Broker Indemnification. The Broker agrees to defend and indemnify the Producer, its parents, subsidiaries, affiliates, successors and assigns, and the shareholders, directors, officers, agents and employees of any of them (collectively the “Producer Indemnitees”), against and in respect of any and all claims (not including covered claims made under any policy properly issued in accordance with this Agreement), demands, actions, proceedings, liability, losses, damages, suffered, made or instituted against or incurred by the Producer Indemnitees, or any of them, and which arise solely out of or solely relate to (i) negligence of the Broker, or its employees or representatives, in discharging its obligations to the Producer or to policyholders; or (ii) any failure by the Broker, or its employees or representatives, to comply with any applicable information privacy laws; (iii) and failure by the Broker, or its employees or representatives to perform its obligations under this Agreement. Producer understands that Broker assumes no responsibility for any policy with regard to the adequacy, amount or form of coverage and agrees to indemnify and hold Broker harmless from any claim asserted against Broker in following the instructions of the Producer. Broker is not an insurer and does not guarantee the financial condition of the Insurer with whom it may place risks. Broker shall have no liability for non-payment of claims due to the insolvency of an Insurer, or otherwise, under contracts of insurance placed by Broker.
Broker Indemnification. In addition to any other obligations it may possess under other provisions of this Agreement, Broker shall indemnify, and hold harmless Pershing, and any controlling person of Pershing, from and against all allegations, claims, demands, proceedings, suits, and actions (“Claims”) and all liabilities, expenses, attorney’s fees (including fees and costs incurred in enforcing Pershing’s right to indemnification), and costs in connection therewith arising out of one or more of Broker’s or any of its contractor agent’s or employee’s negligent, dishonest, fraudulent, or criminal act, or omission including related to the following:
Broker Indemnification. Broker shall indemnify, defend and hold harmless Company and its Affiliates against any Claims to which Company or its Affiliates may become subject, insofar as such Claims: (a) result from Company improperly paying any compensation under this Agreement; (b) arise out of or are based upon any negligent, improper, fraudulent or unauthorized acts or omissions by Broker, its employees, agents, trustees, Representatives, officers or directors, including but not limited to improper or unlawful sales practices, any untrue statement or alleged untrue statement of any material fact, any omission or alleged omission, any unauthorized use of sales materials or advertisements and any oral or written misrepresentations; or (c) arise out of or result from any breach of any representation or warranty, covenant, agreement, obligation or undertaking in this Agreement by Broker, its Representatives, or by any other person or entity acting on behalf of or under the control of Broker. Broker shall further reimburse Company and its Affiliates for any legal fees or other expenses actually and reasonably incurred by them in connection with investigating, defending, being witness in or participating in (including an appeal) any Claim for which indemnification is provided hereunder. Notwithstanding anything contained herein to the contrary, Broker shall not indemnify, defend or hold harmless Company and its Affiliates if an improper payment of any compensation under this Agreement or a judgment or other final adjudication adverse to Company or its Affiliates establishes that Company 's or its Affiliates' acts were committed in bad faith, were the result of active and deliberate dishonesty, were the result of willful misconduct or gross negligence, or Company or its Affiliates gained, in fact, a financial profit or other advantage to which Company or its Affiliates were not legally entitled. The foregoing indemnities shall, upon the same terms and conditions, extend to and inure to the benefit of each director, trustee, officer, agent and employee of Company and its Affiliates, and the foregoing exclusions from indemnification shall, upon the same terms and conditions, extend to and inure to the benefit of each director, trustee, officer, agent and employee of Broker and its Affiliates.
Broker Indemnification. Broker hereby agrees to indemnify, defend and hold harmless SLK from and against all claims, demands, proceedings, suits and actions made or brought against SLK, and to indemnify SLK's liabilities, losses, damages, expenses. reasonable attorneys fees and costs arising out of one or more of the following (except for those claims arising out of SLK's or any of its officers', partners', employees' or agents (x) breach of any provision of this Agreement or (y) gross negligence, willful misconduct or reckless, fraudulent or criminal acts or omissions):
Broker Indemnification. The Buyer and Seller are agreeing that the Broker who has distributed the deposit monies according to the Agreement or Pennsylvania law will not be liable for that distribution. If the Buyer and/or the Seller name the Broker or Licensees in litigation, the party bringing suit will pay the Broker and Licensee’s legal fees.
Broker Indemnification. The Broker agrees to defend and indemnify American Specialty, its parents, subsidiaries, affiliates, successors and assigns, and the shareholders, directors, officers, agents and employees of any of them (collectively the “American Specialty Indemnitees”), against and in respect of any and all claims (not including covered claims made under any policy properly issued in accordance with this Agreement), demands, actions, proceedings, liability, losses, damages, judgments, costs and expenses, including, without limitation, attorneys’ fees, disbursements, court costs, and punitive, exemplary, or compensatory damages, suffered, made or instituted against or incurred by American Specialty lndemnitees, or any of them, and which directly or indirectly arise out of or relate to (i) negligence of the Broker or its employees or representatives, in discharging their obligations to American Specialty or to policyholders, (ii) failure by the Broker or its employees or representatives to comply with any applicable information privacy laws, and/or (iii) any failure by the Broker or its employees or representatives to perform their obligations under or relating to this Agreement.
Broker Indemnification. Broker hereby agrees to indemnify, defend and hold harmless SLK from and against all claims, demands, proceedings, suits and actions made or brought against SLK, and to indemnify SLK’s liabilities, losses, damages, expenses, attorneys’ fees and costs arising out of one or more of the following (except for those claims arising out of SLK’s gross negligence, malfeasance or willful misconduct):
Broker Indemnification. Broker hereby agrees to indemnify, defend and hold harmless Pershing from and against all claims, demands, proceedings, suits and actions made or brought against Pershing and to indemnify Pershing's liabilities, losses, damages, expenses, attorneys' fees and costs arising out of one or more of the following:
Broker Indemnification. Buyer and Seller each indemnify and agree to defend and hold the other party harmless from any loss, attorney's fees, and court and other costs arising out of a claim by any person or entity claiming by, through, or under the indemnitor for a broker's or finder's fee or commission because of this transaction or this contract. Seller expressly represents that it has not been represented in this transaction by a broker or any third parties and that no person or entity has any claim for a broker or finder’s fee or commission because of this transaction or this contract.
Broker Indemnification. Broker shall indemnify, defend and hold REDSTONE and its officers, directors, employees, agents, affiliates and subsidiaries harmless against and in respect of, and shall reimburse REDSTONE for any and all losses, liabilities, claims, damages, costs including without limitation attorneys’ fees and costs, and actions suffered or incurred by REDSTONE which arise out of, result from or relate to: (a) material breach by Broker of any covenant, condition, term, obligation, representation or warranty contained (i) in this Agreement or the Guide, or (ii) in any Eligible Loan Application, Mortgage File document or in any written statement or certificate furnished by Broker pursuant to this Agreement or the Guide, including, without limitation, those arising from Broker’s fraud or negligence in the origination or processing of Loan Applications; or
