Participant Indemnification Sample Clauses

Participant Indemnification. 17 10.2 Limitation................................................................................ 17 10.3 Survival.................................................................................. 17 11 DEFAULT OF PARTICIPANT; REMEDIES; OTHER RIGHTS OF AMERICAN........................................... 18
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Participant Indemnification. Participant shall indemnify --------------------------- and hold harmless American, as well as American's parent company, subsidiaries, licensees and Affiliates and their officers, shareholders, directors, employees and agents (herein collectively referred to as "American Indemnified Parties") from and against any and all Losses incurred by, borne by or asserted against any of the American Indemnified Parties arising out of or resulting from (i) Participant's performance, failure to perform or improper performance of this Agreement, (ii) breach of any representation or warranty of Participant contained herein, (iii) the marketing, sale or use of Participant's Product or Service, (iv) any claim that any permitted use hereunder by American of any Participant trademark or name infringes on any existing copyright, trademark or property right of any Person, (v) any claims or statements made by Participant in its advertising or promotional activities that are in conflict, or inconsistent, with the terms of this Agreement or fail to comply with Applicable Law, or (vi) any Program Sponsor's purchase or use of Netcentives Points. American will inform Participant promptly after American receives notice of any claim with respect to which indemnity hereunder is asserted and will grant to Participant the right to control, and will cooperate with Participant in, the defense of such claim.
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Participant Indemnification. Participant will indemnify, defend, and hold harmless QCorp and its respective trustees, directors, employees, agents, subcontractors, and members (“QCorp Indemnitees”) from any liability, damage, loss, or expense (including reasonable attorneys’ fees and expenses of litigation) incurred by or imposed upon the QCorp Indemnitees or any one of them in connection with any claims, suits, actions, demands, or judgments arising out of or connected with this Agreement or the Services provided under this Agreement, except to the extent that the liability is due to the gross negligence and willful misconduct of QCorp. QCorp will promptly notify Participant of any claim and will cooperate with Participant in the defense of the claim.
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Participant Indemnification. Participant agrees to indemnify, save and hold harmless NASS and its Vendor from and against any and all third-Party claims, costs and expenses (including attorneys’ fees and expenses), demands, actions and liabilities of every kind and character whatsoever arising or resulting in any way from Participant’s or its designees submission of data to the Registry, use of data obtained through the Registry, breach of its obligations under this Agreement, or violation of applicable law, absent the gross negligence or willful misconduct of NASS or its Vendor, respectively. All of the foregoing rights of indemnification shall apply to any expenses incurred by NASS and its Vendor in defending themselves, respectively, against claims of gross negligence or willful misconduct unless a court of competent jurisdiction concludes in a final judgment that such Party seeking indemnification has committed gross negligence or willful misconduct.
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Participant Indemnification. Participant will indemnify, defend, and hold harmless Comagine Health and its respective trustees, directors, employees, agents, subcontractors, and members (“Comagine Health Indemnitees”) from any liability, damage, loss, or expense (including reasonable attorneys’ fees and expenses of litigation) incurred by or imposed upon the Comagine Health Indemnitees or any one of them in connection with any claims, suits, actions, demands, or judgments arising out of or connected with this Agreement or the Services provided under this Agreement, except to the extent that the liability is due to the gross negligence and willful misconduct of Comagine Health. Comagine Health will promptly notify Participant of any claim and will cooperate with Participant in the defense of the claim. Survival. The provisions of this Section 15 will survive termination of this Agreement.
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Participant Indemnification. Participant agrees to indemnify Lead, on demand, for and against any and all claims, demands, liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements (including fees and disbursements of counsel) of any kind or nature whatsoever which may be incurred by Lead with respect to this Agreement caused by the intentional misconduct or gross negligence of Participant.
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Participant Indemnification. To the greatest extent permitted by law, Participant agrees to indemnify, defend, hold harmless and release PGE, its affiliates, officers, employees and representatives from all claims, demands, losses, damages, costs, expenses and liability (legal, contractual or otherwise), that arise from or are in any way connected with: (a) any breach of the representations, warranties, covenants, or obligations of Participant under this Agreement,
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Participant Indemnification. To the greatest extent permitted by law, Participant agrees to indemnify, defend, hold harmless and release PGE, its affiliates, officers, employees and representatives from all claims, demands, losses, damages, costs, expenses and liability (legal, contractual or otherwise), that arise from or are in any way connected with: (a) any breach of the representations, warranties, covenants, or obligations of Participant under this Agreement, (b) any act or omission of Participant, whether based upon Participant’s negligence, strict liability, or otherwise, in connection with the performance of this Agreement, or (c) any third-party claims of any kind, whether based upon negligence, strict liability, or otherwise, arising out of or connected in any way to Participant’s performance or nonperformance under this Agreement. This indemnification obligation shall not apply to the extent that such injury, loss, or damage is caused by the sole negligence or willful misconduct of PGE. The indemnification obligations of Participant shall survive the expiration, cancellation, or termination of this Agreement.
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Related to Participant Indemnification

  • Compensation, Reimbursement and Indemnification The Company agrees:

  • Exculpation; Indemnification Notwithstanding any other provisions of this Agreement, whether express or implied, or any obligation or duty at law or in equity, neither the Sole Member, nor any officers, directors, stockholders, partners, employees, affiliates, representatives or agents of the Sole Member, or any manager, officer, employee, representative or agent of the Company (individually, a “Covered Person” and, collectively, the “Covered Persons”) shall be liable to the Company or any other person for any act or omission (in relation to the Company, its property or the conduct of its business or affairs, this Agreement, any related document or any transaction or investment contemplated hereby or thereby) taken or omitted by a Covered Person in the reasonable belief that such act or omission is in or is not contrary to the best interests of the Company and is within the scope of authority granted to such Covered Person by the Company, provided such act or omission does not constitute fraud, willful misconduct, bad faith or gross negligence. To the fullest extent permitted by law, the Company shall indemnify and hold harmless each Covered Person from and against any and all civil, criminal, administrative or investigative losses, claims, demands, liabilities, expenses, judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings (“Claims”), in which the Covered Person may be involved, or threatened to be involved, as a party or otherwise, by reason of its management of the affairs of the Company or which relates to or arises out of the Company or its property, business or affairs. A Covered Person shall not be entitled to indemnification under this Section 11 with respect to (i) any Claim with respect to which such Covered Person has engaged in fraud, willful misconduct, bad faith or gross negligence or (ii) any Claim initiated by such Covered Person unless such Claim (or part thereof) (A) was brought to enforce such Covered Person’s rights to indemnification hereunder or (B) was authorized or consented to by the Board or the Sole Member. Expenses incurred by a Covered Person in defending any Claim shall be paid by the Company in advance of the final disposition of such Claim upon receipt by the Company of an undertaking by or on behalf of such Covered Person to repay such amount if it shall be ultimately determined that such Covered Person is not entitled to be indemnified by the Company as authorized by this Section 11.

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

  • Unlawful Indemnification To indemnify the Indemnitee if a final decision by a court having jurisdiction in the matter shall determine that such indemnification is not lawful. In this respect, the Company and the Indemnitee have been advised that the Securities and Exchange Commission takes the position that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication.

  • Compensation and Indemnification The Company agrees promptly to pay the Warrant Agent the compensation to be agreed upon with the Company for all services rendered by the Warrant Agent and to reimburse the Warrant Agent for reasonable out-of-pocket expenses (including reasonable counsel fees) incurred without negligence, bad faith or willful misconduct by the Warrant Agent in connection with the services rendered hereunder by the Warrant Agent. The Company also agrees to indemnify the Warrant Agent for, and to hold it harmless against, any loss, liability or expense incurred without negligence, bad faith or willful misconduct on the part of the Warrant Agent, arising out of or in connection with its acting as Warrant Agent hereunder, including the reasonable costs and expenses of defending against any claim of such liability.

  • MLV Indemnification MLV agrees to indemnify and hold harmless the Company and its directors and each officer of the Company who signed the Registration Statement, and each person, if any, who (i) controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act or (ii) is controlled by or is under common control with the Company against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 11(a), as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendments thereto) or in any related Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with information relating to MLV and furnished to the Company in writing by MLV expressly for use therein.

  • 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.

  • Mandatory Indemnification; Indemnification as a Witness (i) To the extent that Indemnitee shall have been successful on the merits or otherwise in defense of any Claim relating to an Indemnifiable Event or any portion thereof or in defense of any issue or matter therein, including without limitation dismissal without prejudice, Indemnitee shall be indemnified against all Losses relating to such Claim in accordance with Section 2 to the fullest extent allowable by law, and no Standard of Conduct Determination (as defined in Section 8(b)) shall be required.

  • Third Party Indemnification The Company hereby acknowledges that Indemnitee has or may from time to time obtain certain rights to indemnification, advancement of expenses and/or insurance provided by one or more third parties (collectively, the “Third-Party Indemnitors”). The Company hereby agrees that it is the indemnitor of first resort (i.e., its obligations to Indemnitee are primary and any obligation of the Third-Party Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by Indemnitee are secondary), and that the Company will not assert that the Indemnitee must seek expense advancement or reimbursement, or indemnification, from any Third-Party Indemnitor before the Company must perform its expense advancement and reimbursement, and indemnification obligations, under this Agreement. No advancement or payment by the Third-Party Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Company shall affect the foregoing. The Third-Party Indemnitors shall be subrogated to the extent of such advancement or payment to all of the rights of recovery which Indemnitee would have had against the Company if the Third-Party Indemnitors had not advanced or paid any amount to or on behalf of Indemnitee. If for any reason a court of competent jurisdiction determines that the Third-Party Indemnitors are not entitled to the subrogation rights described in the preceding sentence, the Third-Party Indemnitors shall have a right of contribution by the Company to the Third-Party Indemnitors with respect to any advance or payment by the Third-Party Indemnitors to or on behalf of the Indemnitee.

  • Xxxxx Indemnification Xxxxx agrees to indemnify and hold harmless the Company and its directors and each officer of the Company that signed the Registration Statement, and each person, if any, who (i) controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act or (ii) is controlled by or is under common control with the Company against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a), as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendments thereto) or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Agent’s Information.

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