TPA Indemnification Sample Clauses

TPA Indemnification. The Plan Sponsor will indemnify, defend, save, and hold the TPA harmless from and against any and all claims, suits, actions, liabilities, losses, penalties or damages, including court costs and attorneys’ fees, to the extent that such claims, losses, liabilities, damages and expenses are caused by the gross negligence, malfeasance or criminal acts or omissions of the Plan Sponsor, its agents or employees, in the performance of its duties under this Agreement and in those situations under Section 7 where the TPA is exculpated from liability.
Sample 1
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Related to TPA Indemnification

  • Indemnification In the event any Registrable Securities are included in a Registration Statement under this Agreement:

  • Limitation of Liability No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.

  • Indemnity The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct or bad faith. The Company agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, costs and reasonable counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement, except as a result of the Warrant Agent’s gross negligence, willful misconduct or bad faith.

  • Survival The representations and warranties contained herein shall survive the Closing and the delivery of the Securities.

  • ATTORNEYS’ FEES In the event of any dispute between the parties concerning the terms and provisions of this Warrant, the party prevailing in such dispute shall be entitled to collect from the other party all costs incurred in such dispute, including reasonable attorneys’ fees.

  • Warranties a. The Investor(s) makes the following representations and warranties to Escrow Agent:

  • No Third-Party Beneficiaries This Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other person.

  • Liability 1. The parties agree that any data subject, who has suffered damage as a result of any breach of the obligations referred to in Clause 3 or in Clause 11 by any party or subprocessor is entitled to receive compensation from the data exporter for the damage suffered.

  • Expenses All costs and expenses incurred in connection with this Agreement shall be paid by the party incurring such cost or expense.

  • Confidentiality (a) Subject to Section 7.15(c), during the Term and for a period of three

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