INDEMNITY AND UNDERTAKING Sample Clauses

INDEMNITY AND UNDERTAKING. ‌ 19.1 The CP may permit End Users to use the Services provided that the CP shall be responsible, and remain responsible, for ensuring that: (a) the End Users comply with the CP’s obligations under this Agreement (so far as applicable), and (b) the terms of the CP's contracts with End Users are not inconsistent with the terms of this Agreement (so far as applicable) and without limiting the generality of the foregoing the CP shall be solely responsible for obtaining from each End User any information, access to premises including, without limitation, the End User's Site and other co-operation needed by KCOM in connection with the provision of the Services. 19.2 KCOM’s obligations under this Agreement shall be solely to the CP and except if and to the extent caused by any act and/or omission caused by KCOM the CP agrees to fully indemnify, defend and hold harmless KCOM against any and all liabilities, claims and costs (including legal costs) arising from any and all claims by any Third Party or End User in connection with the Services. 19.3 The CP shall be liable to KCOM for any acts and omissions of Third Parties relating to the use of the Services.
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INDEMNITY AND UNDERTAKING. 7.11.1 The Tenant hereby indemnifies the Landlord against, and undertakes to pay to the Landlord an amount equal to, any claim proved against the Landlord by anyone for any loss, damage or injury suffered in or on the premises or in consequence of any act or omission by the Tenant or the Tenant’s servants or agents and all costs incurred in respect thereto of whatever nature, specifically, but without deviating from the generality of the aforegoing, the costs incurred in any litigation as and when such costs become due and payable. 7.11.2 The Tenant indemnifies the Landlord, his Agent, employees and servants against any claim of whatever nature, which may be brought against the Landlord, his Agent, employees, and/or servants arising out of any default or negligence of the Tenant.
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INDEMNITY AND UNDERTAKING. 14.1 KCOM’s obligations under this Agreement shall be solely to the CP and except if and to the extent caused by any act and/or omission caused by KCOM the CP agrees to fully indemnify, defend and hold harmless KCOM against any and all liabilities, claims and costs (including legal costs) arising from any and all claims by any Third Party in connection with the Services. 14.2 The CP shall be liable to KCOM for any acts and omissions of Third Parties relating to the use of the Services.
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INDEMNITY AND UNDERTAKING. 23.1 You shall be responsible, and remain responsible, for ensuring that: (a) the Customers comply with Your obligations under this Agreement (so far as applicable), and (b) the terms of Your contracts with Customers are not inconsistent with the terms of this Agreement (so far as applicable) and without limiting the generality of the foregoing You shall be solely responsible for obtaining from each Customer any information, access to premises including, without limitation, the Customer’s Site and other co-operation needed by Us in connection with the provision of the Services. 23.2 Our obligations under this Agreement shall be solely to You and You agree to fully indemnify, defend and hold harmless Us against any and all liabilities, claims and costs (including legal costs) arising from any use or misuse of the Services, including in respect of content uploaded or downloaded, emails sent and received, and materials placed on any web space provided via the Services and any and all claims by any third party, any Customer or any End User in connection with the Services regardless of cause of action. 23.3 You shall be liable to Us for any acts and omissions of third parties relating to the use of the Services.
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INDEMNITY AND UNDERTAKING. In consideration of your acceptance of oral instructions from me over the telephone, fax or implementation of other instructions where transmitted by electronic means in connection with such facilities as may from time to time form part of the Account and Services offered by you in accordance with your policy, I irrevocably and unconditionally agree and undertake to accept the veracity of any such instructions and your implementation of the Account and Services for all purposes whatsoever. I further irrevocably and unconditionally ratify the same and hereby waive any claim against you as a consequence of or in respect of the provision by you of the Account and Services, and not to use, or allow any third party to use the Account and Services on my/our behalf and/or for any fraudulent or unlawful purpose. I confirm that any instructions given by me/us to you using any means may be used as evidence in any court of law or other proceedings of whatsoever nature or in resolving any dispute between us. I further irrevocably and unconditionally agree to indemnify and hold you harmless from and against all liabilities, losses, actions, proceedings, claims, costs, damages and expenses which may be incurred or suffered by you, or made against you, as a consequence of, or in respect of, the provision by you of the Account and the Services. I further agree that you may debit any of my/our accounts with you for all costs, charges, expenses or other amounts which you may incur as a consequence of, or in respect of, the provision of the Account and Services. I agree that you may ignore, or suspend action on, any instructions received from me/us if you, in your absolute discretion, deem it appropriate to do so. I further confirm my understanding that compliance with such instructions and provision of the Services shall be subject to the internal policies of the Bank, which may change from time to time, and the relevant circulars of State Bank of Pakistan. I also confirm that the provision of Account and Services shall also, where relevant and applicable, be governed by the terms and conditions governing my/our existing account with you. I confirm that my / our Mobile Personal Identification Number (MPIN) shall be kept confidential. I shall be liable for any misuse of the same, and agree to indemnify you against all consequences of such misuse. I confirm that all information and data contained in this form is accurate and true and there is no undisclosed material informati...
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INDEMNITY AND UNDERTAKING. Pursuant to the Acquisition Agreement, the Vendor agrees to indemnify and hold harmless the Purchaser and the Broad Park Group from and against (and pay the full amount of) any and all losses which are caused by, result from, arise out of or occur in connection with any material breach by the Vendor of any of the warranties given by the Vendor or any other terms of the Acquisition Agreement. The Vendor also agrees to indemnify and hold harmless the Purchaser and the Broad Park Group from and against (and pay the full amount of) any and all losses which are caused by, result from, arise out of or occur in connection with any lien, mortgage, security interest, charge or encumbrance of any nature whatsoever on the Properties being exercised by the holders of such lien, mortgage, security interest, charge or encumbrance. If the Purchaser receives from the Vendor an amount pursuant to any claim in respect of a breach of any of the warranties given by the Vendor and the Purchaser subsequently recovers from a third party a sum which is referable to such a claim, the Purchaser shall forthwith pay to the Vendor such sum it recovered from the third party (net of any costs incurred by the Purchaser in recovering such sum). The Company is principally engaged in the operation of department stores in the PRC. The Acquisition is expected to further enhance the Company’s influence in the retail market in the PRC as well as to facilitate the Company to lay a good foundation for a new brand and retail roadmap in the PRC. The Directors believe that the Acquisition will further enhance the Group’s department store business and enrich the revenue stream of the Group. The Acquisition will provide an opportunity for the Company to increase its interests in department store business in the northern parts of the PRC. Accordingly, the Directors believe that it is now an opportune time to proceed with the Acquisition which, upon Completion, will further enhance the Group’s strategy of “multiple presences in a single city” in order to increase market share and enjoy economies of scale and synergy effect within the northern region in the PRC. Based on the above reasons, the Directors (excluding the independent non-executive Directors whose views in relation to the Acquisition Agreement will be contained in the relevant circular) consider the Acquisition Agreement to be on normal commercial terms that are fair and reasonable as far as the Shareholders are concerned, and that the transa...
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INDEMNITY AND UNDERTAKING. 7.1 Our obligations under this Agreement shall be solely to You and You agree forthwith to indemnify defend and hold Us harmless against all liabilities claims and costs (including legal costs) arising from any and all claims by any other party in connection with the Services regardless of cause of action save to the extent that You shall show conclusively within a reasonable period of time that any such claim arises solely and directly as a result of a breach of Our obligations under this Contract; and 7.2 You shall be liable to Us for any misuse of the Services by Your employees.
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INDEMNITY AND UNDERTAKING. The undersigned covenants and agrees to indemnify and save harmless the Corporation, its successors and assigns from any and all claims and losses arising as a result of the loss or misplacing of the share certificate[s] referred to above; and if [thatv OR wthose] share certificate[s] [isv OR ware] found, to surrender [itv OR wthem] to the Corporation or its duly authorized representative. — Per: To: DNA GENOTEK INC. (the “Company”) And To: The Directors of the Company The undersigned, «Name_of_Shareholder», hereby assigns and transfers «Shares» Class “A” Common Shares of the Company held by the undersigned to 7924569 Canada Inc., standing in the undersigned’s name on the books of the Company and represented by certificate no. «Certificate» herewith, and hereby irrevocably constitutes and appoints any officer of the Company attorney-in-fact to transfer such shares on the books of the Company with full power of substitution in the premises. Dated effective: , 2011. WITNESS: RE: Notice regarding options granted pursuant to the Company’s Stock Option Plan (such options, the “Options”; such plan, the “Plan”) I, the undersigned, hereby acknowledge that the Company has entered into a support agreement dated as of July 25, 2011 with the Offeror (the “Support Agreement”), pursuant to which the Offeror has offered to acquire all of the issued and outstanding Class “A” common shares of the Company (the “Common Shares”) at a price of CAD$1.6553 per Common Share (the “Offer”). I further understand and acknowledge that, in accordance with the Plan, the Board of Directors may declare all unvested Options which I hold to immediately vest in full and to declare all then unexercised Options which I hold under the Plan to be cancelled, and at such time will automatically be converted into the right to receive, subject to the conditions set forth in Section 2.4 of the Support Agreement, in respect of each such cancelled Option held by me, an amount in cash equal to the amount by which CAD$1.6553 exceeds the applicable exercise price per Common Share for each Common Share issuable under such Option, subject to any amounts required by law to be deducted or withheld from such cash payment and the condition that 10% of such cash payment will be deposited in an escrow fund, as security for breaches of representations and warranties and certain post-closing adjustments relating to the Company’s working capital and debt levels pursuant to the terms of the Support Agreement. DATED t...
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Related to INDEMNITY AND UNDERTAKING

  • Indemnity and Waiver of Claims Except to the extent caused by the negligence or willful misconduct of Landlord or any Landlord Related Parties (defined below), Tenant shall indemnify, defend and hold Landlord and Landlord Related Parties harmless against and from all liabilities, obligations, damages, penalties, claims, actions, costs, charges and expenses, including, without limitation, reasonable attorneys’ fees and other professional fees (if and to the extent permitted by Law) (collectively referred to as “Losses”), which may be imposed upon, incurred by or asserted against Landlord or any of the Landlord Related Parties by any third party and arising out of or in connection with any damage or injury occurring in the Premises or any acts or omissions (including violations of Law) of Tenant, the Tenant Related Parties (defined below) or any of Tenant’s transferees, contractors or licensees. Except to the extent caused by the negligence or willful misconduct of Tenant or any Tenant Related Parties, Landlord shall indemnify, defend and hold Tenant, its trustees, members, principals, beneficiaries, partners, officers, directors, employees and agents (“Tenant Related Parties”) harmless against and from all Losses which may be imposed upon, incurred by or asserted against Tenant or any of the Tenant Related Parties by any third party and arising out of or in connection with the acts or omissions (including violations of Law) of Landlord or the Landlord Related Parties. Tenant hereby waives all claims against and releases Landlord and its trustees, members, principals, beneficiaries, partners, officers, directors, employees, Mortgagees (defined in Section 23) and agents (the “Landlord Related Parties”) from all claims for any injury to or death of persons, damage to property or business loss in any manner related to (a) Force Majeure, (b) acts of third parties, (c) the bursting or leaking of any tank, water closet, drain or other pipe, (d) the inadequacy or failure of any security or protective services, personnel or equipment, or (e) any matter not within the reasonable control of Landlord.

  • Immunity and Indemnification The Trustee shall not incur personal liability of any nature in connection with any act or omission, made in good faith, in the administration of this Trust, or in carrying out any directions by the Grantor or the Agency issued in accordance with this Agreement. The Trustee shall be indemnified and saved harmless by the Grantor or from the Trust Fund, or both, from and against any personal liability to which the Trustee may be subjected by reason of any act or conduct in its official capacity, including all expenses reasonably incurred in its defense in the event the Grantor fails to provide such defense.

  • Indemnity and Expenses In addition to, but not in qualification or limitation of, any similar obligations under other Loan Documents: (a) Debtor will indemnify Secured Party and each of its Affiliates (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the fees, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by Debtor arising out of, in connection with, or as a result of (i) the execution or delivery of this Security Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or (ii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by Debtor, and regardless of whether any Indemnitee is a party thereto. THE FOREGOING INDEMNIFICATION WILL APPLY WHETHER OR NOT SUCH LIABILITIES AND COSTS ARE IN ANY WAY OR TO ANY EXTENT OWED, IN WHOLE OR IN PART, UNDER ANY CLAIM OR THEORY OF STRICT LIABILITY OR CAUSED, IN WHOLE OR IN PART BY ANY NEGLIGENT ACT OR OMISSION OF ANY KIND BY ANY INDEMNITEE, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by Debtor against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if Debtor has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. (b) Debtor will upon demand pay to Secured Party the amount of all reasonable out-of-pocket costs and expenses, including the reasonable fees, charges and disbursements of Secured Party’s counsel and of any experts and agents, that Secured Party may incur in connection with: (i) the preparation, negotiation, execution, delivery and administration of this Security Agreement or any modifications or waivers of the provisions hereof (whether or not the transactions contemplated hereby shall be consummated) of this Security Agreement and the perfection and preservation of this security interest created under this Security Agreement; (ii) the custody, preservation, use or operation of, or the sale of, collection from, or other realization upon, any Collateral; (iii) the exercise or enforcement or protection of any right of Secured Party hereunder; or (iv) the failure by Debtor to perform or observe any of the provisions hereof.

  • Indemnity and Liability Subject to Section 3.1, the Company shall (i) indemnify, exonerate and hold the Service Provider and each of its partners, shareholders, members, affiliates, directors, officers, fiduciaries, managers, controlling persons, employees, independent contractors and agents and each of the partners, shareholders, members, affiliates, directors, officers, fiduciaries, managers, controlling persons, employees, independent contractors and agents of each of the foregoing (collectively, the “Related Parties”) free and harmless from and against any and all actions, causes of action, suits, claims, liabilities, losses, damages and costs and out-of-pocket expenses in connection therewith (including attorneys’ fees and expenses) incurred by the Related Parties or any of them before or after the date of this Agreement (collectively, the “Indemnified Liabilities”), arising out of any action, cause of action, suit, arbitration, investigation or claim arising out of, or in any way relating to, (i) this Agreement, any transaction to which the Company is a party or any other circumstances with respect to the Company or (ii) the operations of, or the Services or Office Space provided by the Service Provider to, the Company, or any of its affiliates from time to time; provided, however, that the foregoing indemnification rights will not be available to the extent that any such Indemnified Liabilities arose on account of such Indemnitee’s gross negligence or willful misconduct; and provided, further, that if and to the extent that the foregoing undertaking may be unavailable or unenforceable for any reason, the Company hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. For purposes of this Section 5.1, none of the circumstances described in the limitations contained in the two provisos in the immediately preceding sentence will be deemed to apply absent a final non-appealable judgment of a court of competent jurisdiction to such effect, in which case to the extent any such limitation is so determined to apply to any Indemnitee as to any previously advanced indemnity payments made by the Company, then such payments will be promptly repaid by such Indemnitee to the Company without interest. The rights of any Indemnitee to indemnification hereunder will be in addition to any other rights any such person may have under any other agreement or instrument to which such Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulation.

  • Indemnity and Limitation of Liability (I) The IPTV Operator shall without any limitations as to time period or amounts keep and hold ZEEL and its Affiliates, officers, directors, employees and agents fully indemnified and harmless against all claims, suits, actions, proceedings, causes of action, damages, awards, liabilities, costs and/or expenses of any kind (including reasonable attorney’s fees) arising out of any misrepresentation or fraud committed by the IPTV Operator, or actual or threatened breach of any terms of this Agreement by the IPTV Operator (including but not limited to breach of any representation and warranty provided by the IPTV Operator to ZEEL). (II) It is expressly understood and agreed between the Parties that ZEEL shall have no liability or obligation whatsoever under this Agreement, towards the IPTV Operator, the Subscribers or any other person or Governmental Authority, arising from and/or in respect of: (a) any defect in any Equipment (including without limitation IRDs / Viewing Cards) attributable to or resulting from any unauthorized/improper use, tampering, negligence or failure to follow ZEEL's instruction, or any use of the Equipment with any apparatus or Equipment not authorized by ZEEL, in which event ZEEL shall not be under any obligation to provide IPTV Operator with any other Equipment; (b) any inaction or default on the part of the IPTV Operator, its distributor or installer; (c) any delay or failure in the performance of this Agreement caused by any reason or event beyond the control of ZEEL; (d) deactivation, disconnection, interruption of the Zee Group Channels or termination of this Agreement by ZEEL in accordance with the terms of this Agreement for any reason whatsoever (including without limitation on account of non-payment of Subscription Fee by the IPTV Operator or on account of any other breach of this Agreement by the IPTV Operator); or (e) failure on the part of the IPTV Operator to maintain the licenses and approvals required under applicable Law. (III) The IPTV Operator undertakes that it shall be solely responsible for dealings with the Subscribers and shall be liable for any claims, actions, demands or proceedings by the Subscribers arising out of the actions or omissions of IPTV Operator. Nothing in this Agreement or the contract(s) executed between the Subscriber and the IPTV Operator shall entitle the Subscriber to receive the Zee Group Channels from ZEEL or create any direct relationship between the Subscriber and ZEEL. (IV) ZEEL shall not be liable to the IPTV Operator, any Subscriber or to any other Person, whether under contract, tort or otherwise, for any indirect, special, incidental or consequential damages or for any lost profits, business, revenues or goodwill arising out of or in connection with this Agreement or the provision of the Channels or inability to provide the same whether or not due to suspension, interruption or termination of the Channels or for any inconvenience, disappointment due to deprival of any programme or information whether attributable to any negligent act or omission or otherwise. (V) Without prejudice to the foregoing, the maximum aggregate liability of ZEEL for proven and awarded direct damages or losses that may arise out of or in connection with this Agreement shall not exceed the Subscription Fees under this Agreement paid by the IPTV Operator to ZEEL in any given Financial Year.

  • Indemnity Agreement The Indemnity Agreement Regarding Hazardous Materials made by the Borrower and Guarantors, in favor of the Agent and the Lenders, as the same may be modified, amended or ratified, pursuant to which each of the Borrower and the Guarantors agrees to indemnify the Agent and the Lenders with respect to Hazardous Substances and Environmental Laws.

  • INDEMNIFICATION AND HOLD HARMLESS AGREEMENT With respect to any liability, including but not limited to claims asserted or costs, losses, or payments for injury to any person or property caused or claimed to be caused by the acts or omissions of the Consultant, or Consultant's employees, agents, and officers, arising out of any services performed under this Agreement, the Consultant agrees to defend, indemnify, protect, and hold harmless the City, its agents, officers, and employees from and against all liability. Also covered is liability arising from, connected with, caused by, or claimed to be caused by the passive negligent acts or omissions of the City, its agents, officers, or employees which may be in combination with the active or passive negligent acts or omissions of the Consultant, its employees, agents or officers, or any third party. The Consultant's duty to defend, indemnify, protect and hold harmless shall not include any claims or liabilities arising from the active or sole negligence or sole willful misconduct of the City, its agents, officers or employees.

  • Limitation of Liability and Indemnification State Street shall be held to a standard of reasonable care in carrying out its duties under this Agreement. State Street shall be responsible for the performance of only such duties as are set forth in this Agreement and, except as otherwise provided under Section XVI, shall have no responsibility for the actions or activities of any other party, including other service providers. State Street shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless caused by or resulting from the negligence, reckless misconduct, willful malfeasance or lack of good faith of State Street, its officers or employees and, in such event, such liability will be subject to the limitations set forth in Section XIII herein. STATE STREET SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES) IN ANY WAY DUE TO THE TRUST’S USE OF THE SERVICES DESCRIBED HEREIN OR THE PERFORMANCE OF OR FAILURE TO PERFORM STATE STREET’S OBLIGATIONS UNDER THIS AGREEMENT. This disclaimer applies without limitation to claims regardless of the form of action, whether in contract (including negligence), strict liability, or otherwise and regardless of whether such damages are foreseeable. The Trust, or, if applicable, the relevant Portfolio, will indemnify and hold harmless State Street and its stockholders, directors, officers, employees, agents, and representatives (collectively, the “Trust Indemnified Persons”) for, and will pay to the Trust Indemnified Persons the amount of, any actual and direct damages, whether or not involving a third-party claim (collectively, the “Damages”), arising from or in connection with (i) any act or omission by State Street (or any of its affiliates) pursuant to this Agreement which does not constitute negligence, reckless misconduct, willful malfeasance or lack of good faith in fulfilling the terms and obligations of this Agreement, (ii) any act or omission by the Trust (or any of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement, or (iii) any act or omission by the Trust (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of this Agreement. The remedies provided in this paragraph are not exclusive of or limit any other remedies that may be available to State Street or any other Trust Indemnified Person. State Street will indemnify and hold harmless the Trust, and its respective shareholders, trustees, directors, officers, agents, and representatives (collectively, the “State Street Indemnified Persons”) for, and will pay to the State Street Indemnified Persons the amount of, any Damages, arising from or in connection with (i) any act or omission by State Street (or any of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement or (ii) any act or omission by State Street (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of this Agreement; provided, however, that State Street shall not be required to provide indemnification for damages arising from errors caused by inaccurate prices received from independent pricing services and reasonably relied upon by State Street. In the event that State Street is required to provide indemnification under this Section XII, its liability shall be limited as described under Section XIII below. The remedies provided in this paragraph are not exclusive of or limit any other remedies that may be available to the Trust or any other State Street Indemnified Person. The indemnification and limitation of liability contained herein shall survive the termination of this Agreement.

  • Liability and Indemnification A. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract), the Sub-Adviser shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys fees) incurred or suffered by the Portfolio(s), the Trust or the Adviser as a result of any error of judgment, mistake of law, or other action or omission by the Sub-Adviser; provided, however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser for, and the Sub-Adviser shall indemnify and hold harmless the Adviser and the Trust, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the Securities Act, the Investment Company Act, the Advisers Act or any other statute, or at common law or otherwise, arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Portfolio(s), the Trust or the Adviser, or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees (as defined below) for use therein. B. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract), the Adviser shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys fees) incurred or suffered by the Sub-Adviser as a result of any error of judgment, mistake of law, or other action or omission by the Adviser; provided, however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser for, and the Adviser shall indemnify and hold harmless the Sub-Adviser, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Sub-Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Sub-Adviser Indemnitees may become subject under the Securities Act, the Investment Company Act, the Advisers Act or any other statute, or at common law or otherwise, arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Portfolio(s), the Trust or the Adviser, or the omission to state therein a material fact known to the Adviser that was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees.

  • Exclusion of Liability and Indemnity 7.1 Nothing in this clause 7 shall restrict or exclude liability of HKEX-IS or the Licensee in respect of death or personal injury resulting from negligence. 7.2 Subject to the foregoing, none of HKEX-IS, the Exchanges, any other member of the HKEX Group or any of their directors, officers, employees or agents shall be liable to the Licensee or any person claiming through the Licensee in respect of consequential, economic or any other loss or damage arising from any act or omission, mistake, delay, interruption, arising from or in connection with (a) the collection, use or transmission of the Information by or to the Licensee or (b) the Information being inaccurate, incomplete or otherwise misleading or (c) any other services to be provided by them pursuant to this Agreement, except to the extent of the wilful default, gross negligence or fraud of HKEX-IS, the Exchanges or any other member of the HKEX Group. Further the Licensee undertakes not to institute or attempt or threaten to institute any proceedings in any jurisdiction in or outside Hong Kong against HKEX-IS, the Exchanges, any other member of the HKEX Group or any of their directors, officers, employees or agents for recovery of any of the aforesaid loss suffered by the Licensee or by any other person or otherwise to maintain any claim against HKEX-IS, the Exchanges, any member of the HKEX Group or any of their directors, officers, employees or agents for or in respect of any of the aforesaid loss, provided that the Licensee shall not be precluded from instituting proceedings in the event of the wilful default, gross negligence or fraud of HKEX-IS, the Exchanges or any other member of the HKEX Group. 7.3 Subject to clause 7.1, the Licensee shall at all times hereafter indemnify and keep HKEX-IS, the Exchanges, all other members of the HKEX Group and all of their directors, officers, employees or agents effectively indemnified on demand against and in respect of all liabilities, economic or other losses, damages, costs, claims, suits, demands, fees and expenses of whatsoever nature which may be incurred by HKEX-IS, the Exchanges, any other member of the HKEX Group or any of their directors, officers, employees or agents towards or in relation to any person or which may be taken, made or claimed against HKEX-IS, the Exchanges, any other member of the HKEX Group or any of their directors, officers, employees or agents by any person as a result of or in connection with or arising out of any act, omission, mistake, delay or interruption, on the part of the Licensee, or on the part of HKEX-IS, the Exchanges, any other member of the HKEX Group or any of their directors, officers, employees or agents in relation to this Agreement, including (without prejudice to the generality of the foregoing) acts or omissions in respect of or in connection with or arising out of the collection, use or transmission of the Information by or to the Licensee or arising from the Information being inaccurate, incomplete or otherwise misleading, except to the extent of the wilful default, gross negligence or fraud of HKEX-IS, the Exchanges, any other member of the HKEX Group or any of their directors, officers, employees or agents. 7.4 The Licensee agrees to the exclusion of liability and indemnity under this clause 7 in favour of HKEX- IS, the Exchanges, other members of the HKEX Group and any of their directors, officers, employees or agents in consideration of the Exchanges consenting to HKEX-IS entering into this Agreement. For 7.5 HKEX-IS shall not be obliged to procure the supply of Third Party Content nor shall it ensure the accuracy, timeliness, reliability and completeness of any Third Party Content.

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