Indemnification by CCI Sample Clauses

Indemnification by CCI. In the event of any registration of any Registrable Securities of CCI under the Securities Act, CCI will, and hereby does, indemnify and hold harmless the Stockholder, each of its officers, directors, partners, trustees and settlors, each other person who participates as an underwriter in the offering or sale of such securities and each other person who controls the Stockholder or any such underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, against any losses, claims, damages or liabilities, joint or several, to which the indemnified 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 (i) any untrue statement or alleged untrue statement of any material fact contained in the 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 (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading. CCI will reimburse each indemnified person for any legal or any other expenses reasonably incurred by them, as incurred, in connection with investigating or defending any such losses, claims, damages, liabilities, actions or proceedings; provided that CCI shall not be liable in any such case to the extent that any such losses, claims, damages, liabilities (or actions or proceedings in respect thereof) or expense arises out of or is based upon (x) an untrue statement or alleged untrue statement or omission or alleged omission in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement that was made in reliance upon and in conformity with written information furnished to CCI by the Stockholder specifically for use in the preparation thereof, (y) the use by such indemnified person of any prospectus after such time as the obligation of CCI to keep the same effective and current has expired or (z) the use by such indemnified person of any prospectus after the elapse of a reasonable period of time following such time as CCI has advised the Stockholder that the filing of a post-effective amendment or suppleme...
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Indemnification by CCI. (a) Except as otherwise provided in Section 5.4, CCI shall indemnify, defend and hold harmless uBid, each member of the uBid Group and each of their respective directors, officers and employees, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the "uBid Indemnitees"), from and against any and all Liabilities of the uBid Indemnitees relating to, arising out of or resulting from any of the following items (without duplication):
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Indemnification by CCI. CCI will indemnify, defend and hold harmless the Company and its owners, officers, directors, agents and employees from and against any and all claims, losses, liabilities and demands of every kind and nature whatsoever, against the Company by third parties including, without limitation, the costs as and when incurred of investigating and defending any such claims, liabilities and demands, including, without limitation, reasonable attorneys', accountants' and experts' fees and disbursements therefore, arising in connection with CCI's failure to perform its obligations as set forth herein or CCI's actions which are performed by it in bad faith or which arise out of its willful misconduct or gross negligence by CCI.
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Indemnification by CCI. Except as otherwise provided in this Article III, CCI shall indemnify and hold uBid, its Representatives and Affiliates harmless from and against (i) all Spin-Off Tax Liabilities incurred by any member of the CCI Group, (ii) without duplication, all Income Tax Liabilities that any member of the CCI Group is liable for, or required to reimburse uBid for, pursuant to Article II hereof, and (iii) all Income Taxes incurred by uBid by reason of the breach by CCI of any of its covenants hereunder and, in each case, any related costs and expenses (including, without limitation, reasonable attorneys' fees and expenses).
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Indemnification by CCI. CCI agrees to indemnify, defend and hold harmless Holdings, its affiliates and their respective shareholders, partners, directors, officers, employees, agents, successors and assigns (a “CCI Indemnified Party”), from and against all Losses to which they may become subject as a direct result of: (a) any and all misrepresentations or breaches of a representation herein or warranty or the nonperformance or breach of any covenant or agreement of CCI contained herein; (b) the Remaining Liabilities; (c) the ownership and operation of the Acquired Assets and the CATV Business after the Closing; or (d) the ownership or operation of the Retained Franchises after the Subsequent Transfer thereof. Any obligations of CCI under the provisions of this Article shall be paid promptly to a CCI Indemnified Party by CCI in the manner set forth in Section 10.06. Notwithstanding anything contained herein to the contrary, the indemnification provided above shall not apply until the aggregate of all amounts subject to indemnification under this Section 10.03 equals or exceeds $671,000; provided, that in the event the aggregate amount of all claims hereunder equals or exceeds $671,000, CCI shall be liable for the total amount of all such claims starting from the first dollar. In any event, the maximum amount that CCI will be required to pay under this Section 10.03 in respect of all claims by all parties is Ten Million Dollars ($10,000,000). Any claim for indemnification pursuant to this Section 10.03 must be made in writing prior to the expiration or termination of the applicable representation, warranty, covenant or agreement under Section 10.01.
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Indemnification by CCI. Subject to SECTIONS 13.1 AND 13.4, CCI shall indemnify Eastbrokers and East and the Affiliates, directors and officers of each of them for, and shall hold each of them harmless from, any and all Indemnified Liabilities asserted against or incurred or sustained by any of them relating to, associated with or arising out of (i) any breach of any of the warranties or representations of Cohig and CCI set forth in Article III or Article IV of this Agreement, (ii) any breach of any breach of any of the covenants of Cohig or CCI set forth in this Agreement, or (iii) any Taxes of Cohig with respect to any Tax year or portion thereof ending on or before the date hereof (or for any Tax year beginning before and ending after the Closing Date to the extent allocable (determined in a manner consistent with SECTION 10.7) to the portion of such period beginning before and ending on the Closing Date), to the extent such Taxes are not reflected in the reserve for Tax liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the face of Cohig's balance sheet for the Most Recent Fiscal Month End, and (y) unpaid Taxes of any person (other than Cohig) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise. In addition, CCI shall indemnify the Surviving Corporation for all Indemnified Liabilities asserted against, incurred or sustained by the Surviving Corporation to the extent such Indemnified Liabilities exceed $500,000 annually during each of the two years subsequent to the date hereof relating to, associated with or arising out of, any and all liabilities or obligations of Cohig other than: (i) obligations fully reserved for on the balance sheet of Cohig included in the Interim Financial Statements; (ii) liabilities set forth on the Schedules hereto except for liabilities relating to or arising from the matters set forth on Schedule 3.15; and (iii) liabilities incurred in connection with the operation of the Business after the date hereof. Notwithstanding anything to the contrary, the maximum liability of CCI arising pursuant to this Article XIII for Indemnified Liabilities shall not exceed the fair market value of the Merger Shares or other assets substituted therefor which are held in an escrow account pursuant to the terms of the Escrow Agreement.
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Indemnification by CCI. CCI shall indemnify, defend and hold harmless Customer, its officers, directors, agents and employees from and against any and all claims, losses, damages, liabilities and expenses (including penalties and attorneys' fees) which are incurred or suffered by or imposed upon Customer arising out of or relating to (i) any failure or breach by CCI to perform any of its covenants, agreements or obligations under Section 6.1 of this Agreement or (ii) any material inaccuracy or incompleteness of any of the representations and warranties of CCI contained in this Agreement or in any Schedule, certificate or document delivered in connection with this Agreement.
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Related to Indemnification by CCI

  • Indemnification by Us We shall defend You against any claim, demand, suit or proceeding made or brought against You by a third party alleging that the use of Xxxx.xxx Services, excluding Xxxx.xxx Data, as permitted hereunder infringes or misappropriates third party intellectual property rights, (a "Claim Against You"), and shall indemnify You for any damages, attorney fees and costs finally awarded against You as a result of, or for amounts paid by You under a court-approved settlement of, a Claim Against You; provided that You (a) promptly give Us written notice of the Claim Against You, (b) give Us sole control of the defense and settlement of the Claim Against You (provided that We may not settle or defend any Claim Against You unless We unconditionally release You of all liability), and (c) provide Us all reasonable assistance, at Our expense. In the event of a Claim Against You, or if We reasonably believe the Xxxx.xxx Services may infringe or misappropriate, We may in our discretion and at no cost to You (i) modify the Xxxx.xxx Services so that they no longer infringe or misappropriate, without breaching Our warranties under “Our Warranties” above, (ii) obtain a license for Your continued use of the Xxxx.xxx Services in accordance with this Agreement, or (iii) terminate Your right to use such Xxxx.xxx Services upon 30 days’ written notice and refund You any prepaid fees covering the remainder of the applicable Xxxx.xxx Service term after the effective date of termination. If a court orders You to cease using part or all of the Xxxx.xxx Services in connection with a Claim Against You, We shall take the actions described in subpart (i) or (ii) of the preceding sentence, or if We cannot accomplish (i) or (ii) in a commercially reasonable manner, We shall take the actions described in subpart (iii) of the preceding sentence, all at no cost to You.

  • 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 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 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 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 Company In connection with each Registration Statement relating to disposition of Registrable Securities, the Company shall indemnify and hold harmless each Holder and each underwriter of Registrable Securities and each Person, if any, who controls such Holder or underwriter (within the meaning of section 15 of the Securities Act or section 20 of the Exchange Act) against any and all losses, claims, damages and liabilities, joint or several (including any reasonable investigation, legal and other expenses incurred in connection with, and any amount paid in settlement of any action, suit or proceeding or any claim asserted), to which they, or any of them, may become subject under the Securities Act, the Exchange Act or other federal or state law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that such indemnity shall not inure to the benefit of any Holder or underwriter (or any person controlling such Holder or underwriter within the meaning of section 15 of the Securities Act or section 20 of the Exchange Act) on account of any losses, claims, damages or liabilities arising from the sale of the Registrable Securities if such untrue statement or omission or alleged untrue statement or omission was made in such Registration Statement, Prospectus or preliminary Prospectus, or such amendment or supplement, in reliance upon and in conformity with information furnished in writing to the Company by such Holder or underwriter specifically for use therein; provided, further, that the Company shall not be liable to such Holder or any underwriter (or any person controlling such Holder or underwriter) with respect to any such untrue statement or alleged untrue statement or omission made in any preliminary Prospectus that is corrected in the Prospectus (or any amendment or supplement thereto) if the person asserting any such loss, claim, damage or liability purchased shares of the Common Stock from such Holder or underwriter but was not given a copy of the Prospectus (as amended or supplemented) in any case where such delivery of the Prospectus (as amended or supplemented) was required by the Securities Act. The Company shall also indemnify selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers and directors and each Person who controls such Persons (within the meaning of section 15 of the Securities Act or section 20 of the Exchange Act) to the same extent as provided above with respect to the indemnification of the Holders of Registrable Securities, if requested. This indemnity agreement shall be in addition to any liability which the Company may otherwise have.

  • Indemnification by Xxxxxx In the event of any registration under the Securities Act of any offering of Shares, Xxxxxx hereby agrees to indemnify and hold harmless the Company and each person who controls the Company within the meaning of the Securities Act and each other person (including each underwriter, and each other person, if any, who controls such underwriter, and each other selling shareholder, and each other person, if any, who controls such selling shareholder) who participates in the offering of such Shares, against any Losses, joint or several, to which the Company, other selling shareholder, or controlling person or participating person may become subject under the Securities Act or otherwise, insofar as such Losses (or proceedings in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained therein, on the effective date thereof, in any registration statement under which an offering of such Shares was registered under the Securities Act, in any preliminary prospectus or final prospectus contained therein, or in any amendment or supplement thereto, or arise out of or are based upon 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, and will reimburse the Company, other selling shareholders, and each such controlling person or participating person for any legal or other expenses reasonably incurred by the Company, other selling shareholders, or such controlling person or participating person in connection with investigating or defending any such Loss or proceeding: provided, however, that Xxxxxx will be liable in any such case to the extent, and only to the extent, that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, said preliminary or final prospectus or said amendment or supplement in reliance upon and in conformity with written information furnished by Xxxxxx specifically for use in the preparation thereof. Notwithstanding the foregoing, the liability of Xxxxxx under this Section 10 shall be limited to an amount equal to the price of the Shares sold by Xxxxxx in connection with such registration unless such liability arises out of acts based on willful conduct of Xxxxxx.

  • 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 Fund Subject to the limitations set forth in this Agreement, each Fund agrees to indemnify and hold harmless the Custodian and its nominees from all losses, damages and expenses (including attorneys' fees) suffered or incurred by the Custodian or its nominee caused by or arising from actions taken by the Custodian, its employees or agents in the performance of its duties and obligations under this Agreement, including, but not limited to, any indemnification obligations undertaken by the Custodian under any relevant subcustodian agreement; provided, however, that such indemnity shall not apply to the extent the Custodian is liable under Sections 6 or 7 hereof. If any Fund requires the Custodian to take any action with respect to Securities, which action involves the payment of money or which may, in the opinion of the Custodian, result in the Custodian or its nominee assigned to such Fund being liable for the payment of money or incurring liability of some other form, such Fund, as a prerequisite to requiring the Custodian to take such action, shall provide indemnity to the Custodian in an amount and form satisfactory to it.

  • 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.

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