Indemnity to the Bank Sample Clauses

Indemnity to the Bank. The Company shall indemnify the Bank against any loss or liability incurred by the Bank as a result of any of the following:
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Indemnity to the Bank. The Client agrees to indemnify the Bank, its branches and subsidiaries and Specified Sub-Custodians and hold the Bank, its branches and subsidiaries and Specified Sub-Custodians harmless from all losses, costs, damages and out-of-pocket expenses (including, but not limited to, attorney’s fees, legal expenses, and taxes and duties) and liabilities for any Loss, of any kind, incurred by the Bank, its branches and subsidiaries and Specified Sub-Custodians arising out of the performance of the Services under this Agreement. For the avoidance of doubt and in no way limiting the foregoing, this indemnity shall cover all Losses which the Bank may suffer or incur arising out of or having any connection with (i) any deficiencies caused by the transfer to the Bank of any custody services previously carried out by another custodian and failing of the previous custodian of the Client, (ii) executing the Client’s Instructions through third parties (including agents and Sub Custodians reasonably selected by the Bank) requested or approved by the Client, or (iii) Client’s breach of this Agreement.
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Indemnity to the Bank. The Fund agrees to indemnify the Bank, its branches and subsidiaries and Specified Sub-Custodians and hold the Bank, its branches and subsidiaries and Specified Sub-Custodians harmless from all losses, costs, damages and out-of-pocket expenses (including, but not limited to, attorney’s fees legal expenses and taxes and duties) and liabilities for any Loss, of any kind, incurred by the Bank, its branches and subsidiaries and Specified Sub-Custodians arising out of the performance of the Services under this Agreement with respect to the Fund for any action taken or omitted by the Bank, its branches and subsidiaries, or any Specified Sub-Custodian in good faith without negligence. For the avoidance of doubt and in no way limiting the foregoing, this indemnity shall cover all Losses which the Bank may suffer or incur (i) in rendering services as provided in this Agreement, (ii) in executing the Fund's Instructions through third parties (including Agents and subcustodians reasonably selected by the Bank) as permitted by this Agreement, (iii) as described in Section 5(C) herein; (iv) in connection with Fund's breach of this Agreement, unless the Loss is resulting from the negligence or willful misconduct of the Bank; or (v) any Loss caused by or resulting from the transfer to the Bank of any custody services previously carried out by another custodian and failing of the previous custodian of the Fund.
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Related to Indemnity to the Bank

  • Indemnity to the Agent The Borrower shall promptly indemnify the Agent against any cost, loss or liability incurred by the Agent (acting reasonably) as a result of:

  • Indemnity to the Facility Agent The Borrower shall promptly indemnify the Facility Agent against any cost, loss or liability incurred by the Facility Agent (acting reasonably) as a result of:

  • Indemnity to the Security Agent (a) Each Obligor shall promptly indemnify the Security Agent and every Receiver and Delegate against any cost, loss or liability incurred by any of them as a result of:

  • Lenders’ indemnity to the Agent Each Lender shall (in proportion to its share of the Total Commitments or, if the Total Commitments are then zero, to its share of the Total Commitments immediately prior to their reduction to zero) indemnify the Agent, within three Business Days of demand, against any cost, loss or liability incurred by the Agent (otherwise than by reason of the Agent’s gross negligence or wilful misconduct) in acting as Agent under the Finance Documents (unless the Agent has been reimbursed by an Obligor pursuant to a Finance Document).

  • INDEMNIFICATION, LITIGATION The Company will indemnify the Executive to the fullest extent permitted by the laws of the state of incorporation in effect at that time, or certificate of incorporation and by-laws of the Company whichever affords the greater protection to the Executive. The Executive will be entitled to any insurance proceeds related to any award, or any fees or expenses incurred in connection with any action, suit or proceeding to which he may be made a party by reason of being a director or officer of the Company.

  • INSURANCE COMPANY NOT A PARTY TO THIS AGREEMENT The Insurer shall not be deemed a party to this Agreement, but will respect the rights of the parties as herein developed upon receiving an executed copy of this Agreement. Payment or other performance in accordance with the policy provisions shall fully discharge the Insurer from any and all liability.

  • Indemnification Notice Each party entitled to indemnification under this Section 5 (the "Indemnified Party") shall give notice to the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party's expense; provided, however, that an Indemnified Party (together with all other Indemnified Parties which may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the reasonable fees and expenses of such counsel to be paid by the Indemnifying Party, if representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between such Indemnified Party and any other party represented by such counsel in such proceeding. The failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 5 unless the failure to give such notice is materially prejudicial to an Indemnifying Party's ability to defend such action. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party (not to be unreasonably withheld), consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation.

  • Indemnity to be Provided If the Trust requests the Custodian to take any action with respect to Securities, which may, in the opinion of the Custodian, result in the Custodian or its nominee becoming liable for the payment of money or incurring liability of some other form, the Custodian shall not be required to take such action until the Trust shall have provided indemnity therefor to the Custodian in an amount and form satisfactory to the Custodian.

  • Indemnification of the Bank The Borrower agrees to indemnify, defend and hold the Bank, its parent companies, Subsidiaries, Affiliates, their respective successors and assigns and each of their respective shareholders, directors, officers, employees and agents (collectively, the "Indemnified Persons") harmless from any and against any and all loss, liability, obligation, damage, penalty, judgment, claim, deficiency, expense, interest, penalties, attorneys' fees (including the fees and expenses of any attorneys engaged by the Indemnified Person) and amounts paid in settlement ("Claims") to which any Indemnified Person may become subject arising out of or relating to the Credit Facilities, the Liabilities under this agreement or any other Related Documents or the Collateral, except to the limited extent that the Claims are proximately caused by the Indemnified Person's gross negligence or willful misconduct. The indemnification provided for in this paragraph shall survive the termination of this agreement and shall not be affected by the presence, absence or amount of or the payment or nonpayment of any claim under, any insurance.

  • Indemnification of Parent The Services Manager unconditionally agrees to indemnify, defend and hold harmless Parent and its subsidiaries and their Affiliates, directors, officers, employees, agents, successors and permitted assigns (the “Parent Indemnitees”), from and against, and pay or reimburse such parties for, any losses, claims, liabilities, damages, deficiencies, costs or expenses of any type which they may incur from any breach of, or failure to perform, any covenant or obligation of the Services Manager contained in this Agreement, unless (i) a court or arbitral panel of appropriate jurisdiction shall have determined by a final judgment that is not subject to appeal such losses, claims, liabilities, damages, costs or expenses are as a result of fraud, dishonesty, gross negligence or wilful misconduct of any of the Parent Indemnitees or (ii) such Parent Indemnitees shall have settled such losses, claims, liabilities, damages, costs or expenses without the consent of the Services Manager (such consent not to be unreasonably withheld or delayed).

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