Indemnification; Confidentiality. The Parent shall (i) promptly, upon request by the Company, reimburse the Company for all reasonable and documented out-of-pocket costs and expenses (including reasonable attorneys’ fees and accountants’ fees) incurred by the Company or any of its Subsidiaries, or any of their Affiliates, in connection with the cooperation of the Company, its Subsidiaries or any of their respective Affiliates contemplated by Section 5.16(e), and (ii) indemnify and hold harmless the Company, its Subsidiaries, their respective Affiliates, and their respective Representatives and their Affiliates from and against any and all losses, damages, claims, costs or expenses suffered or incurred by any of them in connection with the arrangement of any Debt Financing or Alternative Financing except (i) with respect to any information prepared or provided by or on behalf of the Company or any of its Subsidiaries or any of their respective Representatives or Affiliates, (ii) to the extent such losses, damages, claims, costs or expenses arise from the breach of this Agreement by the Company or result from the gross negligence, bad faith or willful misconduct of the Company, any of its Subsidiaries or their respective Representatives or Affiliates, and the foregoing obligations shall survive termination of this Agreement or (iii) with respect to any material misstatement or omission of a material fact in information provided hereunder in writing by any of the foregoing persons. All information provided by or on behalf of the Company, its Subsidiaries, their respective Affiliates pursuant to Section 5.16 shall be kept confidential by the Parent and its Affiliates in accordance with Section 5.5, except that the Parent shall be permitted to disclose such information to the sources of its Debt Financing, rating agencies and prospective lenders during syndication of the Debt Financing, subject to the sources of the Debt Financing, ratings agencies and prospective lenders entering into customary confidentiality undertakings with respect to such information (and as to which the Company shall be express beneficiaries). This Section 5.16(g) shall survive the consummation of the transactions contemplated hereby and the Closing and any termination of this Agreement and is intended to benefit, and may be enforced by, the parties indemnified pursuant to this Section 5.16(g).
Indemnification; Confidentiality. The Company agrees to indemnify PC and its controlling persons, representatives, and agents in accordance with the indemnification provisions set forth in Appendix I hereto, and the parties agree to the confidentiality provisions of Appendix II hereto, all of which are incorporated herein by reference. These provisions will apply regardless of whether any Offering is consummated.
Indemnification; Confidentiality. The Company agrees to indemnify DC and its controlling persons, representatives, and agents in accordance with the indemnification provisions set forth in Appendix I hereto, and the parties agree to the confidentiality provisions of Appendix II hereto, all of which are incorporated herein by reference. These provisions will apply regardless of whether any Offering is consummated.
Indemnification; Confidentiality. Buyer shall (i) promptly, upon written request by Xxxxxx, reimburse Seller for all reasonable and documented out-of-pocket costs and expenses (including reasonable attorneys’ fees and accountants’ fees) incurred by the Seller or the Business in connection with the cooperation of Seller and the Business as contemplated by 4.11(e), and (ii) indemnify and hold harmless Seller and its Representatives and their Affiliates from and against any and all losses, damages, claims, costs or expenses suffered or incurred by any of them in connection with the arrangement of any Debt Financing or Alternative Financing. All information provided by or on behalf of Seller and the Business pursuant to Section 4.11 shall be kept confidential by Buyer in accordance with Section 4.2(c), except that Buyer shall be permitted to disclose such information to the sources of its Debt Financing, rating agencies and prospective lenders during syndication of the Debt Financing, subject to the sources of Debt Financing, ratings agencies and prospective lenders entering into customary confidentiality undertakings with respect to such information (including customary “click-through” confidentiality undertakings, and as to which Seller shall be an express beneficiary). This Section 4.11(f) shall survive the consummation of the transactions contemplated hereby and the Closing and any termination of this Agreement and is intended to benefit, and may be enforced by, the parties indemnified pursuant to this Section 4.11(f).
Indemnification; Confidentiality. This Release Agreement may be pleaded by any of the Releasees as a full and complete defense and may be used as the basis for an injunction against any action at law or equity instituted or maintained against any of them in violation hereof. If any Claim is brought or maintained by the Releasors against any of the Releasees in violation of this Release Agreement, the Releasors will be responsible for all costs and expenses, including reasonable attorneys’ fees, incurred by the Releasees in defending same. The Institute hereby agrees (i) to keep the existence of this Release Agreement and the terms and conditions contained in this Release Agreement confidential, and (ii) to not disclose any such information concerning this Release Agreement unless required to do so by law (in which case prompt written notice shall be given to Cortex so as to allow it an opportunity to seek appropriate limitations and protections in connection with such disclosure).
Indemnification; Confidentiality. (a) The Company agrees to indemnify and hold harmless the Advisor and its affiliates, agents, and advisors, and their respective directors, officers, employees, agents and controlling persons (each such person is hereinafter referred to as an "INDEMNIFIED PARTY"), from and against any and all losses, claims, damages, liabilities and expenses whatsoever, joint or several, to which any such Indemnified Party may become subject under any applicable federal or state law of the United States of America or otherwise, caused by, relating to or arising out of the engagement evidenced hereby Notwithstanding the foregoing, the Company shall not be liable to any Indemnified Party under the foregoing indemnification provision to the extent that any loss, claim, damage, liability or expense results directly from the willful or intentional misconduct or gross negligence of any Indemnified Party.
Indemnification; Confidentiality. For the avoidance of doubt, the provisions set forth in Sections 12.04 and 12.07 of the Amended Credit Agreement shall apply this Amendment and incorporated herein by this reference, mutatis mutandis.
Indemnification; Confidentiality. The Company agrees to indemnify Alexander Capital and its controlling persons, representatives, and agents in accordance with the indemnification provisions set forth in Appendix I hereto, and the parties agree to the confidentiality provisions of Appendix II hereto, all of which are incorporated herein by reference. These provisions will apply regardless of whether any Offering is consummated.
Indemnification; Confidentiality. Client Group shall indemnify and hold harmless TRGC, and its personnel, agents, officers members, successors and assigns from any and all third party claims, liabilities, damages, losses, costs, and expenses, including reasonable expenses and attorney’s fees (collectively, “Losses”), relating to the services under this Agreement, except to the extent that it is judicially determined by a final order of a court of competent jurisdiction that such Losses directly resulted from the gross negligence or willful misconduct of Rizack or TRGC. Throughout the term of TRGC’s engagement, TRGC shall have in effect its own errors & omission liability insurance providing for aggregate coverage in an amount not less than $2,000,000.00 and upon terms satisfactory to Client Group covering TRGC and its employees, agents and representatives in all matters relating to Client Group. Such insurance shall have “tail” or continuation coverage upon cancellation or termination satisfactory to Client Group. As an officer of the Client Group, Client Group shall use its best efforts to add Rizack to Client Group's director’s and officer’s liability policies, which shall serve as primary director's and officer's liability coverage for Rixxxx. Grxxxxxxxxxx.xxx March 7, 2017 In no event shall TRGC be liable to Client Group, for any loss, damage, cost or expense attributable to any act, omission or misrepresentations by Client Group, its directors, employees or agents. Client Group agrees that under no circumstances will TRGC or its employees, agents, representatives, members or personnel (collectively “Representatives”) be liable to Client Group or its agents, equity holders, officers or directors, or any third party, for any claims, liabilities, damages, losses or expenses (collectively with those Losses defined above, the “Losses”) relating to this engagement pursuant to this engagement, except to the extent a final non-appealable order of a Court of competent jurisdiction finds TRGC directly liable for gross negligence or willful misconduct which caused such Losses, and in no event shall TRGC’s aggregate liability to Client Group and/or third parties exceed the amount of fees Client Group paid to TRGC during the term of the engagement contemplated hereby. In no event will TRGC or its Representatives be liable for consequential, special, indirect, incidental, punitive or exemplary loss, damages or expenses relating to this engagement. These indemnification provisions and limitations of...
Indemnification; Confidentiality
