Common use of Xxxxxx Indemnity Clause in Contracts

Xxxxxx Indemnity. Xxxxxx shall indemnify, defend and hold harmless Broadridge and its Affiliates and its and their respective directors, officers, employees, agents, successors and permitted assigns (“Ridge Indemnitees”) from and against any and all Losses incurred by Ridge Indemnitees arising out of or resulting from any third-party claims related to: (i) Data or information provided by Xxxxxx or Client so long as such claims relate to the data or information at the time they were initially provided to Broadridge or Ridge by Xxxxxx or Client and in the form they were initially provided to Broadridge or Ridge by Xxxxxx or Client; (ii) Xxxxxx or Client’s failure to comply with any Client Laws; (iii) physical injury to persons or tangible personal property caused by the fault or negligence of Xxxxxx’x or Client’s officers, employees, agents or representatives; (iv) any Customer Dispute (as defined below) with respect to the Services, except to the extent that such Customer Dispute arise from (a) Broadridge or Ridge’s gross negligence, willful misconduct or fraud; (b) a Ridge operational error for which Ridge is responsible under Section 15.B (Historical Losses) (below); (c) a claim for which Xxxxxx or Client is indemnified under Section 14.A (Ridge Indemnity); or (d) a matter that would give rise to an indemnification obligation of Broadridge or Ridge under the Asset Purchase Agreement. For purposes of the forgoing, a “Customer Dispute” shall mean any error, controversy, dispute or discrepancy between Xxxxxx or Client and any of its Customers, any Customers’ accounts, any counterparty to a transaction by Xxxxxx or Client, and any of its correspondents or any of their Customers or related to the Customers or any Customers accounts or clearing broker proprietary accounts;

Xxxxxx Indemnity. Xxxxxx shall indemnify, defend and hold harmless Broadridge and its Affiliates and its and their respective directors, officers, employees, agents, successors and permitted assigns (“Ridge Indemnitees”) from and against any and all Losses incurred by Ridge Indemnitees arising out of or resulting from any third-party claims related to: (i) Data or information provided by Xxxxxx or Client so long as such claims relate to the data or information at the time they were initially provided to Broadridge or Ridge by Xxxxxx or Client and in the form they were initially provided to Broadridge or Ridge by Xxxxxx or Client; ; (ii) Xxxxxx or Client’s failure to comply with any Client Laws; (iii) physical injury to persons or tangible personal property caused by the fault or negligence of Xxxxxx’x or Client’s officers, employees, agents or representatives; (iv) any Customer Dispute (as defined below) with respect to the Services, except to the extent that such Customer Dispute arise from (a) Broadridge or Ridge’s gross negligence, willful misconduct or fraud; (b) a Ridge operational error for which Ridge is responsible under Section 15.B (Historical Losses) (below); (c) a claim matter for which Xxxxxx or Client is indemnified under Section 14.A (Ridge Indemnity); or (d) a matter that would give rise to an indemnification obligation of Broadridge or Ridge under the Asset Purchase Agreement. For purposes of the forgoing, a “Customer Dispute” shall mean any error, controversy, dispute or discrepancy between Xxxxxx or Client and any of its Customers, any Customers’ accounts, any counterparty to a transaction by Xxxxxx or Client, and any of its correspondents or any of their Customers or related to the Customers or any Customers accounts or clearing broker proprietary accounts;

Xxxxxx Indemnity. Xxxxxx shall indemnify, defend and hold harmless Broadridge and its Affiliates and its and their respective directors, officers, employees, agents, successors and permitted assigns (“Ridge Indemnitees”) from and against any and all Losses incurred by Ridge Indemnitees arising out of or resulting from any third-party claims related to: (i) Data or information provided by Xxxxxx or Client so long as such claims relate to the data or information at the time they were initially provided to Broadridge or Ridge by Xxxxxx or Client and in the form they were initially provided to Broadridge or Ridge by Xxxxxx or Client; ; (ii) Xxxxxx or Client’s failure to comply with any Client Laws; (iii) physical injury to persons or tangible personal property caused by the fault or negligence of Xxxxxx’x or Client’s officers, employees, agents or representatives; (iv) any Customer Dispute (as defined below) with respect to the Services, except to the extent that such Customer Dispute arise from (a) Broadridge or Ridge’s gross negligence, willful misconduct or fraud; (b) a Ridge operational error for which Ridge is responsible under Section 15.B (Historical Losses) (below)[****]; (c) a claim matter for which Xxxxxx or Client is indemnified under Section 14.A (Ridge Indemnity); or (d) a matter that would give rise to an indemnification obligation of Broadridge or Ridge under the Asset Purchase Agreement. For purposes of the forgoing, a “Customer Dispute” shall mean any error, controversy, dispute or discrepancy between Xxxxxx or Client and any of its Customers, any Customers’ accounts, any counterparty to a transaction by Xxxxxx or Client, and any of its correspondents or any of their Customers or related to the Customers or any Customers accounts or clearing broker proprietary accounts;

Xxxxxx Indemnity. Xxxxxx Pxxxxx shall indemnify, defend and hold harmless Broadridge and its Affiliates and its and their respective directors, officers, employees, agents, successors and permitted assigns (“Ridge Indemnitees”) from and against any and all Losses incurred by Ridge Indemnitees arising out of or resulting from any third-party claims related to: (i) Data or information provided by Xxxxxx Pxxxxx or Client so long as such claims relate to the data or information at the time they were initially provided to Broadridge or Ridge by Xxxxxx Pxxxxx or Client and in the form they were initially provided to Broadridge or Ridge by Xxxxxx Pxxxxx or Client; ; (ii) Xxxxxx Pxxxxx or Client’s failure to comply with any Client Laws; (iii) physical injury to persons or tangible personal property caused by the fault or negligence of Xxxxxx’x Pxxxxx’x or Client’s officers, employees, agents or representatives; (iv) any Customer Dispute (as defined below) with respect to the Services, except to the extent that such Customer Dispute arise from (a) Broadridge or Ridge’s gross negligence, willful misconduct or fraud; (b) a Ridge operational error for which Ridge is responsible under Section 15.B (Historical Losses) (below); (c) a claim matter for which Xxxxxx Pxxxxx or Client is indemnified under Section 14.A (Ridge Indemnity); or (d) a matter that would give rise to an indemnification obligation of Broadridge or Ridge under the Asset Purchase Agreement. For purposes of the forgoing, a “Customer Dispute” shall mean any error, controversy, dispute or discrepancy between Xxxxxx or Client and any of its Customers, any Customers’ accounts, any counterparty to a transaction by Xxxxxx or Client, and any of its correspondents or any of their Customers or related to the Customers or any Customers accounts or clearing broker proprietary accounts;an

Xxxxxx Indemnity. Xxxxxx shall indemnify, defend and hold harmless Broadridge and its Affiliates and its and their respective directors, officers, employees, agents, successors and permitted assigns (“Ridge Indemnitees”) from and against any and all Losses incurred by Ridge Indemnitees arising out of or resulting from any third-party claims related to: (i) Data or information provided by Xxxxxx or Client so long as such claims relate to the data or information at the time they were initially provided to Broadridge or Ridge by Xxxxxx or Client and in the form they were initially provided to Broadridge or Ridge by Xxxxxx or Client; ; (ii) Xxxxxx or Client’s failure to comply with any Client Laws; (iii) physical injury to persons or tangible personal property caused by the fault or negligence of Xxxxxx’x or Client’s officers, employees, agents or representatives; (iv) any Customer Dispute (as defined below) with respect to the Services, except to the extent that such Customer Dispute arise from (a) Broadridge or Ridge’s gross negligence, willful misconduct or fraud; (b) a Ridge operational error for which Ridge is responsible under Section 15.B (Historical Losses) (below); (c) a claim matter for which Xxxxxx or Client is indemnified under Section 14.A (Ridge Indemnity); or (d) a matter that would give rise to an indemnification obligation of Broadridge or Ridge under the Asset Purchase Agreement. For purposes of the forgoing, a “Customer Dispute” shall mean any error, controversy, dispute or discrepancy between Xxxxxx or Client and any of its Customers, any Customers’ accounts, any counterparty to a transaction by Xxxxxx or Client, and any of its correspondents or any of their Customers or related to the Customers or any Customers accounts or clearing broker proprietary accounts; (v) any claims brought against Broadridge or Ridge by Client’s suppliers arising from or related to Ridge’s provision of the Services hereunder, but excluding any claim or assertion that is the subject of Broadridge’s indemnification obligation under Section 14.A(iv) above; or (vi) Xxxxxx or Client exercising its right to directly, or through an agent, take control of a Service pursuant to Section 19.O (Step In Rights) below. Provided that the indemnity pursuant to this Section 14.B. shall not apply to Losses resulting from the actions or inactions, or regulatory or other status of an individual as a Shared Person or existence of a Shared Person Agreement.

Xxxxxx Indemnity. Xxxxxx shall indemnify, defend and hold harmless Broadridge and its Affiliates and its and their respective directors, officers, employees, agents, successors and permitted assigns (“Ridge Indemnitees”) from and against any and all Losses incurred by Ridge Indemnitees arising out of or resulting from any third-party claims related to: (i) Data or information provided by Xxxxxx or Client so long as such claims relate to the data or information at the time they were initially provided to Broadridge or Ridge by Xxxxxx or Client and in the form they were initially provided to Broadridge or Ridge by Xxxxxx or Client; ; (ii) Xxxxxx or Client’s failure to comply with any Client Laws; (iii) physical injury to persons or tangible personal property caused by the fault or negligence of Xxxxxx’x or Client’s officers, employees, agents or representatives; (iv) any Customer Dispute (as defined below) with respect to the Services, except to the extent that such Customer Dispute arise from (a) Broadridge or Ridge’s gross negligence, willful misconduct or fraud; (b) a Ridge operational error for which Ridge is responsible under Section 15.B (Historical Losses) (below); (c) a claim for which Xxxxxx or Client is indemnified under Section 14.A (Ridge Indemnity); or (d) a matter that would give rise to an indemnification obligation of Broadridge or Ridge under the Asset Purchase Agreement. For purposes of the forgoing, a “Customer Dispute” shall mean any error, controversy, dispute or discrepancy between Xxxxxx or Client and any of its Customers, any Customers’ accounts, any counterparty to a transaction by Xxxxxx or Client, and any of its correspondents or any of their Customers or related to the Customers or any Customers accounts or clearing broker proprietary accounts;