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 Xxxxx. Xxxxx agrees to indemnify and hold harmless each of the Fund and the Adviser, 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 Adviser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 9, as incurred, but only with respect to (i) any failure by Xxxxx to comply with the prospectus delivery requirements applicable to the Placement Shares; and (ii) 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 Adviser 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 Adviser acknowledge that Xxxxx has not furnished any information to the Fund for inclusion in the Prospectus.
Indemnification by Xxxxx. In connection with any registration statement in which Xxxxx is participating, Xxxxx will furnish to the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such registration statement or prospectus and, to the extent permitted by law, will indemnify and hold harmless the Company and its Indemnitees against any losses, claims, damages, liabilities, joint or several, to which the Company or any such Indemnitee 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 (a) any untrue or alleged untrue statement of material fact contained in the registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or in any application, together with any documents incorporated therein by reference or (b) any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, any such prospectus or preliminary prospectus or any amendment or supplement thereto, or in any application, in reliance upon and in conformity with written information prepared and furnished to the Company by Xxxxx expressly for use therein, and Xxxxx will reimburse the Company and each such Indemnitee for any legal or any other expenses including any amounts paid in any settlement effected with the consent of Xxxxx, which consent will not be unreasonably withheld or delayed, incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding; provided, however, that the obligation to indemnify will be limited to the net amount of proceeds received by Xxxxx from the sale of Registrable Securities pursuant to such registration statement, less any other amounts paid by Xxxxx in respect of such untrue statement, alleged untrue statement, omission or alleged omission.
Indemnification by Xxxxx. Xxch Fund will indemnify and hold Van Kampen harmless from all loss, cost, damage and expensx, xxxxxxxng reasonable expenses for legal counsel, incurred by Van Kampen resulting from (a) any claim, demand, action or xxxx xx xonnection with Van Kampen's acceptance of this Agreement; (b) an action ox xxxxxxxx xy Van Kampen in the performance of its duties hereunder; (c) Xxx Xxxxxn's acting upon instructions believed by it to haxx xxxx xxxxuted by a duly authorized officer of the Fund; or (d) Van Kampen's acting upon information provided by the Fund xx xxxx xxx under policies agreed to by Van Kampen and the Fund. Van Kampen shall not be entitled to such xxdemnification ix xxxxxxx of action or omissions constituting negligence or willful misconduct of Van Kampen or its agents or contractors. Prior to admittinx xxx xxxxm against it which may be subject to this indemnification, Van Kampen shall give the Fund reasonable opportunity to dxxxxx xxxxnst said claim on its own name or in the name of Van Kampen.
Indemnification by Xxxxx. Subject to the terms and conditions of this Article VII, Xxxxx shall indemnify and defend Seller and Seller’s 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, Seller Indemnitees based upon, xxxxxxx out of, with respect to or by reason of:
Indemnification by Xxxxx. Subject to the limitations set forth in this Article X, from and after the Closing, Buyer shall indemnify, defend and hold harmless Seller, its Affiliates and each of their respective stockholders, members, partners, managers, officers, directors, employees, consultants, agents and representatives (the “Seller Indemnified Parties”) from any and all Adverse Consequences actually incurred or paid by a Seller Indemnified Party as a result of (i) any breach of any representation or warranty of Buyer contained in Article IV of this Agreement, (ii) any breach of any covenant or agreement of Buyer contained in this Agreement, or (iii) any liability with respect to any Sale Entity, including those that may be incurred by Seller, whether arising before, on or after the Closing Date, except for (A) the Retained Liabilities or (B) any liability for which Seller has indemnification obligations pursuant to Section 10.1(a)(i) through (v) above.
Indemnification by Xxxxx indemnification by the Buyer about the Buyer faithfully and punctually observing and performing all covenants, stipulations and obligations required to be performed by the Buyer hereunder. The Buyer agrees to keep indemnified the Land Owners and the Promoter/Vendor and/or their successors in interest, of, from and against any losses, damages, costs, charges and expenses which may be suffered by the Land Owners and the Promoter/Vendor and/or their successors-in-interest by reason of any default of the Buyer.
Indemnification by Xxxxx. (a) Xxxxx will indemnify, defend and hold harmless Customer and its directors, officers, employees and agents, to the extent of the insurance limits set forth in Section 7, from and against all demands, claims, actions, losses, judgments, costs and expenses (including reasonable attorney fees) (collectively “Damages”) imposed upon or incurred by Customer to the extent arising out of any of the following:
Indemnification by Xxxxx. Buyer shall indemnify, defend with counsel reasonably acceptable to Seller, and hold harmless Seller and its successors and assigns and the directors, officers, employees, and agents of each (collectively, the "Seller Group"), at, and at any time after, the Closing, from and against any and all Losses asserted against, resulting to, imposed upon, or incurred by the Seller Group, directly or indirectly, by reason of, resulting from, or arising in connection with, any of the following:
Indemnification by Xxxxx. In addition to any other rights Novartis may have at law or in equity, Xxxxx will indemnify, defend and hold harmless Novartis and its Affiliates and their respective employees, officers and directors, and their successors and assigns (each, an “Novartis Indemnified Party”), from and against any and all Damages which the Novartis Indemnified Party may incur, suffer or be required to pay to the extent resulting from or arising out of Claims by Third Parties and not subject to indemnification by Novartis pursuant to Section 15.1, arising out of or relating to: (a) the research, Development, Commercialization (including promotion, advertising, offering for sale, sale or other disposition), transfer, importation or exportation, manufacture, labeling, handling or storage, or use of, or exposure to, any Compound or any Product by or for Xxxxx or any of its Affiliates, distributors, sublicensees, agents Certain information marked as [***] has been excluded from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. and contractors outside of the Field, including claims and threatened claims based on product liability, bodily injury, risk of bodily injury, death or property damage, infringement or misappropriation of Third Party patents, copyrights, trademarks or other intellectual property rights, or the failure to comply with Applicable Laws related to the matters referred to in this subsection (a) with respect to any Compound or any Product; (b) based on any material breach of any representation, warranty or covenant of Xxxxx in this Agreement; and/or (c) the gross negligence, recklessness or willful misconduct of Xxxxx or its Affiliates or its or their respective directors, officers, employees and agents, in connection with Xxxxx’x performance of its obligations or exercise of its rights under this Agreement.
