INDEMNIFICATION a Clause Samples

INDEMNIFICATION a. In the event of any registration of any securities of the Company under the Securities Act, the Company shall, and hereby does, indemnify and hold harmless, to the extent permitted by applicable law, in the case of any registration statement filed pursuant to Section 10.1 or Section 10.2, the Seller of any Registrable Securities covered by such registration statement, its directors, officers, employees and agents, each other person who participates as an underwriter in the offering or sale of such Registrable Securities and each other person, if any, who controls such Seller or any such underwriter within the meaning of the Securities Act against any losses, claims, damages, or liabilities (or actions or proceedings whether commenced or threatened in respect thereof), joint or several, to which such Seller or any such director or officer or employee or agent or underwriter or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages, or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such Registrable Securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement 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 light of the circumstances under which they were made not misleading, and the Company shall reimburse such Seller and each such director, officer, employee, agent, underwriter and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action, or proceeding; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding, whether commenced or threatened in respect thereof), or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment, or supplement in reliance upon and in conformity with written information furnished t...

INDEMNIFICATION a. Vendor shall indemnify, defend and hold harmless Alorica and its affiliated companies, current and former officers, directors, employees, agents and representatives from and against any and all third party claims (including employment claims), causes of action, suits, damages, losses, costs and expenses (including, without limitation, attorneys’ fees and costs) arising out of (i) either Vendor's gross negligence or willful misconduct in connection with the performance of this Agreement or any Purchase Order or SOW hereunder, (ii) any third party claim of a Vendor’s breach of any obligation for which Vendor is responsible as employer or contractor of its Personnel (including any claims for payments) or other benefits, (iii) any claims for amounts due, penalties for other costs assessed and or claimed due and owing by or on behalf of any federal, state or local government, agency or other person resulting from or in connection with Vendor’s failure to pay any federal, state or local taxes or contributions imposed or required to be paid by Vendor or the Personnel, or (iv) the death or bodily injury of any agent, employee, or business visitor by the tortuous conduct of Vendor, whether covered by workers’ compensation insurance or otherwise; (v) the damage, loss obtener indemnización por los ▇▇▇▇▇ causados por la entrega tardía.

INDEMNIFICATION a. The General Partners and the Affiliates of the General Partners performing certain services on behalf of the Fund shall be indemnified to the full extent provided by law for any loss, judgment, liability, expense or amount paid in settlement of any claims sustained by them which arise out of any act or omission performed or omitted by any or all of them within the scope of the authority conferred on them by this Agreement, if the General Partners determine, in good faith, that such act or omission was in the best interests of the Fund and that such act or omission did not constitute negligence or misconduct or breach of any other agreement with the Fund, provided that any indemnity under this Section shall be provided out of and to the extent of Fund assets only, and no Investor or Limited Partner shall have any personal liability on account thereof. B. Notwithstanding Section 5. 10A, the General Partners and the Affiliates of the General Partners performing certain services on behalf of the Fund and any person acting as a Broker-Dealer shall not be 'indemnified by the Fund for any liability, loss or damage incurred by any or all of them in connection with (i) any claim or settlement arising under federal or state securities laws unless (a) there has been a successful adjudication on the merits of each count involving such securities laws violations as to the particular indemnities and the court approves indemnification of the litigation costs, (b) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular indemnities and the court approves indemnification of the litigation costs, or (c) a court of competent jurisdiction approves a settlement of the claims and finds that indemnification of the settlement and related costs should be made, after being advised as to the current position of the Securities and Exchange Commission, the Massachusetts Securities Division, the California Commissioner of Corporations, the Pennsylvania Securities Commission, the Tennes- see Securities Commission and such other state securities administrators, as shall be required by such court, regarding indemnification for violations of securities law; or (ii) any liability imposed by law, including liability for negligence or misconduct. A-25

INDEMNIFICATION a. Servicer agrees to indemnify, defend and hold harmless Distributor and the Funds and their predecessors, successors, and affiliates, each current or former director, officer, employee, shareholder or agent and each person who controls or is controlled by Distributor from any and all losses, claims, liabilities, costs, and expenses, including reasonable attorney fees, that may be assessed against or suffered or incurred by any of them howsoever they arise, and as they are incurred, which relate in any way to: (i) any alleged violation of any statute or regulation (including without limitation the securities laws and regulations of the United States or any state or foreign country) or any alleged tort or breach of contract, related to the provision of Services by Servicer pursuant to this Agreement (except to the extent that Distributor's gross negligence or failure to follow correct instructions received from Servicer is the cause of such loss, claim, liability, cost or expense); (ii) any redemption or exchange pursuant to instructions received from Servicer or Servicer's Personnel; or (iii) the breach by Servicer of any of its representations and warranties specified herein or Servicer's failure to comply with the terms and conditions of this Agreement, whether or not such action, failure, error, omission, misconduct or breach is committed by Servicer or its predecessor, successor, or affiliate, each current or former partner, officer, director, employee or agent and each person who controls or is controlled by Servicer. This indemnity agreement is in addition to any other liability which Servicer may otherwise have. b. Distributor agrees to indemnify, defend and hold harmless Servicer and its predecessors, successors and affiliates, each current or former partner, officer, director, employee or agent, and each person who controls or is controlled by Servicer from any and all losses, claims, liabilities, costs and expenses, including reasonable attorney fees, that may be assessed against or suffered or incurred by any of them which arise, and which relate to any untrue statement of or omission to state a material fact contained in the Prospectus or any written sales

INDEMNIFICATION a. The Partnership shall indemnify each Indemnitee from and against any and all losses, claims, damages, liabilities, joint or several, expenses (including, without limitation, attorneys fees and other legal fees and expenses), judgments, fines , settlements, and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, that relate to the operations of the Partnership, the General Partner or the Gables Trust as set forth in this Agreement in which such Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, unless it is established that: (i) the act or omission of the Indemnitee was material to the matter giving rise to the proceeding and either was committed in bad faith or was the result of active and deliberate dishonesty; (ii) the Indemnitee actually received an improper personal benefit in money, property or services; or (ii) in the case of any criminal proceeding, the Indemnitee had reasonable cause to believe that the act or omission was unlawful. Without limitation, the foregoing indemnity shall extend to any liability of any Indemnitee, pursuant to a loan guaranty or otherwise, for any indebtedness of the Partnership or any Subsidiary of the Partnership (including without limitation, any indebtedness which the Partnership or any Subsidiary of the Partnership has assumed or taken subject to), and the General Partner is hereby authorized and empowered, on behalf of the Partnership, to enter into one or more indemnity agreements consistent with the provisions of this Section 7.7 in favor of any Indemnitee having or potentially having liability for any such indebtedness. The termination of any proceeding by judgment, order or settlement does not create a presumption that the Indemnitee did not meet the requisite standard of conduct set forth in this Section 7.7.A with respect to the subject matter of such proceeding. The termination of any proceeding by conviction of an Indemnitee or upon a plea of nolo contendere or its equivalent by an Indemnitee, or an entry of an order of probation against an Indemnitee prior to judgment, creates a rebuttable presumption that such Indemnitee acted in a manner contrary to that specified in this Section 7.7.A. Any indemnification pursuant to this Section 7.7 shall be made only out of the assets of the Partnership, and neither the General Partner nor any Limited Partner shall have any obligation to contribute to ...

INDEMNIFICATION a. Corium shall indemnify and hold Abrika harmless from and against any and all liabilities, claims, demands, damages, costs, expenses or money judgments (including attorney’s fees incurred by or rendered against Abrika for personal injury, sickness, disease or death.) which arise out of: a) the negligence of Corium in carrying out the provisions of this Agreement; and b.) the breach by Corium of its warranties contained in Article 8 of this Agreement.

INDEMNIFICATION a. To the extent that Supplier’s agents, employees or sub-contractors enter upon premises occupied by or under the control of Purchaser or any of its customers or suppliers, in the course of the performance of a Purchase Order, the Supplier shall indemnify and save the Purchaser harmless from and against any and all damages for injury caused to persons including both Purchaser’s and Supplier’s employees, or property by reason of the Supplier’s operations hereunder other than for such damages caused by the negligence of Purchaser, its agents, servants or employees. Further, the Supplier shall indemnify and save the Purchaser harmless from and against any and all liens upon such land and premises including, without limitations, labor performed and materials furnished attaching as a result of any act or omission by the Supplier, its agent, servants or employees. The Supplier also shall procure at its expense the prompt discharge, release or satisfaction of any and all notices of intention or other evidence of such liens or claims thereto. B. Supplier agrees to indemnify and hold harmless Purchaser and its officers, agents, employees and subcontractors against any and all claims, suits, actions, damages, liabilities, assessments, interest charges, penalties, costs or expenses (including reasonable attorneys’ fees) arising out of (i) Supplier’s libel, slander or defamation, (ii) Supplier’s infringement of any copyright or other intellectual property right of any kind whatsoever alleged to have been committed in any work prepared hereunder, (iii) Supplier’s invasion of rights of privacy alleged to have been committed, (iv) Supplier’s piracy, plagiarism or unfair competition or (v) negligence or willful misconduct or omissions on the part of Supplier, its officers, agents, employees and subcontractors. This indemnification shall not apply to works developed in accordance with Purchaser’s written specifications. C. If any materials provided by Supplier under a Purchase Order becomes the subject of a claim or in Supplier’s opinion is likely to become the subject of such a claim, then Supplier may, at its option, either (a) replace or modify the material to make it non-infringing or cure any claimed misuse of another’s trade secret, (b) procure for Purchaser the right to continue using the material pursuant to a Purchase Order, or (c) replace the material with that which is non-infringing or which is free of claimed misuse of another’s trade secret. Any costs associate...

INDEMNIFICATION a. No director of the corporation shall have any liability to the corporation of its shareholders for monetary damages for breach of fiduciary duty, except that this Article X shall not eliminate or limit the liability of a director (i) for any breach of such director's duty of loyalty to the corporation or its shareholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law (iii) for actions specified under Section 16-10-44 of the Utah Business Corporation Act, or (iv) for any transaction from which the director derived an improper personal benefit.

INDEMNIFICATION a. The General Partner, Affiliates of the General Partner performing certain services on behalf of the Fund and any person acting as a broker/dealer shall be indemnified to the full extent provided by law for any loss, judgment, liability, expense or amount paid in settlement of any claims sustained by them which arise out of any conduct, act or omission performed or omitted to be performed by any or all of them on behalf of or for the Partnership within the scope of the authority conferred on them by this Agreement, if the General Partner determines, in good faith, that such conduct, act or omission was in the best interests of the Partnership and that such act or omission did not constitute negligence or misconduct, provided that any indemnity under this Section shall be provided out of and to the extent of Partnership assets only, and no Investor or Limited Partner shall have any personal liability on account thereof.