Indemnities by Company Sample Clauses

Indemnities by Company. The Company will defend and indemnify Service Provider and its directors, officers, shareholders, employees, third-party agents and representatives against any Losses resulting from, arising out of or relating to, any third-party claim: (a) Relating to a breach by the Company of Article 7 (Confidentiality); (b) Relating to any amounts assessed against Service Provider that are the obligation of the Company pursuant to Article 6 (Taxes); (c) Relating to a breach of any of the representations and warranties in Section 8.1; or (d) Relating to death, personal injury or property loss or damage resulting from the Company’s or the Company Agents’ acts or omissions. The Company will indemnify Service Provider against any Losses incurred in connection with the enforcement of this Article.

Indemnities by Company. (a) The Company shall indemnify, defend and hold harmless WOFC, its parent, subsidiaries, affiliates and the directors, officers, employees, partners, agents, successors and assigns of each of such companies from and against any claim, action, loss, damage, penalty, fine, cost, expense, or other liability, including all court costs and reasonable attorneys' fees incurred in enforcing this indemnity or defending any claim or action, including any claims or causes of action brought by any person who obtains an interest in or related to the Accounts, directly or indirectly resulting from or arising out of Company's performance of its duties under this Agreement or the Company's breach of its duties, including without limitation, any misrepresentation or breached warranty under this Agreement. The right of indemnification for acts occurring during the term of this Agreement provided hereby shall survive the termination of this Agreement. Payment of and amounts owed under this indemnity provision are secured by and subject to set off and application out of the payments on deposit in the Servicing Account. (b) It is hereby acknowledged that the Company acquires installment contracts, evidencing Accounts in multiple forms. It is further acknowledged that the Company has requested WOFC to make a distinction on its records for differences in forms relating only to the actuarial and simple interest methods of accounting for interest. The Company hereby indemnifies WOFC for any claim, action, loss, damage, penalty, fine, cost, expense or other liability sustained by WOFC as a result of honoring such request and making no further distinction between installment contract forms. (c) If any legal proceeding is instituted, or if any claim or demand is made, in respect of which indemnification may be sought from Company hereunder, WOFC shall promptly cause written notice thereof to be given to Company. Company shall retain at its own expense, legal counsel of its choice (who must be reasonably satisfactory to WOFC) who shall also represent WOFC if Company accepts such indemnification request, and to defend against, negotiate, settle or otherwise deal with any such proceeding, claim or demand; provided, however, that WOFC may participate in any such proceeding with counsel of its choice and at its expense.

Indemnities by Company. Company shall indemnify, defend and hold ----------------------- harmless Buyer, its directors, officers, employees, shareholders, agents, successors, assigns, attorneys and personal representatives from, against and in respect of any and all actions, suits, proceedings, claims, demands, losses, costs, expenses, obligations, liabilities, judgments, damages, recoveries and deficiencies, including, without limitation, interest, penalties and reasonable attorneys' fees (collectively "Damages") that Buyer shall incur or suffer which arise out of, result from or relate to any of the following: (a) any misrepresentation, breach of warranty or nonfulfillment of any agreement on the part of Company under this Agreement or any of the documents, agreements or instruments delivered in connection herewith or from any misrepresentation in or omission from any certificate, schedule, exhibit or other instrument furnished or to be furnished by Company hereunder or thereunder to the extent, and only to the extent, that such representations, warranties or agreements survive the Closing; and (b) the Excluded Liabilities; provided, however, that Company shall not have liability under this Section 14.01 to the extent, and only to the extent, of Damages caused as a result of any action taken or omitted to be taken by Buyer after the Closing Date.

Indemnities by Company. Except as provided in Section 8.3, Company shall bear all liability for, and shall indemnify, defend and hold harmless DHL, together with its directors, officers, employees, assignees, agents, subcontractors, shareholders and Affiliates (collectively, the “DHL Indemnified Parties”) from and against any Claims or Damages (including, without limitation, any Claim in tort, whether or not arising from the negligence of the DHL Indemnified Parties and without regard to whether or not such negligence is sole, joint, concurrent, comparative, active, passive or imputed) which may be asserted against, incurred or suffered by, be charged to or recoverable from the DHL Indemnified Parties in connection with: (a) loss of or damage to aircraft utilized in the performance of this Agreement, howsoever caused, during the term of this Agreement, except as expressly set forth in Section 8.3, below; (b) death of or injury to the crew members provided by Company, any individual(s) carried or employed on aircraft utilized in the performance of this Agreement, or other personnel of Company or of any other Person (except DHL personnel in the performance of duties under this Agreement) provided for or by Company while acting in connection with the performance of this Agreement, and loss of or damage to their property except as expressly set forth in Section 8.3, below; or (c) death of or injury to persons and loss of or damage to property caused by aircraft utilized in the performance of this Agreement during the term of this Agreement in connection with the management, possession, use, control, operation, maintenance, service, repair, overhaul or testing thereof, or with the ground inspection, operational ground check, ferry flights or flights related to the use or operation of aircraft utilized in the performance of this Agreement, except as expressly set forth in Section 8.3, below. The foregoing indemnity obligation shall apply whether or not such Claim is groundless, false or fraudulent. Notwithstanding anything else in this Section 8.1, there shall be no obligation to indemnify if the Claim or Damage is due to the willful misconduct or gross negligence of the DHL Indemnified Parties. It is, however, the express intent of the Parties that the foregoing indemnity obligation shall be without regard to the cause or causes thereof and whether or not such cause or causes may be the result of the negligence of the DHL Indemnified Parties, be it sole, joint, concurrent, comparative...

Indemnities by Company. COMPANY agrees to defend, indemnify and hold DOCUMOTO harmless against any and all damages, costs, liabilities, expenses and settlement amounts incurred in connection with any suit, claim, or action by any third party directly arising out of: (a) COMPANY’s use or operation of the Web Application or Software in a manner other than for which the Web Application or Software was designed or other than as expressly permitted in this Agreement; (b) any COMPANY Content or any use thereof by DOCUMOTO as permitted by this Agreement; and (c) the gross negligence or willful misconduct of COMPANY.

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Indemnity by Company Without limitation of any other indemnity provided to SCG, to the extent permitted by law, the Company will indemnify and hold harmless SCG and its officers, directors and each Person, if any, who controls SCG (within the meaning of the Securities Act or the Exchange Act), against any losses, claims, damages, liabilities and expenses (joint or several) to which they may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, liabilities and expenses (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively a "Violation"): (i) any untrue statement or alleged untrue statement of a material fact contained in any registration statement (including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto), (ii) the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or (iii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities law, and the Company will reimburse SCG and its officers, directors and any controlling person thereof for any reasonable legal or other expenses incurred by them in connection with investigating or defending any such loss, claim, damage, liability, expense or action; provided, however, that the Company shall not be liable in any such case for any such loss, claim, damage, liability, expense or action to the extent that it arises out of or is based upon a Violation that occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by SCG or any officer, director or controlling person thereof.
Indemnification by Company The Company agrees to indemnify and hold harmless the Manager, the directors, officers, employees and agents of the Manager and each person who controls the Manager within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in the Base Prospectus, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or result from or relate to any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement, and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by the Manager specifically for inclusion therein. This indemnity agreement will be in addition to any liability that the Company may otherwise have.
Indemnification and Reimbursement by Buyer Buyer will indemnify and hold harmless Sellers, and their Representatives, shareholders, subsidiaries and Related Persons (collectively, the “Seller Indemnitees”), and will reimburse Seller Indemnitees for any Damages arising from or in connection with: (a) any Breach of any representation or warranty made by Buyer in (i) this Agreement, (ii) the certificates delivered pursuant to Section 2.8(b)(vi), (iii) any transfer instrument or (iv) any other certificate, document, writing or instrument delivered by Buyer pursuant to this Agreement; (b) any Breach of any covenant or obligation of Buyer in this Agreement or in any other certificate, document, writing or instrument delivered by Buyer pursuant to this Agreement; (c) any Buyer’s agreement to assume and satisfy the Assumed Liabilities; (d) any Liability arising out of the ownership or operation of the Assets after the Effective Time, except to the extent such Liability arises out of or relates to a Retained Liability; or (e) any brokerage or finder’s fees or commissions or similar payments based upon any agreement or understanding made, or alleged to have been made, by any Person with Buyer (or any Person acting on Buyer’s behalf) in connection with any of the Contemplated Transactions.
Representations by Company Except with the prior written consent of the Trust, the Company shall not give any information or make any representations or statements about the Trust or the Funds nor shall it authorize or allow any other person to do so except information or representations contained in the Trust's Registration Statement or the Trust's Prospectuses or in reports or proxy statements for the Trust, or in sales literature or other promotional material approved in writing by the Trust or its designee in accordance with this Article V, or in published reports or statements of the Trust in the public domain.
INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLERS Sellers, jointly and severally, will indemnify and hold harmless Buyer, the Company, and their respective representatives, stockholders, controlling persons, and affiliates (collectively, the "Indemnified Persons") for, and will pay to the Indemnified Persons the amount of, any loss, liability, claim, damage (including incidental and consequential damages), expense (including costs of investigation and defense and reasonable attorneys' fees) or diminution of value, whether or not involving a third-party claim (collectively, "Damages"), arising, directly or indirectly, from or in connection with: (a) any and all loss, liability or damage suffered or incurred by Buyer in respect of any debt, obligation or liability of the Company or of Seller not disclosed in this Agreement, any of the Exhibits attached hereto, or in writing to Buyer prior to the Closing Date; (b) any breach of any representation or warranty made by Sellers in this Agreement, the Exhibits attached hereto, or any other certificate or document delivered by Sellers pursuant to this Agreement; (c) any breach of any representation or warranty made by Sellers in this Agreement as if such representation or warranty were made on and as of the Closing Date; (d) any Breach by either Seller of any covenant or obligation of such Seller in this Agreement; (e) any claim by any Person for brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by any such Person with either Seller or the Company (or any person acting on their behalf) in connection with any of the transactions contemplated hereby. The remedies provided in this Section 9.2 will not be exclusive of or limit any other remedies that may be available to Buyer or the other Indemnified Persons.
REPRESENTATIONS BY AND COVENANTS OF THE COMPANY The Company hereby represents and warrants to the Subscriber that:
Indemnification by Contractor To the fullest extent permitted by law, the CONTRACTOR agrees to indemnify, defend and hold the COUNTY and its departments, elected and appointed officials, employees, agents and volunteers, harmless from and against any and all claims, damages, losses and expenses, including but not limited to court costs, attorney’s fees and alternative dispute resolution costs, for any personal injury, for any bodily injury, sickness, disease or death and for any damage to or destruction of any property (including the loss of use resulting therefrom) which 1) are caused in whole or in part by any action or omission, negligent or otherwise, of the CONTRACTOR, its employees, agents or volunteers or CONTRACTOR’s subcontractors and their employees, agents or volunteers; or 2) are directly or indirectly arising out of, resulting from, or in connection with performance of this Contract; or 3) are based upon the CONTRACTOR’S or its subcontractors’ use of, presence upon or proximity to the property of the COUNTY. This indemnification obligation of the CONTRACTOR shall not apply in the limited circumstance where the claim, damage, loss or expense is caused by the sole negligence of the COUNTY. This indemnification obligation of the CONTRACTOR shall not be limited in any way by the Washington State Industrial Insurance Action RCW Title 51, or by application of any other workmen’s compensation act, disability benefit act or other employee benefit act, and the CONTRACTOR hereby expressly waives any immunity afforded by such acts. The foregoing indemnification obligations of the CONTRACTOR are a material inducement to COUNTY to enter into the Contract, are reflected in the CONTRACTOR’s compensation, and have been mutually negotiated by the parties.
INDEMNIFICATION AND PAYMENT OF DAMAGES BY BUYER Buyer will indemnify and hold harmless Sellers, and will pay to Sellers the amount of any Damages arising, directly or indirectly, from or in connection with (a) any Breach of any representation or warranty made by Buyer in this Agreement or in any certificate delivered by Buyer pursuant to this Agreement, (b) any Breach by Buyer of any covenant or obligation of Buyer in this Agreement, or (c) any claim by any Person for brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by such Person with Buyer (or any Person acting on its behalf) in connection with any of the Contemplated Transactions.
INDEMNIFICATION AND ATTORNEYS' FEES (a) The Bank shall indemnify, hold harmless and defend the Executive against reasonable costs, including legal fees, incurred by him in connection with his consultation with legal counsel or arising out of any action, suit or proceeding in which he may be involved, as a result of his efforts, in good faith, to defend or enforce the terms of this Agreement. The Bank agrees to pay all such costs as they are incurred by the Executive, to the full extent permitted by law, and without regard to whether the Bank believes that it has a defense to any action, suit or proceeding by the Executive or that it is not obligated for any payments under this Agreement. (b) In the event any dispute or controversy arising under or in connection with the Executive's termination is resolved in favor of the Executive, whether by judgment, arbitration or settlement, the Executive shall be entitled to the payment of all back-pay, including salary, bonuses and any other cash compensation, fringe benefits and any compensation and benefits due the Executive under this Agreement. (c) The Bank shall indemnify, hold harmless and defend the Executive for any act taken or not taken, or any omission or failure to act, by him in good faith while performing services for the Bank or the Company to the same extent and upon the same terms and conditions as other similarly situated officers and directors of the Bank or the Company. If and to the extent that the Bank or the Company, maintains, at any time during the Employment Period, an insurance policy covering the other officers and directors of the Bank or the Company against lawsuits, the Bank or the Company shall use its best efforts to cause the Executive to be covered under such policy upon the same terms and conditions as other similarly situated officers and directors.
Indemnification and Reimbursement of Payments on Behalf of Executive The Company, Employer and their respective Subsidiaries shall be entitled to deduct or withhold from any amounts owing from the Company or any of its Subsidiaries to Executive any federal, state, local or foreign withholding taxes, excise taxes, or employment taxes (“Taxes”) imposed with respect to Executive’s compensation or other payments from the Company or any of its Subsidiaries or Executive’s ownership interest in the Company, including, without limitation, wages, bonuses, dividends, the receipt or exercise of equity options and/or the receipt or vesting of restricted equity. In the event the Company or its Subsidiaries does not make such deductions or withholdings, Executive shall indemnify the Company and its Subsidiaries for any amounts paid with respect to any such Taxes, together with any interest, penalties and related expenses thereto.

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