Wholesaler Indemnification Sample Clauses

Wholesaler Indemnification. Star2Star shall indemnify, defend and hold Wholesaler and its employees, members, officers, directors, representatives, and agents (collectively, "Wholesaler Indemnitees") harmless from and against all Losses arising out of any Claim asserted against any Wholesaler Indemnitee arising out of any Claim for damages to tangible property, intangible property, or bodily injury to or death of any person, including, but not limited to, Subscribers and employees of Wholesaler (including payment under any workers' compensation law or any plan for employee disability and death benefits) which may arise out of or be caused by the gross negligence or intentional act or omission of Star2Star or any of its employees, members, officers, directors.
Sample 1
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Wholesaler Indemnification. Logically shall indemnify, defend and hold Wholesaler and its employees, members, officers, directors, representatives, and agents (collectively, "Wholesaler Indemnitees") harmless from and against all Losses arising out of any Claim asserted against any Wholesaler Indemnitee arising out of any Claim for damages to tangible property, intangible property, or bodily injury to or death of any person, including, but not limited to, Customers and employees of Wholesaler (including payment under any workers' compensation law or any plan for employee disability and death benefits) which may arise out of or be caused by the gross negligence or intentional act or omission of Logically or any of its employees, members, officers, directors.
Sample 1
Wholesaler Indemnification. Sangoma shall indemnify, defend and hold Wholesaler and its employees, members, officers, directors, representatives, and agents (collectively, "Wholesaler Indemnitees") harmless from and against all Losses arising out of any Claim asserted against any Wholesaler Indemnitee arising out of any Claim for damages to tangible property, intangible property, or bodily injury to or death of any person, including, but not limited to, Subscribers and employees of Wholesaler (including payment under any workers' compensation law or any plan for employee disability and death benefits) which may arise out of or be caused by the gross negligence or intentional act or omission of Sangoma or any of its employees, members, officers, directors.
Sample 1

Related to Wholesaler Indemnification

  • 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.

  • INSURANCE/INDEMNIFICATION A. The School agrees to provide the following proof of insurance:

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