Indemnification by Broker Sample Clauses

Indemnification by Broker. Broker shall indemnify, hold harmless and defend HWML, its Affiliates, and each of their respective officers, directors, employees, agents, heirs, successors in interest from and against any and all Losses from any third-party claim to the extent arising from: (a) Broker Data; (b) Broker’s or any Authorized User’s breach of this Agreement; (c) Broker’s or any Authorized User’s, breach of any applicable laws, rules or regulations; (d) Xxxxxx’s or any Authorized User’s, fraud or willful misconduct; (d) any property damage or personal injury caused by Broker or any Authorized User; or (e) Xxxxxx’s or any Authorized User’s financial, business or commercial judgments.
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Indemnification by Broker. Broker agrees to indemnify and hold harmless CG and its affiliates and their directors, officers and employees harmless at all times from and after the date hereof against and in respect of all Damages caused by, resulting from or arising out of the following:
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Indemnification by Broker. Broker agrees to indemnify, defend (by counsel acceptable to UWM), and hold UWM harmless from and against any and all liabilities, claims, losses, damages and out of pocket costs (“individually a “Claim” and collectively the “Claims”): (a) resulting from any breach of this Agreement; (b) resulting from any act or omission by Broker in connection with any Mortgage Loan subject to this Agreement; (c) arising from or in connection with Broker’s use of any non-industry standard form not provided or approved by UWM in connection with any Mortgage Loan; (d) concerning miscalculations and other errors which result from Broker’s independent application and processing procedures as well as for its misuse of forms required by UWM; (e) asserted against UWM under provisions of RESPA, including without limitation, claims based upon, or arising as a result of, any payments received by Broker in the nature of rate spread premium, service release premium, back points, discount points, broker rebates, and the like; (f) incurred or paid by UWM as a result of the exercise of a right of cancellation or right of recession by any Borrower in connection with a Mortgage Loan; and (g) extraordinary servicing costs or carrying costs related to any Mortgage Loan as a result of any of the following circumstances: (i) any breach of any representation, warranty or covenant contained herein, or any material breach of this Agreement; or (ii) if UWM is required to repurchase any Mortgage Loan which it has sold to an investor, or which it has placed or pledged to a mortgage pool, which repurchase requirement is a result of the Mortgage Loan being classified as a Defective Loan as the result of any act or omission of Broker;(each a “Repurchase Event”), the Broker shall be obligated to promptly repurchase such Mortgage Loan. If any Claim shall be asserted or brought against UWM by reason of any such act or omission of Broker, Broker shall upon demand, obtain representation by legal counsel acceptable to UWM to defend UWM against any such Claim and Broker shall pay all costs and attorney’s fees incurred in such defense. All of the provisions of this Article V shall survive the closing of each Mortgage Loan transaction and shall inure to the benefit of UWM and future assignees of UWM.
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Indemnification by Broker. To the extent permitted by law, Broker will protect, defend, indemnify and hold harmless Issuer, and each of its officers, directors, agents, employees and legal counsel, against any losses, claims, damages or liabilities to which Issuer or any such officer, director, employee, agent or legal counsel may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereto) arise out of: (i) any untrue or alleged untrue statement of any material fact in connection with the Units made by Broker; (ii) any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements made by Broker not misleading in connection with the Units; (iii) any negligence, violation of law, or other wrongful act by Broker in connection with its offering of the Units; (iv) any failure by Broker to meet its obligations as set forth in this Agreement including, without limitation, the manner of offering obligations set forth in Section 4.2; or (v) any breach, default or misstatement by Broker with respect to any of its representations, warranties, or covenants set forth herein. Broker will reimburse any legal or other expenses reasonably incurred by Issuer or its officers, directors, agents, employees, representatives, and legal counsel in connection with investigating or defending any such loss, claim, damage, liability or action. The indemnity agreement contained in this Section 10.2 shall not apply to: (i) amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of Broker (which consent shall not be unreasonably withheld); or (ii) any such loss, claim, damage, liability or action to the extent that it arises out of or is based upon any action, statement or omission of Issuer.
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Indemnification by Broker. Dealer is subject to the conditions that Distributor or Companies promptly notify Broker-Dealer of any claim or suit made against Distributor or Companies, and that Distributor or Companies allow Broker-Dealer to make such investigation, settlement, or defense thereof as Broker-Dealer deems prudent.
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Indemnification by Broker. Broker will indemnify and hold Licensee and its stockholders, directors, officers, agents, employees, successors, and assigns, harmless against all liability arising from (i) Broker's provision of Programming pursuant to this Agreement; (ii) libel, slander, illegal competition or trade practice, infringement of trade marks, trade names, or program titles, violation of rights of privacy, bodily injury, property damage, other broadcasting liabilities, injuries and occurrences, and infringement of copyrights and proprietary rights resulting from the broadcast of Programming furnished by Broker; (iii) costs, expenses or damages associated with termination liabilities assigned to Broker pursuant to paragraphs 19 or 20.3, (iv) to the extent permissible under Commission rules and regulations, any action or omission by Broker in violation of any applicable law or regulation (including without limitation the Commission's rules and orders) or in violation of this Agreement, including but not limited to reasonable attorneys fees and expenses, or (v) any other liabilities or obligations of Broker under this Agreement, including without limitation, those to be paid by Broker pursuant to paragraph 8.2 hereof. Broker shall procure and maintain insurance as follows, in amounts and coverages and with insurance carriers reasonably acceptable to the Licensee: (i) Workxxx'x Xxxpensation Insurance; (ii) General Liability which includes coverages for all promotional events; and (iii) auto liability, including coverage for non-owned and hired vehicles. Prior to the Effective Date, Broker shall furnish Licensee with copies of certificates of insurance evidencing such coverage and (except for the Workxxx'x Xxxpensation Insurance) shall furnish Licensee with evidence that Licensee has been added as an additional insured under such policies.
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Indemnification by Broker. Broker shall indemnify and defend UAG West, its affiliates and their respective directors, officers, shareholders, employees and agents and hold them harmless to the fullest extent permitted by law, from and against any and all claims, liabilities, losses, damages and expenses (including attorneys' fees and costs) as they are incurred that are directly or indirectly related to or otherwise incurred in connection with Broker's bad faith, negligence or willful misconduct, or of any breach of this Agreement by Broker.
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Indemnification by Broker. Broker shall indemnify and hold harmless Buyer and Buyer’s directors, officers, employees, agents, attorneys, shareholders and control persons (as defined under federal and state securities laws), and their respective heirs, personal representatives and assigns, and each of them (collectively the “Buyer Indemnified Persons”), jointly and severally, against any and all losses, claims, damages, liabilities, costs, expenses or actions (including attorneys’ and experts’ fees) to which the Buyer Indemnified Persons may become subject, under the Securities Exchange Act of 1934, as amended or otherwise, insofar as such losses, claims, damages, liabilities, costs and expenses (including attorneys’ and experts’ fees), or any actions in respect thereof, arise out of or are based upon (a) any statement made, either orally or in a writing, by the Broker to Sellers not authorized in writing by Buyer; and shall reimburse any legal or other expenses reasonably incurred by any of the Buyer Indemnified Persons in connection with investigating or defending any such losses, claims, damages, liabilities, costs, expenses, or actions; or (b) any breach by Broker of any of its warranties, representations, covenants or agreements set forth in this Agreement. Broker’s obligations under this Section 8 shall survive the termination of this Agreement.
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Indemnification by Broker. Broker shall defend, indemnify, and hold harmless PBC:
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Related to Indemnification by Broker

  • Indemnification by Owner To the fullest extent permitted by law, Owner shall indemnify and hold harmless Engineer, Engineer’s officers, directors, partners, agents, employees, and Consultants from and against any and all claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals, and all court, arbitration, or other dispute resolution costs) arising out of or relating to the Project, provided that any such claim, cost, loss, or damage is attributable to bodily injury, sickness, disease, or death or to injury to or destruction of tangible property (other than the Work itself), including the loss of use resulting therefrom, but only to the extent caused by any negligent act or omission of Owner or Owner’s officers, directors, partners, agents, consultants, or employees, or others retained by or under contract to the Owner with respect to this Agreement or to the Project.

  • Indemnification By You 7.1.1 You agree to indemnify and hold harmless the Underwriter, the Trust and each of its Trustees, officers, employees and agents and each person, if any, who controls the Trust within the meaning of Section 15 of the 1933 Act (collectively, the "Indemnified Parties" and individually the "Indemnified Party" for purposes of this Section 7) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with your written consent, which consent shall not be unreasonably withheld) or expenses (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal counsel fees incurred in connection therewith) (collectively, "Losses"), to which the Indemnified Parties may become subject under any statute or regulation, or at common law or otherwise, insofar as such Losses are related to the sale or acquisition of shares of the Trust or the Contracts and

  • Indemnification by Dalmore Dalmore shall indemnify and hold Client, Client’s affiliates and Client’s representatives and agents harmless from any Losses resulting from or arising out of Proceedings to the extent they are based upon (i) a breach of this Agreement by Dalmore or (ii) the wrongful acts or omissions of Dalmore or its failure to comply with any applicable federal, state, or local laws, regulations, or codes in the performance of its obligations under this Agreement.

  • Indemnification by Xxxxx Xxxxx agrees to indemnify and hold harmless each of the Fund and the Manager, each of their directors, trustees, members, each of their officers who signed the Registration Statement, and each person, if any, who controls the Fund or the Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Fund or the Manager within the meaning of Rule 405 under the Securities Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 10, as incurred, but only with respect to (i) any failure by Xxxxx to comply with the prospectus delivery requirements applicable to Placement Shares and (ii) any untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), any sales material, or any Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Fund or the Manager by Xxxxx expressly for use in the Registration Statement (or any amendment thereto), any sales material, or any Prospectus (or any amendment or supplement thereto). The Fund and the Manager acknowledge that Xxxxx has not furnished any information to the Fund for inclusion in the Prospectus.

  • Indemnification by Xxxxxx In connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus in which a Holder is participating, such Holder shall furnish to the Company and the Guarantors, if any, in writing such information as the Company and the Guarantors, if any, reasonably request for use in connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus and shall indemnify and hold harmless the Company, the Guarantors, if any, their respective directors and officers and each Person, if any, who controls the Company and the Guarantors, if any (within the meaning of Section 15 of the Securities Act and Section 20(a) of the Exchange Act), and the directors, officers and partners of such controlling persons, to the fullest extent lawful, from and against all Losses arising out of or based upon any untrue or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus or form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, 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 the light of the circumstances under which they were made, not misleading to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in conformity with and in reliance upon any information so furnished in writing by such Holder to the Company and the Guarantors, if any, expressly for use therein. Notwithstanding the foregoing, in no event shall the liability of any selling Holder be greater in amount than such Holder’s Maximum Contribution Amount (as defined below).

  • Indemnification by Client Client shall indemnify and hold Dalmore, its affiliates and their representatives and agents harmless from, any and all actual or direct losses, liabilities, judgments, arbitration awards, settlements, damages and costs (collectively, “Losses”), resulting from or arising out of any third party suits, actions, claims, demands or similar proceedings (collectively, “Proceedings”) to the extent they are based upon (i) a breach of this Agreement by Client, (ii) the wrongful acts or omissions of Client, or (iii) the Offering.

  • Indemnification by Manager The Manager agrees to indemnify and hold harmless the Company, each of its directors, each of its officers who signs the Registration Statement, and each person who controls the Company within the meaning of either the Act or the Exchange Act, to the same extent as the foregoing indemnity from the Company to the Manager, but only with reference to written information relating to the Manager furnished to the Company by the Manager specifically for inclusion in the documents referred to in the foregoing indemnity; provided, however, that in no case shall the Manager be responsible for any amount in excess of the Broker Fee applicable to the Shares and paid hereunder. This indemnity agreement will be in addition to any liability which the Manager may otherwise have.

  • Indemnification by Buyer Subject to the other terms and conditions of this Article VIII, Buyer shall indemnify and defend each of Seller and its Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:

  • Indemnification by Seller Seller shall, indemnify, defend, save and hold Purchaser, any assignee of Purchaser and their respective officers, directors, employees, agents and Affiliates (collectively, "Purchaser Indemnitees") harmless from and against all demands, claims, allegations, assertions, actions or causes of action, assessments, losses, damages, deficiencies, liabilities, costs and expenses (including reasonable legal fees, interest, penalties, and all reasonable amounts paid in investigation, defense or settlement of any of the foregoing and whether or not any such demands, claims, allegations, etc., of third parties are meritorious; collectively, "Purchaser Damages") asserted against, imposed upon, resulting to, required to be paid by, or incurred by any Purchaser Indemnitees, directly or indirectly, in connection with, arising out of, which could result in, or which would not have occurred but for, a breach of any representation or warranty made by Seller in this Agreement, in any certificate or document furnished at Closing pursuant hereto by Seller or any Ancillary Agreement to which Seller is or is to become a party, a breach or nonfulfillment of any covenant or agreement made by any Seller in this Agreement or in any Ancillary Agreement to which Seller is or is to become a party, and any and all liabilities of Seller of any nature whatsoever, whether due or to become due, whether accrued, absolute, contingent or otherwise, existing on the Closing Date or arising out of any transaction entered into, or any state of facts existing, prior to the Closing Date, except for any Assumed Liability. To the extent any Purchaser Indemnitee is entitled to collect Purchaser Damages, Purchaser shall, at its option and subject to the terms of the Escrow Agreement, be entitled to withdraw sufficient funds from the Escrow Fund pursuant to the Escrow Agreement in lieu of payment directly from Seller, and to the extent the amount due any Purchaser Indemnitee exceeds the balance of the funds held under the Escrow Agreement, Purchaser shall be entitled to collect such balance owned to Purchaser Indemnitee directly from Seller.

  • Indemnification by Xxxxxxx Each Lender shall severally indemnify Administrative Agent, within ten (10) days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Borrower has not already indemnified Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Borrowers to do so), (ii) any Taxes attributable to such Xxxxxx’s failure to comply with the provisions of Section 11.9 relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by Administrative Agent shall be conclusive absent manifest or demonstrable error. Each Lender hereby authorizes Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by Administrative Agent to the Lender from any other source against any amount due to Administrative Agent under this Section 4.1(f).

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