By the Corporation. The Corporation agrees to indemnify and reimburse, to the fullest extent permitted by law, each holder of Registrable Shares, its officers and directors and each Person who controls such holder (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and expenses (including, but not limited to, attorney's fees) caused by any untrue or alleged untrue statement of material fact contained in any registration statement, prospectus or preliminary prospectus, or any amendment thereof or supplement thereto, or any omission or alleged omission of a material fact, required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are directly caused by statements or omissions made in reliance on and in strict conformity with the information furnished in writing to the Corporation by such holder expressly for use therein or by such holder's failure to deliver a copy of the prospectus or any amendments or supplements thereto after the Corporation has furnished such holder with a sufficient number of copies of the same. In connection with an underwritten offering, the Corporation will indemnify such underwriters, their officers and directors and each Person who controls such underwriters (within the meaning of the Securities Act) to the extent customary. The payments required by this Section 7.1 will be made periodically during the course of the investigation or defense, as and when bills are received or expenses incurred, subject to an obligation of repayment in the event such indemnity is determined not to be owed.
By the Corporation. The Corporation may, in its discretion, terminate Executive’s employment hereunder without cause at any time upon sixty (60) days prior written notice or at such later time as may be specified in said notice (the date of termination set forth in such notice is herein referred to as the “Termination Date”). Except as otherwise provided in this Agreement, after such termination, all rights, duties and obligations of both parties shall cease.
By the Corporation. This Agreement and all of the Corporation’s rights and obligations hereunder shall not be assignable by the Corporation except as incident to a reorganization, merger or consolidation, or transfer of all or substantially all of the Corporation’s assets; provided that the assignee in such reorganization, merger, consolidation or transfer assumes all of the Corporation’s obligations hereunder.
By the Corporation. To the extent permitted by law, the Corporation will indemnify and hold harmless each Holder, the partners, members, officers and directors of each Holder, and each person, if any, who controls such Holder within the meaning of the Securities Act against any losses, claims, damages, or liabilities (joint or several) to which they may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively a “Violation”):
By the Corporation. At any time during the term of this Agreement, the Corporation shall be entitled to terminate this Agreement and the Executive’s employment with the Corporation without Cause by providing prior written notice of at least 30 calendar days to the Executive. Upon termination by the Corporation of this Agreement and the Executive’s employment with the Corporation without Cause, the Corporation shall pay the Executive or his heirs, administrators or executors any earned but unpaid Base Salary through the Executive’s last date of employment with the Corporation and reimbursement of any and all reasonable expenses paid or incurred by the Executive in connection with and related to the performance of his duties and responsibilities for the Corporation during the period ending on the termination date. The Corporation shall deduct, from all payments made hereunder, all applicable taxes, including income tax, FICA and FUTA, and other appropriate deductions through the last date of the Executive’s employment with the Corporation. Notwithstanding the foregoing, Executive shall be entitled to receive his regular salary plus all benefits under the Benefit Plan for a period of 90 days after Executive’s last day of employment and continued coverage, at the Corporation’s expense, under all Benefits Plans in which the Executive was a participant immediately prior to his last date of employment with the Corporation, or, in the event that any such Benefit Plans do not permit coverage of the Executive following his last date of employment with the Corporation, under benefit plans that provide no less coverage than such Benefit Plans, for a period of 90 calendar days following the termination of employment.
By the Corporation if any of the conditions in favour of the Corporation set forth in section 7.2 shall have become demonstrably incapable of being satisfied by the date set forth in clause (iv) below (other than due to the failure of the party seeking to terminate to perform or observe in all material respects the covenants and agreements hereunder to be performed or observed by such party);
By the Corporation. The Corporation, on behalf of each Fund, shall indemnify and hold SACS (including any affiliate of SACS), and the directors, trustees, officers and employees of SACS harmless from and against any and all losses, damages, costs, charges, reasonable counsel fees, payments, expenses and liabilities (“Losses”) arising out of or attributable to: