Indemnification by the. Sellers Subject to the limitations expressly set forth in Section 9.6, each Seller, jointly and severally, will indemnify and hold harmless the Purchaser and its Affiliates and its and their respective Representatives (collectively, the “Purchaser Indemnified Parties”) from and against, and will pay to the Purchaser Indemnified Parties the monetary value of, any and all Losses incurred or suffered by the Purchaser Indemnified Parties arising out of or resulting from: (a) any inaccuracy in or breach of any representation or warranty or other statement of any Seller contained in this Agreement; provided that, with respect to any recovery under the RWI Policy from the RWI insurer, this clause (a) shall be deemed to include any allegations that, if true, would constitute an inaccuracy in or breach of any representation or warranty or other statement of any Seller contained in this Agreement; (b) any nonfulfillment, nonperformance or other breach of any covenant or agreement of any Seller contained in this Agreement; (c) any Excluded Liabilities or Excluded Assets; (d) any intentional fraud, intentional misrepresentation or Willful Breach with respect to any representation, warranty, covenant or agreement of any Seller contained in this Agreement; or (e) any matter disclosed on Annex 9.1(e) of this Agreement. 9.2 Indemnification by the Purchaser Subject to the limitations expressly set forth in Section 9.6 the Purchaser will indemnify and hold harmless the Seller and its Affiliates and its and their respective Representatives (collectively, the “Seller Indemnified Parties”; the Seller Indemnified Parties and the Purchaser Indemnified Parties, as applicable, the “Indemnified Parties”) from and against, and will pay to the Seller Indemnified Parties the monetary
Indemnification by the. Vendors Subject to the limitations set forth below, the Vendors agree to indemnify the Purchaser against any and all losses which the Purchaser may sustain which arise out of or result from a breach of any of the representations, warranties, covenants or agreements of the Vendors contained in this Agreement. The Vendors shall not be under any obligation to indemnify or recompense the Purchaser for any contingent or other such losses of a similar nature (unless and to the extent that such losses become realized) and the Purchaser hereby unconditionally waive any claim therefor.
Indemnification by the. [CORPORATION/TRUST]. In the absence of willful misfeasance, bad faith, negligence or reckless disregard of duties hereunder on the part of the Adviser or any of its officers, directors, employees or agents, the [Corporation/Trust] on behalf of the Funds hereby agrees to indemnify and hold harmless the Adviser against all claims, actions, suits or proceedings at law or in equity whether brought by a private party or a governmental department, commission, board, bureau, agency or instrumentality of any kind, arising from the advertising, solicitation, sale, purchase or pledge of securities, whether of the Funds or other securities, undertaken by the Funds, their officers, directors, employees or affiliates, resulting from any violations of the securities laws, rules, regulations, statutes and codes, whether federal or of any state, by the Funds, their officers, directors, employees or affiliates.
Indemnification by the. Seller The Seller agrees to indemnify and hold harmless the Purchaser from and against any liability, damage, cost or expense, including reasonable attorney's fees inured as a result of breach by the Seller of any material representation, warranty, agreement or covenant of the Seller hereunder.
Indemnification by the. Distributor (a) The Distributor shall indemnify and hold harmless the Company and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act and any director, officer, employee or agent of the foregoing (collectively, the “Indemnified Parties” for purposes of this Section 8.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Distributor which consent may not be unreasonably withheld) or litigation expenses (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Trust’s shares or the Contracts or the performance by the parties of their obligations hereunder and:
Indemnification by the. 9.1 (a). The Company agrees to indemnify and hold harmless the Fund, the Underwriter and the Adviser and each trustee/director and officer thereof and each person, if any, who controls the Fund, the Underwriter, or the Adviser within the meaning of Section 15 of the 1933 Act (collectively, the "Indemnified Parties" for purposes of this Section 9.1) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Company), expenses or litigation (including legal and other expenses) (hereinafter referred to collectively as a "Loss"), to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as a Loss is related to the sale or acquisition of the Fund's shares or the Contracts and : arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement, prospectus or private offering memorandum for the Contracts or contained in the Contracts or sales literature or other promotional materials for the Contracts (or any amendment or supplement to any of the foregoing), . or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statement therein not misleading, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with written information fiuTiished to the Company by or on behalf of the Indemnified Party for use in the registration statement o r prospectus for the Contracts or in the Contracts or in sales literature or any other promotional materials (or any amendment or supplement to any of the foregoing); or
Indemnification by the. Investors If any Registrable Securities are included in any registration statement, the Investors who beneficially own such Registrable Securities (the "Indemnifying Investors") shall indemnify and hold harmless, to the fullest extent permitted by law, the Trust and each trustee, officer and employee of the Trust, and each Person who controls the Trust within the meaning of the Securities Act (the "Investor Indemnified Parties"), against losses, claims, damages, liabilities or judgments (or actions or proceedings, whether commenced or threatened, in respect thereof) that arise out of or are based upon (a) any statement or alleged statement in or omission or alleged omission from such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with information furnished to the Trust by the Investors, or (b) any violation by the Investors, or their respective directors, officers, partners, employees, agents and affiliate, of this Agreement or any law applicable to and in connection with such registration, and such Investors shall reimburse the Investor Indemnified Parties for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or judgment (or action or proceeding in respect thereof) described in clauses (a) or (b). In no event shall any Indemnifying Investor, its directors, officers or any person who controls such Indemnifying Investor be liable or responsible for any amount in excess of the amount by which the total amount received by such Indemnifying Investor with respect to any registration of any securities of the Trust under the Securities Act exceeds (i) the pro rata amount paid by such Indemnifying Investor for such securities of the Trust and (ii) the amount of any damages that such Indemnifying Investor, its directors, officers or any person who controls such Indemnifying Investor has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission.
Indemnification by the. Company In addition to the indemnification obligations in connection with the discharge of Hazardous Substances as provided below, you agree to indemnify, protect, defend and otherwise hold harmless, the Science Center and its shareholders, directors, officers, employees, agents, affiliates, principals and Building manager (collectively, the “Parties”), from and against any and all claims, actions, causes of action, judgments, liabilities, obligations, damages, costs or expenses, including reasonable counsel fees and court costs (whether such loss is direct, consequential or otherwise) (collectively, “Claims”) arising out of or by reason of any injury or claim of injury to persons or property of any nature and howsoever caused, arising out of the use, occupancy and control of the Premises at any time during the term of this Agreement; excepting, however, claims caused by or resulting from, in part or the building in whole, the willful or grossly negligent misconduct or omission of any of the Parties, provided that in such case no Party shall be liable for any consequential, special, incidental or indirect damages arising therefrom. You acknowledge that in the event of any damage, destruction or other casualty to your assets and/or operations caused by or arising out of activities undertaken by a person or entity other than the Parties, you will pursue your Claims against such persons or entities and will not pursue any Claims against the Parties.
Indemnification by the. SPAR Principals respecting a SMS Field Reclassification. The SPAR Principals, jointly and severally, shall indemnify, defend and hold harmless the Merger Parties and their respective Representatives from and against any and all Taxes and related Losses incurred by any of them with respect to any period (or partial period) ending on or before the Closing Date as a result of any SMS Employment Tax, SMS Benefit Liability or SMS Defense Expense not paid or otherwise satisfied by SMS or the SPAR Principals (as the case may be) to the extent finally determined to be due as a result of or related to any applicable SMS Field Reclassification or related SMS Tax Proceeding. The SPAR Principals' obligation to indemnify, defend or hold harmless the Merger Parties and their respective Representatives from any such liability shall terminate 30 days after the expiration of the applicable statute of limitations in respect of such liability (other than with respect to proceedings pending at the time of expiration, which shall continue with respect to such proceedings until such proceedings are finally resolved).
Indemnification by the. Stockholders and the ------------------------------------------- Parent. (a) The Parent and its affiliates (including, after the Closing, ------ the Surviving Corporation), officers, directors, employees, agents, successors and assigns shall be indemnified and held harmless by the Stockholders for any and all liabilities, losses, damages, claims, costs and expenses, interest, awards, judgments and penalties (including, without limitation, attorneys' fees and expenses) actually suffered or incurred by them (including, without limitation, in connection with any action brought or otherwise initiated by any of them) (hereinafter a "Loss"), arising out ---- of or resulting from:
