Indemnification of Representative. The Representative will incur no liability of any kind with respect to any action or omission by the Representative in connection with its services pursuant to this Agreement and any agreements ancillary hereto, except in the event of liability directly resulting from the Representative’s gross negligence or willful misconduct. The Representative shall not be liable for any action or omission pursuant to the advice of counsel. The Equityholders shall indemnify, defend and hold harmless the Representative from and against any and all losses, liabilities, damages, claims, penalties, fines, forfeitures, actions, fees, costs and expenses (including the reasonable, documented, out-of-pocket fees and expenses of counsel and experts and their staffs and all expense of document location, duplication and shipment) (collectively, “Representative Losses”) arising out of or in connection with the Representative’s execution and performance of this Agreement and any agreements ancillary hereto, in each case as such Representative Loss is suffered or incurred; provided, that in the event that any such Representative Loss is finally adjudicated to have been directly caused by the gross negligence or willful misconduct of the Representative, the Representative will reimburse the Equityholders the amount of such indemnified Representative Loss to the extent attributable to such gross negligence or willful misconduct. If not paid directly to the Representative by the Equityholders, any such Representative Losses may be recovered by the Representative from (i) the funds in the Representative Expense Fund and (ii) the amounts in the Escrow Fund at such time as remaining amounts would otherwise be distributable to the Equityholders; provided, that while this section allows the Representative to be paid from the aforementioned sources of funds, this does not relieve the Equityholders from their obligation to promptly pay such Representative Losses as they are suffered or incurred, nor does it prevent the Representative from seeking any remedies available to it at Law or otherwise. In no event will the Representative be required to advance its own funds on behalf of the Equityholders or otherwise. Notwithstanding anything in this Agreement to the contrary, any restrictions or limitations on liability or indemnification obligations of the Equityholders set forth elsewhere in this Agreement are not intended to be applicable to the indemnities provided to the Representative under th...
Indemnification of Representative. The Representative shall not be liable to Transferor with respect to any action or omission taken or omitted to be taken by the Representative pursuant to the authority granted under this Article X, except for any action or omission constituting the Representative’s gross negligence or bad faith. Transferor shall severally indemnify the Representative against any Damages (except such as result from the gross negligence or bad faith of the Representative) that the Representative suffers or incurs in connection with any action or omission by the Representative pursuant to the authority granted hereby.
Indemnification of Representative. The Representative shall not be liable to any Transferor with respect to any action or omission taken or omitted to be taken by the Representative pursuant to the authority granted under this Article X, except for any action or omission constituting the Representative’s gross negligence or bad faith. Each Transferor shall severally indemnify the Representative against any Damages (except such as result from the gross negligence or bad faith of the Representative) that the Representative suffers or incurs in connection with any action or omission by the Representative pursuant to the authority granted hereby. Each Transferor shall bear its Pro Rata Portion of such Damages, and if the Representative is entitled to recover such Damages under this Agreement and under one or more Affiliate Transfer Agreements, then all Transferors and Affiliated Transferors, as applicable, shall bear their respective pro rata portions of such Damages in proportion to the percentages set forth on Section 2.3 of the Transferor Disclosure Schedule.
Indemnification of Representative. Nothing in this Agreement is intended, and nothing in this Agreement shall be interpreted as, imposing upon the Representative, as Representative, any personal liability, personal economic obligation, or personal guarantee in favor of any party to this Agreement or any third party. The stockholders of the Company, by approving this Agreement and the transactions contemplated hereby, agree to severally indemnify and hold the Representative harmless against any loss, liability or expense incurred without gross negligence or willful misconduct on the part of Representative, arising out of or in connection with carrying out his duties hereunder, including the costs and expenses of defending himself against any claim of liability in connection with the exercise or performance of any of his powers or duties hereunder (including reasonable fees, expenses and disbursements of his counsel).
Indemnification of Representative. The Purchasers jointly and severally agree to indemnify the Representative, its Affiliates, and their respective directors, officers, employees, agents, counsel and other advisors (each an "Indemnitee") against, and hold each of them harmless from, any and all liabilities, obligations, losses, claims, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, including the fees and disbursements of counsel to the Representative, which may be imposed on, incurred by, or asserted against any Indemnitee in any way relating to or arising out of this Agreement or any Control Agreement or the transactions contemplated hereby or thereby or any action taken or omitted by any Indemnitee in connection with any of the foregoing; provided that no Purchaser shall be liable to any Indemnitee for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements to the extent they are found by a final decision of a court of competent jurisdiction to have resulted from such Indemnitee's gross negligence or willful misconduct.
Indemnification of Representative. COMPANY shall defend, indemnify, or settle, and hold REPRESENTATIVE harmless for liability resulting from REPRESENTATIVE'S sale of COMPANY Products, but only if the Products and all component parts thereof are manufactured or assembled by COMPANY, and remain in the form in which they were originally manufactured or assembled, and provided that COMPANY is promptly notified of the claim in writing, and is given complete authority and information required for the defense of same. Provided, however, that COMPANY shall not be responsible for any cost, expense, fee, or compromise incurred or made by REPRESENTATIVE without COMPANY'S prior written consent. ARTICLE 14 - DISCLAIMER OF ALL WARRANTIES
Indemnification of Representative. Apptivo shall indemnify, defend or settle any third party claim brought against Representative, its directors, officers, agents, and affiliates against any liability, loss, costs, or damages, each finally awarded, to the extent arising out of or related to (a) a breach by Apptivo of any representations or warranties relating to the Apptivo Services sold by Representative in compliance with the terms of this Agreement or (b) Apptivo’s gross negligence or willful misconduct; provided that Representative will (a) promptly notify Apptivo in writing of such claim, action or proceeding, (b) give Apptivo sole control over the defense and/or settlement of such claim, action or proceeding, and (c) reasonably cooperate and provide all available information, assistance and authority to defend or settle the claim, action or proceeding.
Indemnification of Representative. Each Member, severally and not jointly, on a pro rata basis based on his respective Pro Rata Share, indemnifies the Representatives and his agents and holds the Representatives and their respective agents harmless against any Loss incurred in good faith by or on behalf of the Representatives and arising out of or in connection with the acceptance or administration of the Representative’s duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Representatives.
Indemnification of Representative. Company hereby agrees to indemnify, defend, and hold Representative and its directors, officers, employees, independent contractors, and other Representatives free and harmless from any and all claims, demands, losses, costs, expenses, obligations, liabilities, damages, recoveries, and deficiencies, including interest, penalties, attorney’s fees, and or legal costs, fees and expenses arising from or related to: (i) any breach by Company of any representation, warranty, covenant, obligation or agreement contained in this Agreement; (ii) any other violation of Law; (iii) any negligent act or omission by the Company or its representatives; or (iv) defects in Products provided by Company.
Indemnification of Representative. The Representative will receive no compensation for services as the Representative; provided, however, that the Representative shall be entitled to reimbursement of its expenses from the Equityholder Representative Fund. Each Equityholder severally and not jointly, on a pro rata basis based on their respective Percentage Shares, indemnifies the Representative and its agents and holds the Representative and its agents harmless against any Loss incurred in good faith by or on behalf of the Representative and arising out of or in connection with the acceptance or administration of the Representative’s duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Representative.
