INDEMNIFICATION a. In the event of any registration of any securities of the Company under the Securities Act, the Company shall, and hereby does, indemnify and hold harmless, to the extent permitted by applicable law, in the case of any registration statement filed pursuant to Section 10.1 or Section 10.2, the Seller of any Registrable Securities covered by such registration statement, its directors, officers, employees and agents, each other person who participates as an underwriter in the offering or sale of such Registrable Securities and each other person, if any, who controls such Seller or any such underwriter within the meaning of the Securities Act against any losses, claims, damages, or liabilities (or actions or proceedings whether commenced or threatened in respect thereof), joint or several, to which such Seller or any such director or officer or employee or agent or underwriter or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages, or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such Registrable Securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances under which they were made not misleading, and the Company shall reimburse such Seller and each such director, officer, employee, agent, underwriter and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action, or proceeding; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding, whether commenced or threatened in respect thereof), or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment, or supplement in reliance upon and in conformity with written information furnished t...
INDEMNIFICATION a. Vendor shall indemnify, defend and hold harmless Alorica and its affiliated companies, current and former officers, directors, employees, agents and representatives from and against any and all third party claims (including employment claims), causes of action, suits, damages, losses, costs and expenses (including, without limitation, attorneys’ fees and costs) arising out of (i) either Vendor's gross negligence or willful misconduct in connection with the performance of this Agreement or any Purchase Order or SOW hereunder, (ii) any third party claim of a Vendor’s breach of any obligation for which Vendor is responsible as employer or contractor of its Personnel (including any claims for payments) or other benefits, (iii) any claims for amounts due, penalties for other costs assessed and or claimed due and owing by or on behalf of any federal, state or local government, agency or other person resulting from or in connection with Vendor’s failure to pay any federal, state or local taxes or contributions imposed or required to be paid by Vendor or the Personnel, or (iv) the death or bodily injury of any agent, employee, or business visitor by the tortuous conduct of Vendor, whether covered by workers’ compensation insurance or otherwise; (v) the damage, loss obtener indemnización por los xxxxx causados por la entrega tardía. 12. INDEMNIZACION a. El Proveedor xxxxxx indemnizar, defender y eximir de toda responsabilidad a Alorica y sus compañías afiliadas, actuales y anteriores oficiales, directores, empleados, agentes y representantes de y contra cualquier y toda reclamación de terceros (incluyendo reclamaciones laborales), causas de acción, demandas, xxxxx, pérdidas, costos y gastos (incluyendo, sin limitación, gastos y honorarios legales) producto de (i) negligencia grave o conducta dolosa del Proveedor en conexión con la ejecución de este acuerdo o cualquier Orden de Compra o SOW, (ii) cualquier reclamo de un xxxxxxx por incumplimiento del Proveedor de cualquier obligación por la que el Proveedor sea responsable como empleador o contratista de su personal (incluyendo cualquier reclamo por pagos) u otros beneficios, (iii) cualquier reclamo por pagos pendientes, penalidades por cualquier costo real x xxxxxxx y debido por o de parte de cualquier gobierno, agencia o cualquier persona que resulte de o en conexión con la falta de pago del Proveedor de sus obligaciones fiscales, impuestas al Proveedor o su Personal, o (iv) la muerte o lesión física de cualquier ...
INDEMNIFICATION a. The General Partners and the Affiliates of the General Partners performing certain services on behalf the Partnership shall be indemnified to the full extent provided by law for any loss, judgment, liability, expense or amount paid in settlement of any claims sustained by them which arise out of any act or omission performed or omitted by any or all of them within the scope of the authority conferred on them by this Agreement, if the General Partners determine, in good faith, that such act or omission was in the best interests of the Partnership and that such act or omission did not constitute negligence or misconduct or breach of any other agreement with the Partnership, provided that any indemnity under this Section shall be provided out of and to the extent of Partnership assets only, and no Unitholder or Limited Partner shall have any personal liability on account thereof. B. Notwithstanding Section 5.10A, the General Partners and the Affiliates of the General Partners performing certain services on behalf the Partnership and any person acting as a Broker-Dealer shall not be indemnified by the Partnership for any liability, loss or damage incurred by any or all of them in connection with (i) any claim or settlement arising under federal or state securities laws unless (a) there has been a successful adjudication on the merits of each count involving such securities laws violations as to the particular indemnities and the court approves indemnification of the litigation costs, (b) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular indemnities and the court approves indemnification of the litigation costs, or (c) a court of competent jurisdiction approves a settlement of the claims and finds that indemnification of the settlement and related costs should be made, after being advised as to the current position of the Securities and Exchange Commission, the Massachusetts Securities Division, the California Commissioner of Corporations, the Pennsylvania Securities Commission, the Tennes- see Securities Commission and such other state securities administrators, as shall be required by such court, regarding indemnification for violations of securities law; or (ii) any liability imposed by law, including liability for negligence or misconduct. C. For purposes of Sections 5.9 and 5.10, the term "Affiliates" shall mean any person performing services on behalf of the Partnership who (i) directly ...
INDEMNIFICATION a. Servicer agrees to indemnify, defend and hold harmless Distributor and the Funds and their predecessors, successors, and affiliates, each current or former director, officer, employee, shareholder or agent and each person who controls or is controlled by Distributor from any and all losses, claims, liabilities, costs, and expenses, including reasonable attorney fees, that may be assessed against or suffered or incurred by any of them howsoever they arise, and as they are incurred, which relate in any way to: (i) any alleged violation of any statute or regulation (including without limitation the securities laws and regulations of the United States or any state or foreign country) or any alleged tort or breach of contract, related to the provision of Services by Servicer pursuant to this Agreement (except to the extent that Distributor's gross negligence or failure to follow correct instructions received from Servicer is the cause of such loss, claim, liability, cost or expense); (ii) any redemption or exchange pursuant to instructions received from Servicer or Servicer's Personnel; or (iii) the breach by Servicer of any of its representations and warranties specified herein or Servicer's failure to comply with the terms and conditions of this Agreement, whether or not such action, failure, error, omission, misconduct or breach is committed by Servicer or its predecessor, successor, or affiliate, each current or former partner, officer, director, employee or agent and each person who controls or is controlled by Servicer. This indemnity agreement is in addition to any other liability which Servicer may otherwise have. b. Distributor agrees to indemnify, defend and hold harmless Servicer and its predecessors, successors and affiliates, each current or former partner, officer, director, employee or agent, and each person who controls or is controlled by Servicer from any and all losses, claims, liabilities, costs and expenses, including reasonable attorney fees, that may be assessed against or suffered or incurred by any of them which arise, and which relate to any untrue statement of or omission to state a material fact contained in the Prospectus or any written sales
INDEMNIFICATION a. Corium shall indemnify and hold Abrika harmless from and against any and all liabilities, claims, demands, damages, costs, expenses or money judgments (including attorney’s fees incurred by or rendered against Abrika for personal injury, sickness, disease or death.) which arise out of: a) the negligence of Corium in carrying out the provisions of this Agreement; and b.) the breach by Corium of its warranties contained in Article 8 of this Agreement.
INDEMNIFICATION a. The General Partner, Affiliates of the General Partner performing certain services on behalf of the Fund and any person acting as a broker/dealer shall be indemnified to the full extent provided by law for any loss, judgment, liability, expense or amount paid in settlement of any claims sustained by them which arise out of any conduct, act or omission performed or omitted to be performed by any or all of them on behalf of or for the Partnership within the scope of the authority conferred on them by this Agreement, if the General Partner determines, in good faith, that such conduct, act or omission was in the best interests of the Partnership and that such act or omission did not constitute negligence or misconduct, provided that any indemnity under this Section shall be provided out of and to the extent of Partnership assets only, and no Investor or Limited Partner shall have any personal liability on account thereof.
INDEMNIFICATION a. No director of the corporation shall have any liability to the corporation of its shareholders for monetary damages for breach of fiduciary duty, except that this Article X shall not eliminate or limit the liability of a director (i) for any breach of such director's duty of loyalty to the corporation or its shareholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law (iii) for actions specified under Section 16-10-44 of the Utah Business Corporation Act, or (iv) for any transaction from which the director derived an improper personal benefit.
INDEMNIFICATION a. The Company agrees that if the Director is made a party, or is threatened to be made a party, to any action, suit or proceeding, whether civil, criminal, administrative or investigative (a "Proceeding"), by reason of the fact that he is or was a director, officer or employee of the Company or is or was serving at the request of the Company as a director, officer, member, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether or not the basis of such Proceeding is the Director's alleged action in an official capacity while serving as a director, officer, member, employee or agent, the Director shall be indemnified and held harmless by the Company to the fullest extent legally permitted or authorized by the Company's Articles of Incorporation or Bylaws or
INDEMNIFICATION a. To the fullest extent permitted by applicable law, the Partnership shall indemnify each Indemnitee from and against any and all losses, claims, damages, liabilities, joint or several, expenses (including, without limitation, attorney's fees and other legal fees and expenses), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, that relate to the operations of the Partnership ("Actions") as set forth in this Agreement in which such Indemnitee may be involved, or is threatened to be involved, as a party or otherwise; provided, however, that the Partnership shall not indemnify an Indemnitee (i) for willful misconduct or a knowing violation of the law, (ii) for any transaction for which such Indemnitee received an improper personal benefit in violation or breach of any provision of this Agreement or (iii) for its obligation under any guaranty. Without limitation, the foregoing indemnity shall extend to any liability of any Indemnitee, pursuant to a loan guaranty or otherwise, for any indebtedness of the Partnership or any Subsidiary of the Partnership (including, without limitation, any indebtedness which the Partnership or any Subsidiary of the Partnership has assumed or taken subject to), and the General Partner is hereby authorized and empowered, on behalf of the Partnership, to enter into one or more indemnity agreements consistent with the provisions of this Section 7.7 in favor of any Indemnitee having or potentially having liability for any such indebtedness. It is the intention of this Section 7.7.A that the Partnership indemnify each Indemnitee to the fullest extent permitted by law. The termination of any proceeding by judgment, order or settlement does not create a presumption that the Indemnitee did not meet the requisite standard of conduct set forth in this Section 7.7A. The termination of any proceeding by conviction of an Indemnitee or upon a plea of nolo contendere or its equivalent by an Indemnitee, or an entry of an order of probation against an Indemnitee prior to judgment, does not create a presumption that such Indemnitee acted in a manner contrary to that specified in this Section 7.7.A with respect to the subject matter of such proceeding. Any indemnification pursuant to this Section 7.7 shall be made only out of the assets of the Partnership, and neither the General Partner nor any Limited Partner shall have any obliga...
INDEMNIFICATION a. Vendor shall defend, indemnify, and hold DR and its successors and assigns harmless from and against any and all liabilities, losses, damages, costs, and expenses (including without limitation, reasonable legal fees and expenses) associated with or incurred as a result of any claim, action, or proceeding instituted against DR and its successors and assigned arising out of or relating to the acts or failure to act of the Vendor, or any of its affiliated companies, agents, employees or other related parties under this Agreement including, without limitation, action, claims, or proceedings related to: (i) Vendor's performance of its obligations under this Agreement, (ii) the breach by Vendor of any pf the terms of this Agreement or any of the representation and warranties contained herein;
