Fund Indemnification. The Fund, on behalf of the Portfolio, agrees -------------------- that the Portfolio will indemnify, defend and hold harmless Funds Distributor, its several officers and directors, and any person who controls Funds Distributor within the meaning of Section 15 of the 1933 Act, from and against any losses, claims, damages or liabilities, joint or several, to which any of them may become subject under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectuses or in any application or other document executed by or on behalf of a Portfolio, or arise out of or based upon, information furnished by or on behalf of a Portfolio, filed in any state in order to sell the Shares under the securities or blue sky laws thereof ("Blue Sky Application"), 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 Funds Distributor, its several officers and directors, and any person who controls Funds Distributor within the meaning of Section 15 of the 1933 Act, for any legal or other expenses reasonably incurred by any of them in investigating, defending or preparing to defend any such action, proceeding or claim; provided, however, that neither the Fund nor any -------- ------- Portfolio shall be liable in any case to the extent that such loss, claim, damage or liability arises out of, or is based upon, any untrue statement, alleged untrue statement, or omission or alleged omission made in the Registration Statement, the Prospectuses, any Blue Sky Application or any application or other document executed by or on behalf of the Fund in reliance upon and in conformity with written information furnished to the Fund by or on behalf of Funds Distributor specifically for inclusion therein. A Portfolio shall not indemnify any person pursuant to this subsection 3 unless the court or other body before which the proceeding was brought has rendered a final decision on the merits that such person was not liable by reason of his willful misfeasance, bad faith or gross negligence in the performance of his duties, or his reckless disregard of his obligations and duties, under this Agreement ("disabling conduct") or,...
Fund Indemnification. In addition to the foregoing, the Company agrees that the Fund Indemnitors shall have all of the rights of indemnification and advancement, etc. from the Company granted to Indemnitee pursuant to Sections 2 through 5, inclusive (and any obligations owed by the Indemnitee to the Company pursuant to those sections), as if “Fund Indemnitors” were “Indemnitee” for purposes of such Sections, with respect to all Indemnifiable Events (defined as set forth in Section 1(d) with no changes thereto; i.e. all references to “Indemnitee” set forth in Section 1(d) will mean and refer to Indemnitee, not Fund Indemnitors). It is acknowledged and agreed that with respect to the advance of any Expenses to the Fund Indemnitors per Section 2(c), the Company may condition any such advance to such Fund Indemnitors agreeing to repay such advances to the extent set forth in Section 2(c) as if the Fund Indemnitors were “Indemnitee” thereunder.
Fund Indemnification. (a) Whether or not the transactions contemplated hereby are consummated, the Fund shall indemnify and hold the Bank and its officers, directors, employees, counsel, agents and attorneys-in-fact (each, an "INDEMNIFIED PERSON"), harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loan or replacement of the Bank) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection with any of the foregoing, including with respect to any investigation, litigation or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Loan or the use of the proceeds thereof, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "INDEMNIFIED LIABILITIES"); PROVIDED that the Fund shall not have an obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities resulting solely from the gross negligence or willful misconduct of such Indemnified Person. The agreements in this Section shall survive payment of all other Obligations.
Fund Indemnification. The Company agrees that the Fund Indemnitors shall have all of the rights of Indemnitee pursuant to this Agreement (and any obligations owed by the Indemnitee to the Company pursuant to this Agreement), as if the “Fund Indemnitors” were “Indemnitee” for purposes of this Agreement, provided that all references to “Indemnitee” set forth in Section 2(f) will mean and refer to Indemnitee, not Fund Indemnitors. It is acknowledged and agreed that with respect to the advance of any Expenses to the Fund Indemnitors per Section 5, the Company may condition any such advance to the Fund Indemnitors agreeing to pay such advances to the extent set forth in Section 5 as if the Fund Indemnitors were “Indemnitee” thereunder.]
Fund Indemnification. Fund shall defend, indemnify and hold harmless Yardi and its licensors and affiliates and their respective officers, directors, employees, contractors and agents, from all claims, damages, liabilities, and expenses (including reasonable attorneys’ fees and court costs) arising out of, connected with, or resulting in any way from any third party action, claim, or any other assertion of a legal right (including by a government entity), even if the claim is groundless, fraudulent, or false, in connection with, resulting from, arising out of, or relating to, Fund’s or Fund Designated Users’ use of the Licensed Programs and Yardi Cloud Services. In the event of an action subject to indemnification hereunder, Fund shall provide written notice to Yardi in a timely manner after Fund receives actual notice of the existence of a claim. Fund shall have the right, at its expense, to employ counsel reasonably acceptable to Yardi to defend the claim, and to compromise, settle or otherwise dispose of the claim; provided, however, that no compromise or settlement of any claim admitting liability of or imposing duties or restrictions upon Yardi may be effected without the prior written consent of Yardi. Yardi will cooperate in such action by making available to Fund, at Fund’s expense, records reasonably necessary for the defense of the claim. SCHEDULE I REAL ESTATE ADMINISTRATION SERVICES FOR SPVS All services are subject to the review and approval of the Fund or its designee.
Fund Indemnification. The Fund hereby agrees to indemnify and hold Sub-adviser harmless from any and all direct or indirect liabilities, losses or damages (including reasonable attorney’s fees) suffered by Sub-adviser resulting from (i) the Fund’s material breach of Section 1.4 or Section 5.2 hereof or (ii) bad faith, willful misfeasance, reckless disregard or gross negligence on the part of the Fund or any of its directors, officers or employees in the performance of its duties and obligations under this Agreement, except to the extent such loss results from Sub-adviser’s own willful misfeasance, bad faith, reckless disregard or gross negligence in the performance of Sub-adviser’s duties and obligations under this Agreement. For the avoidance of doubt, no act of willful misfeasance, bad faith, reckless disregard or gross negligence in the performance of Adviser’s duties and obligations under this Agreement shall relieve the Fund of any indemnification obligation to which Sub-adviser would be otherwise entitled pursuant to this Section 4.2(b).
Fund Indemnification. Notwithstanding any contrary provision herein, the Company further agrees to indemnify, defend and hold harmless each of the Investors identified as a “VC Fund Investor” in Exhibit B attached hereto (which shall be deemed to include ADC upon its execution of a counterpart to this Agreement) and their respective affiliates (the “Indemnitees”) against losses arising in whole or in part out of any occurrence related to the fact that Indemnitees are or were or may be deemed a director, officer, stockholder, employee, controlling person, agent, or fiduciary of the Company, except with respect to Fraudulent Acts. Wherein “Affiliate” for this purpose shall mean, with respect to any person or entity, any person or entity which, directly or indirectly, controls, is controlled by or is under common control with such person or entity, on or after the date first written above, including, without limitation, any partner, officer, director, member or employee of such person or entity and any venture capital fund now or hereafter existing which is controlled by or under common control with one or more general partners or shares the same management company with such person or entity. In furtherance of and not in limitation of the foregoing, the Company shall advance expenses, including, without limitation, attorneys’ fees, incurred by any Indemnitee in defending any civil, criminal, administrative or investigative action, suit or proceeding in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such Indemnitee to repay such advance if it shall be ultimately determined that such Indemnitee is not entitled to be indemnified by the Company. The foregoing right of indemnification shall in no way be exclusive of any other rights of indemnification to which any Indemnitee may be entitled, under any by-law, agreement, vote of directors or stockholders or otherwise.
Fund Indemnification. In the event that with respect to any period commencing on the Closing Date and ending the day preceding the fifth anniversary of the Closing Date, any Buyer Indemnitee is assessed any withdrawal liability under Section 4201 of ERISA from the SEIU National Industry Pension Fund (the “Fund”) on account of all, or any portion of, the Facility, or the Fund makes any claim or demand against any Buyer Indemnitee asserting any such withdrawal liability, then the Sellers shall, jointly and severally, indemnify, defend and hold harmless the Buyer Indemnitees from and against such withdrawal liability and any claims or demands with respect thereto, including reasonable legal fees and expenses. Notwithstanding the foregoing, the Sellers shall have no indemnification obligation under this Section 11.3 to the extent that the Buyer Indemnitees are not entitled to the benefit of the Fund’s five-year free look period on account of: (i) contributions to the Fund by the Buyer’s manager (including any entity required to be aggregated with the Buyer’s manager under Section 414 of the Code) that equal or exceed two percent (2%) of the sum of all employer contributions made to the Fund; (ii) an intentional waiver by the Buyer Indemnitees of the benefits of the Fund’s five-year free look period; or (iii) a statutory change in Section 4210 of ERISA that results in an elimination or reduction in the Fund’s five-year free look period as it applies to the Buyer Indemnitees.
