, including reasonable attorneys' fees) which may be sustained, suffered or incurred by the Xxxxxx Indemnitees, arising from or in connection with (i) the breach of any of INDI's representations, warranties or covenants contained in this Agreement or (ii) any content presented on the Site to the extent such content was provided by INDI.
Indemnification of Xxxxxx. Unitrin, USC and the Trinity Companies shall indemnify, defend and hold harmless the Xxxxxx Companies and their respective directors, officers, employees, representatives, Affiliates, successors and permitted assigns (collectively, the Xxxxxx Indemnitees") from and against all Losses asserted against, imposed upon or incurred by such Xxxxxx Indemnitees resulting from, arising out of, based upon or otherwise in respect of any of the following: (a) any breach or inaccuracy in the representations and warranties contained in Article III of this Agreement, (b) any breach, nonfulfillment or default in the performance of any of the covenants and agreements of Unitrin, USC or the Trinity Companies contained in this Agreement, (c) the acts, omissions and/or performance by any Subject Employee (as defined in the Employee Agreement) (except to the extent such acts or omissions were pursuant to the written instructions of any of the Xxxxxx Companies) during the Service Period (as defined in the Employee Agreement), (d) any claims for any severance pay, if any, or any other amounts due or costs incurred by the Xxxxxx Companies as a result of the termination of any Subject Employee during the Service Period, except for severance payments relating to Subject Employees who were notified or scheduled for termination prior to the date of the Employee Agreement, , and (e) the enforcement of this indemnity.
Indemnification of Xxxxxx. Alexza shall indemnify and hold harmless each of Xxxxxx and its Affiliates and the directors, officers, shareholders, employees and agents of such entities and the successors and assigns of any of the foregoing (the “Xxxxxx Indemnitees”), from and against any and all Losses from any Third Party Claims incurred by any Xxxxxx Indemnitee, arising from, or occurring as a result of (a) inherent defects of the Product as delivered to Xxxxxx, (b) xxxxx negligence or willful misconduct of Alexza or its Affiliates; and (c) the research, development and regulatory activities relating to the Product conducted by or on behalf of Alexza, its Affiliates, Distributors or Sublicensees (other than Xxxxxx and its Affiliates and licensees); except to the extent such Third Party Claims fall within the scope of the indemnification obligations of Xxxxxx set forth in Section 11.1.
