Indemnification by Agent. Subject to the limitations contained in Section 5 of this Agency Agreement, and in addition to the indemnification set forth in Section 4(b) below, the Agent agrees to indemnify and hold harmless each Lender from and against damages, losses, costs and fees incurred by the Lender that result from Agent’s negligence, willful misconduct or fraud in performing its duties hereunder.
Indemnification by Agent. Agent agrees to indemnify and hold harmless the Company and the Operating Partnership, the Company’s directors, each of the Company’s officers who signed the Registration Statement, and each person, if any, who controls the Company or the Operating Partnership 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 10, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), any “issuer free writing prospectus” (as defined in Rule 433 under the Securities Act) or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Agent Information, furnished in writing to the Company by Agent expressly for use therein. The indemnity agreement set forth in this Section 10(b) shall be in additional to any other liabilities that Agent may otherwise have.
Indemnification by Agent. The Company and the Seller hereby agree to indemnify the Buyer and hold it harmless from and in respect of any assessment, loss, damage, liability, cost, and expense (including, without limitation, interest, penalties, and reasonable attorneys' fees), imposed upon or incurred by the Buyer resulting from a breach of any agreement, representation, or warranty of the Company or by the Seller, including, but not limited to, any undisclosed liabilities or obligations of the Company, whether known by Seller or not, as described in Section 3.05 of this Agreement. Assertion by the Buyer of its right to indemnification under this Section 5.02 shall not preclude the assertion by the Buyer of any other rights or the seeking of any other remedies against the Company or the Seller.
Indemnification by Agent. TA and the Funds and their officers, directors and employees shall not be responsible for and Agent shall indemnify and hold TA and the Funds and their officers directors and employees harmless against any and all losses, damages, costs, charges, counsel fees, payments, expenses and liabilities arising out of or attributable to:
Indemnification by Agent. Agent shall defend and hold harmless HEALTH FIRST, its trustees, board members, officers, employees and agents against any claim, legal action for injunctive relief or damages, and administrative proceeding, by a third party of any type where such claim, legal action or administrative proceeding arises from the acts or omissions of Agent, its directors, officers, employees or agents under the terms and conditions of this Agreement. Such defense of HEALTH FIRST by Agent shall be solely at Agent’s expense, by counsel reasonably acceptable to HEALTH FIRST. HEALTH FIRST shall have the right, solely within its discretion to take control of its own defense at any time at its own expense.
Indemnification by Agent. The Agent will indemnify and hold ------------------------ harmless ATLANTIC, each of ATLANTIC's directors, each of ATLANTIC's officers who has signed the Registration Statement, and each person, if any, who controls ATLANTIC within the meaning of the Securities Act, against any loss, claim, damage or liability to which ATLANTIC or any such director, officer or controlling person may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage or liability (or action in respect thereof) arises out of or is based upon (a) an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any preliminary prospectus or the Prospectus or any amendment or supplement thereto or in any Blue Sky Application or (b) the omission or alleged omission to state in the Registration Statement or any preliminary prospectus or the Prospectus or any amendment or supplement thereto or in any Blue Sky Application 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 was made in reliance upon and in conformity with written information furnished to ATLANTIC through the Agent or by or on behalf of the Agent specifically for use in the preparation of the Registration Statement or any such preliminary prospectus or the Prospectus or any such amendment or supplement thereto or any such Blue Sky Application; and will reimburse any legal or other expenses reasonably incurred by ATLANTIC or any such director or officer or controlling person in connection with investigating or defending against or appearing as a third-party witness in connection with any such loss, claim, damage, liability or action. This indemnity agreement is in addition to any liability which the Agent may otherwise have and shall survive the delivery of and payment for the Unsubscribed Shares.
Indemnification by Agent. Agent irrevocably agrees to indemnify, defend, and hold harmless eXp, eXp World Holdings, Inc. (“EXPI”), each of EXPI’s subsidiaries, and it’s or their respective shareholders, directors, officers, managers, members, employees, agents, representatives, and affiliates (collectively, “Indemnitees”), jointly, severally, and in any combination, for, from and against any and all actual, anticipated, or threatened Civil or Administrative Actions, demands, costs, claims, losses, liabilities, injury, penalties, fees (including document production fees), expenses, damage awards, judgments, settlement amounts, and other damages (including but not limited to court costs, investigation costs, expert witness fees, reasonable attorneys’ fees, and other defense costs) (collectively, “Losses”), without any monetary limitation or cap, arising from or relating in any way to any of the following, or any allegation of any of the following: (i) Agent’s performance of the Services; (ii) Agent’s performance of Professional Services (as that term is defined in eXp’s E&O Policy); (iii) Agent’s breach of this ICA; (iv) Agent’s noncompliance with eXp’s Policies; (v) any of Agent’s representations or warranties under this ICA being less than true, correct, and complete; (vi) any of the four conditions set forth in Section 10.c, above, not being or no longer being met; (vii) exercise of eXp’s settlement authority as set forth in Section 10.d, above; (viii) the refutation of, or any attempt to refute, any of Agent’s waivers within this ICA or in eXp’s Policies; (ix) any Team Agreement (as such term is defined in the eXp P&Ps) to which Agent is or was a party; (x) Agent's filing of a Civil or Administrative Action against another real estate licensee affiliated with EXPI or any of its subsidiaries (regardless of whether prior written notice is provided to Agent’s Managing Broker); (xi) Agent's filing of a Civil or Administrative Action against eXp, EXPI, any of EXPI’s subsidiaries, and/or any of its or their respective employees (regardless of whether prior written notice is provided to any of them); (xii) Agent’s refusal to abide by eXp’s decision concerning settlement of a legal matter; (xiii) Agent’s refusal to cooperate with eXp in settlement of any legal matter; (xiv) Agent’s infringement of any intellectual property rights of any third party; (xv) Agent’s exercise of internet electronic commerce; (xvi) Agent’s failure to comply with any laws (including, without limitation, and for...
Indemnification by Agent. Agent shall indemnify and hold Company free and harmless from any and all claims, damages or lawsuits (including reasonable attorneys' fees) arising out of negligence or malfeasant acts of Agent, its employees or its agents.
Indemnification by Agent. The Participant shall not be liable or responsible for, and shall be saved, indemnified and held harmless by the Agent, from and against any and all claims and damages of every kind relating to the gross negligence or willful misconduct of Agent in the following matters: (x) its performance as Agent hereunder and under the Loan Agreement and the Loan Documents, (y) the performance or nonperformance of any act by the Agent hereunder and under the Loan Agreement and the Loan Documents, or (z) the Agent’s enforcement, or lack of enforcement of any right it may have individually or on behalf of the Participant arising under the Loan Agreement and the Loan Documents.
Indemnification by Agent. Agent shall defend, indemnify and hold ------------------------ harmless Carrier and its present and future owners, directors, officers, employees, contractors, and agents (collectively the "Indemnitees") and each of them from and against any and all loss, costs, damages, claims, expenses (including attorneys' fees), or liabilities (collectively
