INDEMNIFICATION BY ATI Sample Clauses

INDEMNIFICATION BY ATI. (a) ATI shall indemnify, defend and hold harmless Water Pik, each member of the Water Pik Group and each of their respective directors, officers, employees, agents and representatives, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the "Water Pik Indemnitees"), from and against any and all Liabilities of the Water Pik Indemnitees relating to, arising out of or resulting from any of the following items (without duplication):
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INDEMNIFICATION BY ATI. (a) ATI shall indemnify, defend and hold harmless Teledyne Technologies, each member of the Teledyne Technologies Group and each of their respective directors, officers, employees, agents and representatives, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the "Teledyne Technologies Indemnitees"), from and against any and all Liabilities of the Teledyne Technologies Indemnitees relating to, arising out of or resulting from any of the following items (without duplication):
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INDEMNIFICATION BY ATI. 25 5.04. Indemnification Obligations Net of Insurance Proceeds and other Amounts..........................25 5.05. Procedures for Indemnification of Third Party Claims.............................................26 5.06.
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INDEMNIFICATION BY ATI. In the event of any registration under the Securities Act of any offering of Shares, ATI hereby agrees to indemnify and hold harmless Shareholder and each person (including each underwriter, and each other person, if any, who controls such underwriter) who participates in the offering of such Shares against any Losses, joint or several, to which Shareholder or such participating person may become subject under the Securities Act or otherwise, insofar as such Losses (or proceedings in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained, on the effective date thereof, in any registration statement under which Shares were registered under the Securities Act, in any preliminary prospectus or final prospectus contained therein, or in any amendment or supplement thereto, 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 Shareholder and each such participating person for any legal or other expenses reasonably incurred by Shareholder or such participating person in connection with investigating or defending any such Loss: provided, however, that, ATI will not be liable in any such case to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, said preliminary or final prospectus or said amendment or supplement in reliance upon and in conformity with written information furnished by Shareholder or such participating person, as the case may be, specifically for use in the preparation thereof. ATI shall also indemnify underwriters, selling brokers, dealers, managers, and similar securities industry professionals participating in the distribution, their officers, directors, agents, and employees and each person who controls such persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) to the same extent as provided above with respect to the indemnification of Shareholder.
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INDEMNIFICATION BY ATI. ATI shall defend, indemnify and hold harmless Transferee and each of Transferee's subsidiaries, shareholders, affiliates, officers, directors, employees, agents, successors and assigns (Transferee and such persons, collectively, "Transferee's Indemnified Persons"), and shall reimburse Transferee's Indemnified Persons for, from and against each and every demand, claim, loss, liability, judgment, damage, cost and expense (including, without limitation, interest, penalties, costs of preparation and investigation, and the reasonable fees, disbursements and expenses of attorneys, accountants and other professional advisors) (collectively, "Losses") imposed on or incurred by Transferee's Indemnified Persons, directly or indirectly (including without limitation diminution in value of an equity interest), relating to, resulting from or arising out of any inaccuracy in any representation or warranty of ATI herein or in the Merger Agreement in any respect, whether or not Transferee's Indemnified Persons relied thereon, or any breach or nonfulfillment of any covenant, agreement or other obligation of ATI under this Agreement, the Merger Agreement, or any certificate or other document delivered or to be delivered pursuant hereto. The parties agree that the Tax Adjustment described in Section 1.5(a) is an agreed upon payment limited to the failure to execute the Merger Agreement under the circumstances described therein and is not intended as an admission of the fact or measure of damages for any purpose, and that this Section 5.1 shall govern with respect to a Loss relating to, resulting from or arising out of any other matter described in the foregoing sentence.
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INDEMNIFICATION BY ATI. ATI shall indemnify, defend and hold harmless BioChem and its Affiliates, and each of its and their respective employees, officers, directors and agents (each, a "BioChem Indemnified Party") from and against any Liability which the BioChem Indemnified Party may incur, suffer or be required to pay resulting from or arising in connection with (i) the breach or misstatement by ATI of any of its obligations, covenants, representations or warranties contained in this Agreement; (ii) any negligent act or omission or willful misconduct of ATI (or any Affiliate thereof) in the performance of the Research Program or fulfillment of its obligations under this Agreement; or (iii) the successful enforcement by a BioChem Indemnified Party of its rights under this Section 7.2.
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INDEMNIFICATION BY ATI. ATI shall defend, indemnify, and hold harmless USW and each of USW's subsidiaries, shareholders, affiliates, officers, directors, employees, agents, successors, and assigns (collectively "USW's Indemnified Persons") and shall reimburse USW's Indemnified Persons for, from, and against each and every demand, claim, loss, liability, judgment, damage, cost and expenses of attorneys, accountants, and other professional advisors (collectively, "Losses") imposed on or incurred by USW's Indemnified Persons, directly or indirectly (including, without limitation, diminution in value of an equity interest), relating to, resulting from or arising out of any inaccuracy in any representation or warranty of ATI herein or in the Trust Agreement in any respect, whether or not USW's Indemnified Persons relied thereon, or any breach or nonfulfillment of any covenant, agreement or other obligation of ATI under this Agreement or any certificate or other document delivered or to be delivered pursuant hereto.
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INDEMNIFICATION BY ATI. ATI agrees to indemnify, to the fullest extent permitted by law, Grantor, the Trustee (and any Affiliate thereof holding Registrable Shares), each person who controls Grantor, the Trustee or such Affiliate (within the meaning of either the Securities Act or the Exchange Act), and their respective directors and officers against any and all losses, claims, damages, liabilities and expenses (including attorneys' fees) caused by any untrue or alleged untrue statement of material fact contained in any Registration Statement, prospectus or preliminary prospectus (each as amended and/or supplemented, if ATI shall have furnished any amendments or supplements thereto), or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading; provided that ATI shall not be required to indemnify Grantor, the Trustee or such Affiliate, such controlling persons or their
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Related to INDEMNIFICATION BY ATI

  • 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 You 7.1.1 You agree to indemnify and hold harmless the Underwriter, the Trust and each of its Trustees, officers, employees and agents and each person, if any, who controls the Trust within the meaning of Section 15 of the 1933 Act (collectively, the "Indemnified Parties" and individually the "Indemnified Party" for purposes of this Section 7) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with your written consent, which consent shall not be unreasonably withheld) or expenses (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal counsel fees incurred in connection therewith) (collectively, "Losses"), to which the Indemnified Parties may become subject under any statute or regulation, or at common law or otherwise, insofar as such Losses are related to the sale or acquisition of shares of the Trust or the Contracts and

  • Indemnification by Dalmore Dalmore shall indemnify and hold Client, Client’s affiliates and Client’s representatives and agents harmless from any Losses resulting from or arising out of Proceedings to the extent they are based upon (i) a breach of this Agreement by Dalmore or (ii) the wrongful acts or omissions of Dalmore or its failure to comply with any applicable federal, state, or local laws, regulations, or codes in the performance of its obligations under this Agreement.

  • Indemnification by Xxxxxx Holder shall indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely upon: any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading (i) to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished in writing by Holder to the Company expressly for inclusion in such Registration Statement or such Prospectus or (ii) to the extent, but only to the extent, that such information relates to Holder’s information provided in the Selling Shareholder Questionnaire or the proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by Holder expressly for use in a Registration Statement, such Prospectus or in any amendment or supplement thereto. In no event shall the liability of a selling Holder be greater in amount than the dollar amount of the proceeds (net of all expenses paid by Holder in connection with any claim relating to this Section 5 and the amount of any damages Holder has otherwise been required to pay by reason of such untrue statement or omission) received by Holder upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.

  • Indemnification by Owner The Owner shall indemnify and hold harmless the Servicer and its affiliates and their respective officers, directors, shareholders, employees, agents, successors and any permitted assigns from, and shall reimburse them for, all Damages incurred by or asserted against any of such individuals or entities on or after the Effective Date which arise out of, are in connection with or result from:

  • INDEMNIFICATION BY ADVISOR The Advisor shall indemnify and hold harmless the Company and the Operating Partnership from contract or other liability, claims, damages, taxes or losses and related expenses including attorneys’ fees, to the extent that such liability, claims, damages, taxes or losses and related expenses are not fully reimbursed by insurance and are incurred by reason of the Advisor’s bad faith, fraud, misfeasance, intentional misconduct, negligence or reckless disregard of its duties; provided, however, that the Advisor shall not be held responsible for any action of the Board in following or declining to follow any advice or recommendation given by the Advisor.

  • Indemnification by Adviser The Adviser shall indemnify and hold harmless the Company and the Operating Partnership from contract or other liability, claims, damages, taxes or losses and related expenses including attorneys’ fees, to the extent that (i) such liability, claims, damages, taxes or losses and related expenses are not fully reimbursed by insurance and (ii) are incurred by reason of the Adviser’s bad faith, fraud, willful misconduct, gross negligence or reckless disregard of its duties under this Agreement; provided, however, that the Adviser shall not be held responsible for any action of the Board in following or declining to follow any advice or recommendation given by the Adviser.

  • Indemnification by Acquiror Subject to the terms and conditions of this Article XIII, Acquiror shall indemnify, defend and hold the Stockholders harmless from and against all Damages asserted against or incurred by him arising out of or resulting from:

  • Indemnification by Xxxxxxx Each Lender shall severally indemnify the Administrative Agent, within ten (10) days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Loan Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties to do so), (ii) any Taxes attributable to such Xxxxxx’s failure to comply with the provisions of Section 10.6 relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this Section 2.20(e).

  • Indemnification by Fund Subject to the limitations set forth in this Agreement, each Fund agrees to indemnify and hold harmless the Custodian and its nominees from all losses, damages and expenses (including attorneys' fees) suffered or incurred by the Custodian or its nominee caused by or arising from actions taken by the Custodian, its employees or agents in the performance of its duties and obligations under this Agreement, including, but not limited to, any indemnification obligations undertaken by the Custodian under any relevant subcustodian agreement; provided, however, that such indemnity shall not apply to the extent the Custodian is liable under Sections 6 or 7 hereof. If any Fund requires the Custodian to take any action with respect to Securities, which action involves the payment of money or which may, in the opinion of the Custodian, result in the Custodian or its nominee assigned to such Fund being liable for the payment of money or incurring liability of some other form, such Fund, as a prerequisite to requiring the Custodian to take such action, shall provide indemnity to the Custodian in an amount and form satisfactory to it.

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