Indemnificatio▇ Sample Clauses

Indemnificatio▇. ▇▇▇ ▇▇▇-▇▇▇▇▇▇r agrees to indemnify and hold harmless the Investment Manager, any affiliated --------------- person within the meaning of Section 2(a)(3) of the ICA ("affiliated person") of the Investment Manager and each person, if any who, within the meaning of Section 15 of the 1933 Act, controls ("controlling person") the Investment Manager, against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses), to which the Investment Manager or such affiliated person or controlling person of the Investment Manager may become subject under the 1933 Act, the ICA, the Advisers Act, under any other statute, law, rule or regulation, at common law or otherwise, arising out of the Sub-Adviser's responsibilities hereunder (1) to the extent of and as a result of the willful misconduct, bad faith, or gross negligence by the Sub-Adviser, any of the Sub-Adviser's employees or representatives or any affiliate of or any person acting on behalf of the Sub-Adviser, or (2) as a result of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including any amendment thereof or any supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement therein not misleading, if such a statement or omission was made in reliance upon and in conformity with written information furnished by the Sub-Adviser to the Investment Manager, the Portfolio, the Trust or any affiliated person of the Investment Manager, the Portfolio or the Trust or upon verbal information confirmed by the Sub-Adviser in writing, or (3) to the extent of, and as a result of, the failure of the Sub-Adviser to execute, or cause to be executed, portfolio investment transactions according to the requirements of the ICA; provided, however, that in no case is the Sub-Adviser's indemnity in favor of the Investment Manager or any -------- ------- affiliated person or controlling person of the Investment Manager deemed to protect such person against any liability to which any such person would otherwise be subject by reason of willful misconduct, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement. The Investment Manager agrees to indemnify and hold harmless the Sub-Adviser, any affiliated person of the Sub-Adviser and each contro...
View SourceView Similar (14)
Indemnificatio▇. (a) AAI agrees to indemnify, defend and hold harmless 111 and. its respective employees, officers, directors, physicians, agents, and all related. and affiliated entities (including (b) AAI and JHU) (collectively, the "Hopkins Parties") for any losses, claims, damages or liabilities, ▇▇▇▇▇▇▇ng, without limitation, attorneys' fees and court costs (collectively, the "Claims"), arising out of or with respect to (i) any injury or damage caused by any services or goods sold or otherwise provided by AAJ including medical diagnosis and treatment, or (ii) any negligent action or negligent omission of AAI, or (iii) any breach by AAI of this Agreement, or (iv) any use of the Permitted Statement of Fact or Mark in connection with the business of AAI; provided that, ▇▇▇▇ indemnification obligation shall be reduced in an equitable maimer to the extent any Claim arises in part from a negligent act or omission by M or its affiliates or a material breach by JH or its affiliates of this Agreement. In the event any claim, action or proceeding is brought against any of the Hopkins Parties, which is subject to indemnification under this Se▇▇▇▇▇, AXE, upon written notice from the Hopkins Parties, shall defend or settle the same at AM's sole ▇▇▇▇ ▇▇d expense with legal counsel reasonably satisfactory to the Hopkins Parties. If AAI fails to assume the defense of any matter ▇▇▇▇▇▇▇ hereto within a reasonable period of time after such written notice, the Hopkins Parties may proceed to defend or settle the matter with le▇▇▇ ▇▇unsel of their own selection at AAI's cost and expense. The Hopkins Parties shall cooperate with AAI in the defense or settleme▇▇ ▇▇ any claim subject to indemnification under this Section. All compromises arid settlements shall require the prior written consent of the Hopkins Parties, which consent shall not be unreasonably withheld.
View Source
Indemnificatio▇. ▇▇▇▇▇▇▇ ▇o Chelsea's compliance with its obligation to pay for 50% of the Partnership's costs as set forth in Section 1 hereof, the Partnership hereby agrees to indemnify and hold Chelsea harmless from and reimburse Chelsea for all matters to the extent such matters accrue or arise from conduct or events arising after the date hereof, including any obligations set forth on Schedule A hereto. Chelsea hereby agrees to indemnify and hold Mills and its Affiliates harmless from any and all matters re▇▇▇▇▇g to the Center (including, without limitation, liabilities, claims of tenants and expenses in excess of the Maximum) to the extent such matters accrue or arise from conduct or events on or prior to the date hereof except for those matters set forth on Schedule A; provided, however, that Chelsea will not have any liability hereunder for incremental expenses resulting from any action taken by Mills or the Partnership after the date hereof.
View Source
Indemnificatio▇. (i) Following the Effective Date of the Merger, Wells Fargo shall indemnify, def▇▇▇ ▇nd hold harmless the present and former directors and officers of Company and the Company Subsidiaries (each, an "Indemnified Party") against all costs or expenses (including reasonable attorneys' fees), judgments, fines, losses, claims, damages or liabilities (collectively, "Costs") as incurred, in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of actions or omissions occurring at or prior to the Effective Time of the Merger (including, without limitation, the transactions contemplated by this Agreement) to the fullest extent that Company and the Company Subsidiaries are permitted to indemnify (and advance expenses to) their respective directors and officers under the laws of their respective jurisdictions of incorporation, their respective charters and their respective bylaws; (ii) any Indemnified Party wishing to claim indemnification under paragraph 5(n)(i), upon learning of any claim, action, suit, proceeding or investigation described above, shall promptly notify Wells Fargo thereof; provided th▇▇ ▇▇e failure to so notify shall not affect the obligations of Wells Fargo under paragraph 5(n)(i) u▇▇▇▇▇ and to the extent that Wells Fargo is actually and mate▇▇▇▇▇y prejudiced as result of such failure. In the event of any such claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time of the Merger), (A) Wells Fargo shall have the right to a▇▇▇▇▇ the defense thereof and Wells Fargo shall not be liable ▇▇ ▇▇y Indemnified Party for any legal expenses of other counsel or any other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof, except that if Wells Fargo elects not to assume such ▇▇▇▇nse or counsel for the Indemnified Party advises that there are issues which raise conflicts of interest between Wells Fargo and the Indemnified Party, ▇▇▇ Indemnified Party may retain counsel satisfactory to them, and Wells Fargo shall pay the reason▇▇▇▇ fees and expenses of such counsel for the Indemnified Party promptly as statements therefor are received; PROVIDED, HOWEVER, that Wells Fargo shall be obligated p▇▇▇▇▇nt to this subparagraph (ii) to pay for only one firm of counsel for all Indemnified Parties in any jurisdiction unless the use of one counsel for such Indemnified Parties would present such counsel ...
View Source
Indemnificatio▇. (a) By Van Kampen. In the event any claim is brought by any third party again▇▇ ▇&▇ ▇▇▇t relates to, arises out of or is based upon the performance by Van Kampen of its obligations hereunder, or the failure of Van Kampen, ▇▇ ▇▇▇ ▇▇ Van Kampen's affiliates, as the case may be, to ▇▇▇▇▇▇ ▇▇▇h any law, r▇▇▇ ▇▇ ▇▇▇▇▇ation relating to the COHEN & STEERS UIT(s), C&S shall promptly notify Van Kampen, and Van K▇▇▇▇▇ shall defend such claim at Van Kampen's exp▇▇▇▇ ▇▇▇ ▇nder V▇▇ ▇▇▇▇▇▇'s control. Van Kampen shall ▇▇▇▇▇▇▇▇▇ ▇▇d hold harmless C&S ▇▇▇▇▇▇▇ ▇▇▇ judgment, ▇▇▇▇▇▇▇▇▇, loss, cost or damage (including litigation costs and reasonable attorneys' fees) arising from or related to such claim whether or not such claim is successful. C&S shall have the right, at their expense, to participate in the defense of such claim through counsel of their own choosing; provided, however, that Van Kampen shall not be required to pay any settlement amount that it ▇▇▇ ▇▇▇ ▇▇proved in advance. Notwithstanding the above, C&S shall not be entitled to indemnification hereunder to the extent that the judgment, liability, loss, cost or damage arising from a claim for which indemnification is sought hereunder results directly or indirectly from the negligence or willful misconduct of C&S, or C & S actions or inactions in connection with its role as Supervisor.
View Source
Indemnificatio▇. ▇. ▇▇e Company agrees to indemnify and hold harmless the Adviser and its directors, officers, and employees from any and all loss, liability and expense resulting from any gross negligence or willful wrongful act of the Company in performing its services under this letter agreement, from the inaccuracy or breach of any representation made in this letter agreement, or from a breach of a material provision of this letter agreement, except to the extent such loss, liability or expense is the result of the Advisers willful misfeasance, bad faith or gross negligence in the performance of its duties. b. The Adviser agrees to indemnify and hold harmless the Company and its directors, officers, agents and employees from any and all loss, liability and expense resulting from any gross negligence or willful wrongful act of the Adviser in performing its services under this letter agreement, from the inaccuracy or breach of any representation made in this letter agreement, or from a breach of a material provision of this letter agreement, except to the extent such loss, liability or expense is the result of the Company's willful misfeasance, bad faith or gross negligence in the performance if its duties.
View Source
Indemnificatio▇. GMAC shall indemnify CARI for any liability as a result of the failure of a Receiva▇▇▇ to be originated in compliance with all requirements of law. This indemnity obligation shall be in addition to any obligation that GMAC may otherwise have.
View Source
Indemnificatio▇ 
View SourceView Similar (2)

Related to Indemnificatio▇

  • Indemnification Etc 55 9.1 Survival of Representations, Etc.............................................................. 55 9.2

  • Indemnification; Exculpation Borrower shall pay and protect, defend and indemnify Lender and Lender’s employees, officers, directors, shareholders, affiliates, correspondents, agents and representatives (other than Lender, collectively “Agents”) against, and hold Lender and each such Agent harmless from, all claims, actions, proceedings, liabilities, damages, losses, expenses (including, without limitation, attorneys’ fees and costs) and other amounts incurred by Lender and each such Agent, arising from (i) the matters contemplated by this Agreement or any other Loan Documents, (ii) any dispute between Borrower and a third party, or (iii) any contention that Borrower has failed to comply with any law, rule, regulation, order or directive applicable to Borrower’s business; provided, however, that this indemnification shall not apply to any of the foregoing incurred solely as the result of Lender’s or any Agent’s gross negligence or willful misconduct. This indemnification shall survive the payment and satisfaction of all of Borrower’s Obligations to Lender.

  • Indemnification Matters The Company hereby acknowledges that one (1) or more of the directors nominated to serve on the Board of Directors by the Investors (each a “Fund Director”) may have certain rights to indemnification, advancement of expenses and/or insurance provided by one or more of the Investors and certain of their affiliates (collectively, the “Fund Indemnitors”). The Company hereby agrees (a) that it is the indemnitor of first resort (i.e., its obligations to any such Fund Director are primary and any obligation of the Fund Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by such Fund Director are secondary), (b) that it shall be required to advance the full amount of expenses incurred by such Fund Director and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement by or on behalf of any such Fund Director to the extent legally permitted and as required by the Company’s Certificate of Incorporation or Bylaws of the Company (or any agreement between the Company and such Fund Director), without regard to any rights such Fund Director may have against the Fund Indemnitors, and, (c) that it irrevocably waives, relinquishes and releases the Fund Indemnitors from any and all claims against the Fund Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. The Company further agrees that no advancement or payment by the Fund Indemnitors on behalf of any such Fund Director with respect to any claim for which such Fund Director has sought indemnification from the Company shall affect the foregoing and the Fund Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of such Fund Director against the Company.

  • Defense and Indemnification 12.1 Consultant agrees to indemnify, defend (with attorneys approved by City), and hold harmless the City, and its officers, officials, agents and employees (the “Indemnified Parties”) from any and all claims, demands, costs or liability that arise out of, or pertain to, or relate to the Consultant, its employees, agents, and subcontractors performance of services under this Agreement. Consultant’s duty to indemnify under this section shall not include liability for damages for death or bodily injury to persons, injury to property, or other loss, damage or expense arising from the sole negligence or willful misconduct by the City or its elected officials, officers, agents, and employees. Consultant's indemnification obligations shall not be limited by the insurance provisions of this Agreement. The Parties expressly agree that any payment, attorney's fees, costs or expense City incurs or makes to or on behalf of an injured employee under the City's self-administered workers' compensation is included as a loss, expense, or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 12.2 This indemnity is in addition to any other rights or remedies which City may have under the law or this Agreement. In the event of any claim or demand made against any party which is entitled to be indemnified hereunder, City may, at its sole discretion, reserve, retain or apply any monies due to Consultant under this Agreement for the purpose of resolving such claims; provided however, that City may release such funds if Consultant provides City with reasonable assurances of protection of the City's interest. The City shall, in its sole discretion determine whether such assurances are reasonable. 12.3 Consultant agrees that its duty to defend arises upon an allegation of liability based upon the performance of services under this Agreement by Consultant, its officers, agents, representatives, employees, sub-consultants, or anyone for whom Consultant is liable and that an adjudication of Consultant’s liability is not a condition precedent to Consultant's duty to defend.

  • Company Indemnification The Company agrees to indemnify and hold harmless the Agent, its partners, members, directors, officers, employees and agents and each person, if any, who controls the Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, joint or several, arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, or arising out of any untrue statement or alleged untrue statement of a material fact included in any related Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, joint or several, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 11(d) below) any such settlement is effected with the written consent of the Company, which consent shall not unreasonably be delayed or withheld; and (iii) against any and all expense whatsoever, as incurred (including the reasonable and documented out-of-pocket fees and disbursements of counsel), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above, provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made solely in reliance upon and in conformity with written information furnished to the Company by the Agent expressly for use in the Registration Statement (or any amendment thereto), or in any related Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto).