Distributor's Indemnification. The Distributor will indemnify, defend and hold harmless the Trust, the Trust’s several officers and Trustees and any person who controls the Trust within the meaning of Section 15 of the 1933 Act, from and against any losses, claims, damages or liabilities, joint or several, to which any of them may become subject under the 1933 Act or otherwise, insofar as such losses, claims, damages, liabilities (or actions or proceedings in respect hereof) arise out of, or are based upon, any breach of its representations and warranties in Section 4.2 hereof, or which arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectuses, any Blue Sky Application or any application or other document executed by or on behalf of the Trust, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, which statement or omission was made in reliance upon and in conformity with written information furnished to the Trust or any of its several officers and Trustees by, or on behalf of, and with respect to, the Distributor specifically for inclusion therein, and will reimburse the Trust, the Trust’s several officers and Trustees, and any person who controls the Trust within the meaning of Section 15 of the 1933 Act, for any legal or other expenses reasonably incurred by any of them in investigating, defending or preparing to defend any such action, proceeding or claim.
Distributor's Indemnification. Distributor shall defend, indemnify and hold harmless OMP from and against any claim of a third party that is either reduced to final, non-appealable judgment or settled with Distributor’s consent, not to be unreasonably withheld, to the extent arising out of or resulting from:
Distributor's Indemnification. Distributor agrees to indemnify, protect, hold harmless and defend BAM and its officers, directors, shareholders, agents, and employees from and against any and all claims, suits, loss, liability, expense and damage, including costs of suit and reasonable attorneys’ fees, arising from any claim in connection with or arising out of or in any way related to (i) any failure of Distributor or any employee or agent of Distributor to comply with the terms of this Agreement; (ii) any breach of a warranty or representation made by Distributor under this Agreement; (iii) any representation made by Distributor or any employee or representative of Distributor to a third party that is specifically prohibited under the terms of this Agreement; or (iv) any negligent, intentional, or fraudulent act of Distributor or any employee or broker of Distributor. In addition, if a claim for which Distributor is obligated to provide indemnification is made, BAM shall be entitled to defense by counsel of BAM’s choice, to be paid for by Distributor upon presentation of reasonable legal bills or requests for retainer.
Distributor's Indemnification. The Distributor shall defend, indemnify and hold harmless the Company from and against any claim of a third party to the extent arising out of resulting from:
Distributor's Indemnification. Distributor shall defend, indemnify and hold ZO SKIN HEALTH harmless from and against any claim of a third party that is either reduced to final, non-appealable judgment or settled with Distributor's consent, not to be unreasonably withheld, to the extent arising out of or resulting from:
Distributor's Indemnification. Distributor agrees to indemnify, protect, hold harmless and defend Manufacturer and its officers, directors, shareholders, agents, and employees from and against any and all claims, suits, loss, liability, expense and damage, including costs of suit and attorneys' fees, arising out of the claim of any broker, finder or agent in connection with the making of this Agreement, or arising out of or in any way alleging any acts or omissions of Distributor in connection with Distributor's importation, sales, advertising, marketing, distribution, or other activities under or related to this Agreement. In addition, if a claim for which Distributor is obligated to provide indemnification is made, Manufacturer shall be entitled to defense by counsel of its choice, to be paid for by Distributor upon presentation of legal bills or requests for retainer. MANUFACTURER'S INDEMNITY THE MANUFACTURER AGGRESS TO INDEMNIFY THE DISTRIBUTOR AGAINST ANY LOSS THE THE USE OF THE MANUFACTURER'S TRADEMARK INFRINGES THE INTELLECTUAL PROPERTY OF ANY THIRD PARTY. Product Warranties. Distributor acknowledges that Manufacturer has made no representation or warranty except as expressly provided with respect to the Articles. There are no implied warranties for merchantability or fitness for any particular purposes.
Distributor's Indemnification. The Distributor shall indemnify the Service, its officers, agents, directors and employees from all liability to third parties including its Affiliates for damages, costs and expenses (including, without limitation, reasonable attorney's fees) but not for liability to each other except for music clearance or rights payments incurred by reason of: CONFIDENTIAL TREATMENT *****[Deleted pursuant to a request for Confidential Treatment and filed separately with the Securities and Exchange Commission
Distributor's Indemnification. Distributor shall defend, indemnify and hold harmless Supplier, its owners, officers, directors, agents and employees (“Supplier Indemnified Parties”), from and against any and all Losses resulting from any third party and/or sub-distributor claim arising out of or in connection with breach by Distributor of any covenant, obligation, representation or warranty contained herein, or the negligence, recklessness or willful misconduct of any Distributor Indemnified Parties in connection with the performance of any obligations of Distributor under this Agreement.
Distributor's Indemnification. The Distributor hereby agrees to indemnify and to hold harmless the Fund and the Underwriter and each person, if any, who controls the Fund or the Underwriter within the meaning of Section 15 of the Securities Act of 1933 as amended (the "Act"), from and against any and all losses, claims, demands or liabilities to which the Fund or the Underwriter may become subject under the Act, or otherwise, insofar as such losses, claims, demands or liabilities (or actions in respect thereof) arise out of or are based upon any unauthorized use of sales materials by the Distributor or its salesman or upon alleged misrepresentations or omission to state material facts in connection with statements made by the Distributor or its salesman orally or by other means; and the Distributor will reimburse the Fund and the Underwriter for 6(b)-2 any legal or other expenses reasonably incurred in connection with the investigation or defense of any such action or claim. The Underwriter shall, after receiving the first summons or other legal process disclosing the nature of the action being served upon the Underwriter or the Fund, in any proceeding in respect of which indemnity may be sought by the Fund or the Underwriter hereunder, notify the Distributor in writing of the commencement thereof within a reasonable time. In case any such litigation be brought against the Fund or the Underwriter, the Underwriter shall notify the Distributor of the commencement thereof and the Distributor shall be entitled to participate in (and to the extent the Distributor shall wish, to direct) the defense thereof at the Distributor's expense, but such defense shall be conducted by counsel of good standing satisfactory to the Fund and the Underwriter. If the Distributor shall fail to provide such defense, the Underwriter or the Fund may defend such action at the Distributor's cost and expense. The Distributor's obligation under this Section 8 shall survive the termination of this Agreement.
Distributor's Indemnification. Distributor shall indemnify, defend and hold harmless App Ventures and each of its subsidiaries, officers, directors, shareholders, representatives, agents and employees (the “App Ventures Indemnified Parties”) from and against all claims, damages, losses and expenses resulting from, arising out of, or imposed upon or incurred by any person to be indemnified hereunder by reason of (i) any breach of representation, warranty or covenant on the part of Distributor under this Agreement; (ii) other negligence or intentional misconduct of Distributor; (iii) such Product liability damages arising from the sale, distribution or marketing of the Product by Distributor (excluding such Product liability damages arising from the design, manufacture, testing, packaging, labeling, application or use of the Product) or App Ventures’s negligence or willful misconduct; or (iv) any indemnification obligations of Distributor as set forth herein
