Indemnification Etc. 55 9.1 Survival of Representations, Etc.............................................................. 55 9.2
Indemnification Etc. The Company shall indemnify and hold harmless Executive to the fullest extent permitted by law (including advance of legal fees) for any action or inaction he takes in good faith with regard to the Company or parent or any benefit plan of either. Further, the Company shall cover Executive on its directors’ and officers’ liability insurance policies to no less extent than that which covers any other officer or director of the Company.
Indemnification Etc. The Debtor hereby expressly indemnifies and holds the Secured Party harmless from any and all claims, causes of action, or other proceedings, and from any and all liability, loss, damage, and expense of every nature, arising by reason of the Secured Party's enforcement of its rights and remedies hereunder, or by reason of the Debtor's failure to comply with any environmental or other law or regulation. As to any action taken by the Secured Party hereunder, the Secured Party shall not be liable for any error of judgment or mistake of fact or law, absent gross negligence or willful misconduct on its part.
Indemnification Etc. The Subadviser agrees to indemnify and hold harmless the Manager, any affiliated person within the meaning of Section 2(a)(3) of the 1940 Act ("affiliated person") of the Manager and each person, if any, who, within the meaning of Section 15 of the Securities Act of 1933 (the "1933 Act"), controls ("controlling person") the Manager, against any and all losses, claims damages, liabilities or litigation (including reasonable legal and other expenses), to which the Manager or such affiliated person or controlling person may become subject under the 1933 Act, the 1940 Act, the Advisers Act, under any other statute, at common law or otherwise, arising out of Subadviser's responsibilities as portfolio manager of the Series (1) to the extent of and as a result of the willful misconduct, bad faith, or gross negligence by the Subadviser, any of the Subadviser's employees or representatives or any affiliate of or any person acting on behalf of the Subadviser, or (2) as a result of any untrue statement or alleged untrue statement of a material fact contained in a prospectus or statement of additional information covering the Series or the Trust or any amendment thereof or any supplement thereto or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement therein not misleading, if such a statement or omission was made in reliance upon written information furnished by the Subadviser to the Manager, the Trust or any affiliated person of the Manager or the Trust expressly for use in the Trust's registration statement, or upon verbal information confirmed by the Subadviser in writing expressly for use in the Trust's registration statement or (3) to the extent of, and as a result of, the failure of the Subadviser to execute, or cause to be executed, portfolio transactions according to the standards and requirements of the 1940 Act. In no case shall the Subadviser's indemnity in favor of the Manager or any affiliated person or controlling person of the Manager, or any other provision of this Agreement, be deemed to protect such person against any liability to which any such person would otherwise be subject by reason of willful misconduct, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement. Except as may otherwise be provided under the 1933 Act, the 1940 Act, the Advisers Act, under any other statute,...
Indemnification Etc. Guest shall defend, hold harmless, and indemnify VRM, its affiliates, and its respective officers, directors, agents, and employees from any and all 3rd party claims, demands, losses, causes of action, damage, lawsuits, judgments, including attorneys’ fees and costs, arising out of, or relating to Guest’s rental under this Agreement, including for pre-litigation and non-litigation legal fees, and including for claims by Guest’s invitees and licensees. Remedies. The maximum remedy for breach or other actions connected to this contract, unless expressly provided otherwise herein, is actual direct financial losses, and as governed in this agreement, reasonable attorney’s fees & costs, which is agreed to be an adequate remedy. Regardless of the failure of the exclusive remedy, VRM will not be liable for consequential or incidental damages.
Indemnification Etc. The Company shall provide an indemnification agreement by which it shall indemnify and hold harmless Executive to the fullest extent permitted by law for any action or inaction Executive takes in good faith with regard to the Company or parent or any benefit plan of either, in accordance with the Company’s Certificate of Incorporation and By-laws. Further, the Company shall cover Executive on its directors’ and officers’ liability insurance policies to no less extent than that which covers any other officer or director of the Company.
Indemnification Etc. In the event that shares are registered pursuant to Section 4(a) or 4(b), AER, Purchaser and the Third Party Shareholders shall execute reasonable and customary underwriting, indemnification and lock-up agreements relating to such registration and shall undertake reasonable and customary registration procedures.
Indemnification Etc. 37 9.1 Survival of Representations, Etc............................................... 37 9.2 Indemnification................................................................ 37 9.3 Threshold; Ceiling............................................................. 38
Indemnification Etc. 31 4.1 Survival of Representations, Etc. 31 4.2 Indemnification 32 4.3 Exclusive Remedy 33 4.4 Defense of Third Party Claims 33 4.5 Claims Relating to Securities 34 SECTION 5. MISCELLANEOUS PROVISIONS 34 5.1 Stockholders’ Agent 34 5.2 Certain Covenants 35 5.3 Public Announcements 37 5.4 Further Assurances 37 5.5 Fees and Expenses 37 5.6 Attorneys’ Fees 38 5.7 Notices 38 TABLE OF CONTENTS 5.8 Time of the Essence 39 5.9 Headings 39 5.10 Counterparts 39 5.11 Governing Law; Venue 39 5.12 Successors and Assigns 39 5.13 Remedies Cumulative; Specific Performance 40 5.14 Waiver 40 5.15 Amendments 40 5.16 Severability 40 5.17 Parties in Interest 40 5.18 Entire Agreement 40 5.19 Disclosure Schedule 41 5.20 Waiver of Jury Trial 41 5.21 Construction 41 Exhibit A Certain definitions Exhibit B Form of Certificate of Merger Exhibit C Form of Stockholder Representation Letter Exhibit D Escrow Agreement Exhibit E-1 Individuals to execute Affiliate Agreements Exhibit E-2 Form of Affiliate Agreement Exhibit F Form of Amendment to Investor Rights Agreement Exhibit G Form of Legal Opinion of Bxxxxxx, Phleger & Hxxxxxxx LLP Exhibit H FIRPTA Form Exhibit I Form of Release Agreement Exhibit J Acknowledgement of Fees Exhibit K Unaudited Interim Balance Sheet THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (“Agreement”) is made and entered into as of April 16, 2002, by and among: BLUE MARTINI SOFTWARE, INC., a Delaware corporation (“Parent”); BLUE MARTINI HOLDINGS CORP. II, a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”); THE CYBRANT CORP., a Delaware corporation (the “Company”); and DXXX XXXXXXXX, as Stockholders’ Agent.
Indemnification Etc. Debtor hereby expressly indemnifies and holds Secured Party harmless from any and all claims, causes of action, or other proceedings, and from any and all liability, loss, damage, and expense of every nature, arising by reason of Secured Party's enforcement of its rights and remedies hereunder, or by reason of Debtor's failure to comply with any environmental or other law or regulation, other than any such claim, cause of action or other proceeding, liability, loss, damage or expense arising by reason of gross negligence, willful misconduct or violation of law on the part of Secured Party. In any suit, proceeding or action brought by Secured Party under any account for any sum owing thereunder, or to enforce any provisions of any account, Debtor will save, indemnify and keep Secured Party harmless from and against all expense, loss or damage suffered by reason of any defense, set off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or any other obligor thereunder, arising out of a breach by Debtor of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Debtor (except to the extent any such expense, loss or damage results from the gross negligence or willful misconduct of Secured Party). The obligations of Debtor under this Section 8(E) shall survive the termination of the other provisions of this Security Agreement.
