Common use of Indemnification Liability Clause in Contracts

Indemnification Liability. (a) The Company will indemnify and hold harmless BRS and its officers, directors, principals, partners, members, employees, agents, representatives and Affiliates (each being an “Indemnified Party”) from and against any and all losses, claims, actions, damages and liabilities, joint or several, to which such Indemnified Party may become subject under any applicable federal or state law, made by any third party or otherwise, relating to or arising out of the Services or other matters referred to in or contemplated by this Agreement or the engagement of such Indemnified Party pursuant to, and the performance by such Indemnified Party, of the Services or other matters referred to or contemplated by this Agreement, and the Company will reimburse any Indemnified Party for all costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses) as they are incurred in connection with the investigation of, preparation for or defense of any pending or threatened claim, or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto. The Company will not be liable under the foregoing indemnification provision to the extent that any loss, claim, damage, liability, cost or expense is determined by a court, in a final judgment from which no further appeal may be taken, to have resulted solely from the willful misconduct of such Indemnified Party. The reimbursement and indemnity obligations of the Company under this Section 5 shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any Affiliate of BRS and the stockholders, officers, directors, principals, partners, members, employees, agents, representatives, affiliates and controlling persons (if any), as the case may be, of BRS and any such Affiliate and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company, BRS, any such Affiliate and any such person. The provisions of this Section 5 shall survive the termination of this Agreement.

Indemnification Liability. INSURANCE Indemnification by BP. BP agrees to defend Pieris, its Affiliates and their respective directors, officers, stockholders, employees and agents, and their respective successors, heirs and assigns (a) The Company collectively, the “Pieris Indemnitees”), and will indemnify and hold harmless BRS and its officersthe Pieris Indemnitees, directors, principals, partners, members, employees, agents, representatives and Affiliates (each being an “Indemnified Party”) from and against any and all liabilities, losses, claimscosts, actionsdamages, damages and liabilities, joint fees or several, expenses payable to which such Indemnified Party may become subject under any applicable federal or state law, made by any third party or otherwise, relating to or arising out of the Services or other matters referred to in or contemplated by this Agreement or the engagement of such Indemnified Party pursuant toa Third Party, and the performance by such Indemnified Party, of the Services or other matters referred to or contemplated by this Agreement, and the Company will reimburse any Indemnified Party for all costs and expenses (including, without limitation, reasonable attorneys’ fees and expensesother legal expenses with respect thereto (collectively, “Losses”) as they are incurred in connection with the investigation of, preparation for or defense arising out of any pending or threatened claim, action, lawsuit or other proceeding by a Third Party (collectively, “Third Party Claims”) brought against any Pieris Indemnitee and resulting from or occurring as a result of: (a) any activities conducted by a BP employee, consultant or (sub)contractor in the performance of the BP Conducted Activities, (b) the performance by BP or its Affiliates, Sublicensees, distributors or contractors of BP’s obligations under this Agreement, (c) any breach by BP of any of its representations, warranties or covenants set forth in Section 11.1, or (d) the negligence or willful misconduct of BP or any action BP Affiliate or proceeding arising therefrom, whether or not Sublicensee in the performance of this Agreement; except in any such Indemnified Party is a party thereto. The Company will not be liable under the foregoing indemnification provision case to the extent that any loss, claim, damage, liability, cost such Losses result from: (i) the negligence or expense is determined by a court, in a final judgment from which no further appeal may be taken, to have resulted solely from the willful misconduct of such Indemnified Party. The reimbursement and indemnity obligations of the Company under this Section 5 shall be in addition to any liability which the Company may otherwise havePieris Indemnitee, shall extend upon the same terms and conditions to (ii) any Affiliate of BRS and the stockholders, officers, directors, principals, partners, members, employees, agents, representatives, affiliates and controlling persons (if any), as the case may be, of BRS and any such Affiliate and shall be binding upon and inure to the benefit breach by Pieris of any successorsof its representations, assignswarranties, heirs and personal representatives of the Company, BRS, any such Affiliate and any such person. The provisions of this Section 5 shall survive the termination of covenants or obligations pursuant to this Agreement, or (iii) any breach of Applicable Law by any Pieris Indemnitee.

Indemnification Liability. (a) The Company will indemnify and hold harmless BRS CHI and its officers, directors, principals, partners, members, employees, agents, representatives and Affiliates affiliates (each being an “Indemnified Party”) from and against any and all losses, claims, actions, damages and liabilities, joint or several, to which such Indemnified Party may become subject under any applicable federal or state law, made by any third party or otherwise, relating to or arising out of the Services or other matters referred to in or contemplated by this Agreement or the engagement of such Indemnified Party pursuant to, and the performance by such Indemnified Party, of the Services or other matters referred to or contemplated by this Agreement, and the Company will reimburse any Indemnified Party for all costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses) as they are incurred in connection with the investigation of, preparation for or defense of any pending or threatened claim, or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto. The Company will not be liable under the foregoing indemnification provision to the extent that any loss, claim, damage, liability, cost or expense is determined by a court, in a final judgment from which no further appeal may be taken, to have resulted solely from the willful misconduct of such Indemnified Party. The reimbursement and indemnity obligations of the Company under this Section 5 shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any Affiliate affiliate of BRS CHI and the stockholders, officers, directors, principals, partners, members, employees, agents, representatives, affiliates and controlling persons (if any), as the case may be, of BRS CHI and any such Affiliate affiliate and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company, BRSCHI, any such Affiliate affiliate and any such person. The provisions of this Section 5 shall survive the termination of this Agreement.

Indemnification Liability. (aA. To the extent permitted by applicable law, including Section 17(h) The Company and Section 17(i) of the 1940 Act, and subject to the limitations below, the Distributor will indemnify not be liable for and the Fund agrees to indemnify, defend and hold harmless BRS the Distributor, its affiliates and its officerseach of their respective members, managers, directors, principals, partners, membersofficers, employees, agents, representatives and Affiliates any person or entity who controls the Distributor within the meaning of Section 15 of the 1933 Act (each being an collectively, the “Indemnified PartyDistributor Indemnitees”) ), free and harmless from and against any and all losses, claims, actionsdemands, liabilities, damages and expenses (including the commercially reasonable costs of investigating or defending any alleged losses, claims, demands, liabilities, joint damages or severalexpenses and any reasonable counsel fees incurred in connection therewith) (collectively, to which such Indemnified Party “Losses”) that any Distributor Indemnitee may become subject incur under the 1933 Act, the 1934 Act, the 1940 Act, any applicable federal other statute (including blue sky 5 of 11 laws), or state lawany rule or regulation thereunder, made by any third party or under common law or otherwise, relating to or arising out of or relating to (i) the Services Distributor serving as principal underwriter of the Fund pursuant to this Agreement; (ii) the Fund’s material breach of any of its obligations, representations, warranties or covenants contained in this Agreement; (iii) the Fund’s failure to comply with any applicable securities laws or regulations; or (iv) any claim that the Registration Statement, Prospectus, shareholder reports, sales literature and advertising materials or other matters referred information filed or made public by the Fund (as from time to time amended) include or included an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in or contemplated by this Agreement or order to make the engagement of such Indemnified Party pursuant to, and statements therein not misleading under the performance by such Indemnified Party, of the Services or other matters referred to or contemplated by this Agreement, and the Company will reimburse any Indemnified Party for all costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses) as they are incurred in connection with the investigation of, preparation for or defense of any pending or threatened claim1933 Act, or any action other statute or proceeding arising therefromthe common law any violation of any rule of FINRA or of the SEC or any other jurisdiction wherein Shares of the Fund are sold, whether or not such Indemnified Party is a party thereto. The Company will provided, however, that the Fund’s obligation to indemnify any of the Distributor Indemnitees shall not be liable under the foregoing indemnification provision deemed to the extent that cover any lossLosses that, claim, damage, liability, cost or expense is as determined by a court, court of competent jurisdiction in a final judgment decision on the merits, the Registration Statement, Prospectus, sales literature and advertising materials or other information filed or made public by the Fund (as from which no further appeal time to time may be takenamended or supplemented) include or included an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements not misleading, insofar as such statement or omission was made in reliance upon, and in conformity with, information furnished to have resulted solely from the willful misconduct of Fund by the Distributor in writing for use in such Indemnified PartyRegistration Statement, Prospectus, sales literature and advertising materials or other information filed or made public by the Fund. The reimbursement and indemnity obligations of In no event shall anything contained herein be so construed as to protect the Company under this Section 5 shall be in addition to Distributor against any liability to the Fund or its shareholders to which the Company may Distributor would otherwise havebe subject by reason of willful misfeasance, shall extend upon bad faith, reckless disregard or gross negligence in the same terms and conditions to any Affiliate performance of BRS and the stockholders, officers, directors, principals, partners, members, employees, agents, representatives, affiliates and controlling persons (if any), as the case may be, of BRS and any such Affiliate and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company, BRS, any such Affiliate and any such person. The provisions of this Section 5 shall survive the termination of its duties under this Agreement.

Indemnification Liability. (a) The Company will indemnify and hold harmless BRS and its officers, directors, principals, partners, members, employees, agents, representatives and Affiliates affiliates (each being an “Indemnified Party”) from and against any and all losses, claims, actions, damages and liabilities, joint or several, to which such Indemnified Party may become subject under any applicable federal or state law, made by any third party or otherwise, relating to or arising out of the Services or other matters referred to in or contemplated by this Agreement or the engagement of such Indemnified Party pursuant to, and the performance by such Indemnified Party, of the Services or other matters referred to or contemplated by this Agreement, and the Company will reimburse any Indemnified Party for all costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses) as they are incurred in connection with the investigation of, preparation for or defense of any pending or threatened claim, or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto. The Company will not be liable under the foregoing indemnification provision to the extent that any loss, claim, damage, liability, cost or expense is determined by a court, in a final judgment from which no further appeal may be taken, to have resulted solely from the willful misconduct of such Indemnified Party. The reimbursement and indemnity obligations of the Company under this Section 5 shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any Affiliate affiliate of BRS and the stockholders, officers, directors, principals, partners, members, employees, agents, representatives, affiliates and controlling persons (if any), as the case may be, of BRS and any such Affiliate affiliate and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company, BRS, any such Affiliate affiliate and any such person. The provisions of this Section 5 shall survive the termination of this Agreement.

Indemnification Liability. (a) The Company will indemnify and hold harmless BRS and In the event that the Service Provider or any of its officers, directorsaffiliates, principals, partners, directors, stockholders, members, employees, agents, representatives and Affiliates (each being an collectively, the “Indemnified PartyParties”) becomes involved in any capacity in any action, proceeding or investigation in connection with the performance by the Service Provider of Services hereunder or as a result of being party to this Agreement, the Company will indemnify and hold harmless the Indemnified Parties from and against any and all losses, actual or threatened claims, actionslawsuits, damages actions or liabilities (including out-of-pocket expenses and liabilitiesthe reasonable fees and expenses of counsel and other litigation costs and the cost of any preparation or investigation reasonably incurred) of any kind or nature, joint arising as a result of or several, to which such Indemnified Party may become subject in connection with either the Service Provider’s engagement under this Agreement or any applicable federal or state law, made by any third party or otherwise, relating to or arising out of the Services or other matters matter referred to in or contemplated by this Agreement or the engagement of such Indemnified Party pursuant to, and the performance by such Indemnified Party, of the Services or other matters referred to or contemplated by this Agreement, and the Company will reimburse any Indemnified Party for all costs and expenses (including, without limitation, reasonable attorneys’ fees the Services, and expenses) as they are incurred in connection with will periodically upon request reimburse the investigation of, preparation for or defense of any pending or threatened claim, or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto. The for its expenses as described above, except that the Company will not be liable under the foregoing indemnification provision obligated to so indemnify any Indemnified Party if, and to the extent that any lossthat, claimsuch claims, damagelawsuits, liability, cost actions or expense is determined by a court, in a final judgment from which no further appeal may be taken, to have resulted liabilities against such Indemnified Party solely result from the gross negligence or willful misconduct of such Indemnified PartyParty as admitted in any settlement by such Indemnified Party or held in any final, non-appealable judicial or administrative decision. In connection with such indemnification, the Company will promptly remit or pay to the Service Provider or other Indemnified Party any amounts which the Service Provider certifies to the Company in writing are payable to the Service Provider or other Indemnified Parties hereunder, provided that the Indemnified Party undertakes in writing to repay such amounts if it is ultimately determined that such Indemnified Party is not entitled to indemnification hereunder. The reimbursement and indemnity obligations of the Company under this Section 5 6 shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any Affiliate of BRS and the stockholders, officers, directors, principals, partners, members, employees, agents, representatives, affiliates and controlling persons (if any)Indemnified Party, as the case may be, of BRS the Service Provider and any such Affiliate affiliate and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company, BRSthe Service Provider, any such Affiliate and any such personIndemnified Party. The foregoing provisions of this Section 5 shall survive the termination of this Agreement.

Indemnification Liability. (aA. To the extent permitted by applicable law, including Section 17(h) The Company and Section 17(i) of the 1940 Act, and subject to the limitations below, the Distributor will indemnify not be liable for and the Fund agrees to indemnify, defend and hold harmless BRS the Distributor, its affiliates and its officerseach of their respective members, managers, directors, principals, partners, membersofficers, employees, agents, representatives and Affiliates any person or entity who controls the Distributor within the meaning of Section 15 of the 1933 Act (each being an collectively, the “Indemnified PartyDistributor Indemnitees”) ), free and harmless from and against any and all losses, claims, actionsdemands, liabilities, damages and expenses (including the reasonable costs of investigating or defending any alleged losses, claims, demands, liabilities, joint damages or severalexpenses and any reasonable counsel fees incurred in connection therewith) (collectively, to which such Indemnified Party “Losses”) that any Distributor Indemnitee may become subject incur under the 1933 Act, the 1934 Act, the 1940 Act, any applicable federal other statute (including blue sky laws), or state lawany rule or regulation thereunder, made by any third party or under common law or otherwise, relating to or arising out of or relating to (i) the Services Distributor serving as principal underwriter of the Fund pursuant to this Agreement; (ii) the Fund’s material breach of any of its obligations, representations, warranties or covenants contained in this Agreement; (iii) the Fund’s failure to comply with any applicable securities laws or regulations; or (iv) any claim that the Registration Statement, Prospectus, shareholder reports, sales literature and advertising materials or other matters referred information filed or made public by the Fund (as from time to time amended) include or included an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in or contemplated by this Agreement or order to make the engagement of such Indemnified Party pursuant to, and statements therein not misleading under the performance by such Indemnified Party, of the Services or other matters referred to or contemplated by this Agreement, and the Company will reimburse any Indemnified Party for all costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses) as they are incurred in connection with the investigation of, preparation for or defense of any pending or threatened claim1933 Act, or any action other statute or proceeding arising therefromthe common law any violation of any rule of FINRA or of the SEC or any other jurisdiction wherein Shares of the Fund are sold, whether or not such Indemnified Party is a party thereto. The Company will provided, however, that the Fund’s obligation to indemnify any of the Distributor Indemnitees shall not be liable under deemed to cover any Losses arising out of any untrue statement or alleged untrue statement or omission or alleged omission made in the foregoing indemnification provision Registration Statement, Prospectus, annual or interim report, or any such advertising materials or sales literature in reliance upon and in conformity with information relating to the extent that any lossDistributor and furnished to the Fund or its counsel by the Distributor in writing for use is such Registration Statement, claimProspectus, damageshareholder reports, liability, cost or expense is determined by a court, in a final judgment from which sales literature and advertising materials. In no further appeal may event shall anything contained herein be taken, so construed as to have resulted solely from protect the willful misconduct of such Indemnified Party. The reimbursement and indemnity obligations of the Company under this Section 5 shall be in addition to Distributor against any liability to the Fund or its shareholders to which the Company may Distributor would otherwise havebe subject by reason of willful misfeasance, shall extend upon bad faith, reckless disregard or gross negligence in the same terms and conditions to any Affiliate performance of BRS and the stockholders, officers, directors, principals, partners, members, employees, agents, representatives, affiliates and controlling persons (if any), as the case may be, of BRS and any such Affiliate and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company, BRS, any such Affiliate and any such person. The provisions of this Section 5 shall survive the termination of its duties under this Agreement.

Indemnification Liability. (a) Unless otherwise agreed by all of the Local Units, the OCRC will represent the Local Units in the event any legal action is initiated against themarising out of the Project. All costs incurred by the OCRC in such action, including but not limited to legal fees and other items under this section, will be considered Project costs and will be paid for by each of the Local Units in accordance with the allocation of percentages referenced in Section 3 and stated in Exhibit E of this Agreement. The Company will indemnify parties expressly agree that the County and the OCRC shall not be liable and the Local Units shall pay, indemnify, and hold the County and the OCRC harmless BRS and its officers, directors, principals, partners, members, employees, agents, representatives and Affiliates (each being an “Indemnified Party”) from and against all liability of any nature whatsoever for any and all losses, claims, actions, demands, expenses, damages and liabilitieslosses of every kind, joint or several, including but not limited to which such Indemnified Party may become subject under any applicable federal or state law, made by any third party or otherwise, relating liability for injuries to or death of persons and damages to or loss of property, asserted by or on behalf of any person, entity, or governmental authority, arising out of, resulting from, or in any way related to the Project, and pay, indemnify and save the County and the OCRC harmless from and against all costs, attorney fees, and disbursements of any kind or nature incidental to or incurred by the County or the OCRC in relation to said claims, actions, demands, expenses, damages and losses or any of them. Indemnification of the Services or other matters referred County and the OCRC shall be made within thirty (30) days after a demand for payment by the OCRC to in or contemplated by this Agreement or the engagement of such Indemnified Party pursuant toLocal Units, and the performance by such Indemnified PartyLocal Units shall be obligated to pay to the OCRC in accordance with the allocation of percentages referenced in paragraph 3 and stated in Exhibit E of this Agreement. Notwithstanding the foregoing, the Local Units will not be obligated to indemnify or hold the OCRC harmless against any liability which the OCRC would otherwise have arising from intentional or grossly negligent actions or omissions on the part of the Services OCRC or other matters referred its agents with respect to the Project. Without limiting the breadth of the foregoing, but merely by way of example, in no event shall the County or contemplated the OCRC be liable to one or more Local Units for any loss, damage, or expense incurred by any Local Unit because of the design or construction of the Project that is the subject of this Agreement; the OCRC’s obligation under this Agreement is to coordinate and implement the Project as described in Section 4 of this Agreement, and the Company OCRC does not guarantee or warrant the design or construction. The Local Units have agreed to combine several construction projects into one Project for purposes of efficiency, including cost savings. One of the construction projects is the M-121 trunk sewer component of the Project as described in this Agreement; another of the construction projects is the Rush Creek trunk sewer component of the Project as also described in this Agreement. The several construction projects, including discrete sections of the construction projects (each a “Component Project”) together comprise the single Project that is the subject of this Agreement as defined in Recital E. In the event there is a liability triggering the OCRC’s or the County’s right to indemnification under this Agreement, and if in the sole discretion of the OCRC, which discretion it will reimburse any Indemnified Party for all costs exercise reasonably, the OCRC determines that the liability arises from or relates to only one Component Project and expenses (includingnot another, without limitation, reasonable attorneys’ fees and expenses) as they are incurred the OCRC shall allocate the indemnification allocation in connection accordance with the investigation ofcost allocations for the Component Projects set forth in Exhibit E. Otherwise, preparation for the indemnification allocation shall be the general Indemnification Allocation listed in the “Cost Estimate Summary and Indemnification Allocation” table in Exhibit E. For purposes of illustration only, if the OCRC determines that a liability arises from or defense of any pending or threatened claim, or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto. The Company will not be liable under relates to only the foregoing indemnification provision to the extent that any loss, claim, damage, liability, cost or expense is determined by a court, in a final judgment from which no further appeal may be taken, to have resulted solely from the willful misconduct of such Indemnified Party. The reimbursement and indemnity obligations M-121 trunk sewer component of the Company under this Section 5 shall be in addition to any liability which Project and not the Company may otherwise have, shall extend upon the same terms and conditions to any Affiliate of BRS and the stockholders, officers, directors, principals, partners, members, employees, agents, representatives, affiliates and controlling persons (if any), as the case may be, of BRS and any such Affiliate and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives Rush Creek trunk sewer component of the CompanyProject, BRS, any such Affiliate the OCRC shall allocate the indemnification allocations 15.88% to Jamestown and any such person. The provisions of this Section 5 shall survive 84.13% to Georgetown in accordance with the termination of this Agreement.cost allocations for the M-121 trunk sewer Component Project stated in Exhibit E.