Indemnification by Broker Clause Samples

Indemnification by Broker. Broker shall indemnify, hold harmless and defend HWML, its Affiliates, and each of their respective officers, directors, employees, agents, heirs, successors in interest from and against any and all Losses from any third-party claim to the extent arising from: (a) Broker Data; (b) Broker’s or any Authorized User’s breach of this Agreement; (c) Broker’s or any Authorized User’s, breach of any applicable laws, rules or regulations; (d) ▇▇▇▇▇▇’s or any Authorized User’s, fraud or willful misconduct; (d) any property damage or personal injury caused by Broker or any Authorized User; or (e) ▇▇▇▇▇▇’s or any Authorized User’s financial, business or commercial judgments.
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Indemnification by Broker. Broker agrees to indemnify and hold harmless CG and its affiliates and their directors, officers and employees harmless at all times from and after the date hereof against and in respect of all Damages caused by, resulting from or arising out of the following: (a) failure of Broker to maintain its registration as a broker-dealer with (i) the SEC or (ii) any state securities commission registration with which is required to effect the offer and sale of the Covered Products; (b) failure of Broker to maintain the net capital required pursuant to SEC Rule 15c3-1; (c) actions or omissions of Broker and its affiliates including without limitation Broker employees in connection with the Distribution Agreements; or (d) breach by Broker of (i) any representation or warranty of Broker under this Agreement or (ii) any covenant or agreement made by Broker herein or any agreement entered into by Broker in connection herewith.
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Indemnification by Broker. Broker shall defend, indemnify, and hold harmless PBC: (i) for any loss or liability arising out of any breach by Broker of this Agreement and/or any loss or liability arising out of Broker’s negligence or intentional misconduct; and, (ii) for any reasonable costs of collecting amounts due from Broker under this Agreement, legal fees incurred in connection with the enforcement of PBC’s rights under this Agreement, and cost of any returned checks remitted to PBC by ▇▇▇▇▇▇; and, (iii) from and against any claims, suits, losses, expenses, or causes of action filed against PBC by reason of any act, error or omission of Broker relating to the services provided by Broker under the terms or the conditions of this Agreement; and, (iv) from and against any claims, suits, losses or expense made by the insured relating to an alleged act, error or omission by Broker in its processing or handling of any policy or claim under any policy.
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Indemnification by Broker. To the extent permitted by law, Broker will protect, defend, indemnify and hold harmless Issuer, and each of its officers, directors, agents, employees and legal counsel, against any losses, claims, damages or liabilities to which Issuer or any such officer, director, employee, agent or legal counsel may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereto) arise out of: (i) any untrue or alleged untrue statement of any material fact in connection with the Units made by Broker; (ii) any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements made by Broker not misleading in connection with the Units; (iii) any negligence, violation of law, or other wrongful act by Broker in connection with its offering of the Units; (iv) any failure by Broker to meet its obligations as set forth in this Agreement including, without limitation, the manner of offering obligations set forth in Section 4.2; or (v) any breach, default or misstatement by Broker with respect to any of its representations, warranties, or covenants set forth herein. Broker will reimburse any legal or other expenses reasonably incurred by Issuer or its officers, directors, agents, employees, representatives, and legal counsel in connection with investigating or defending any such loss, claim, damage, liability or action. The indemnity agreement contained in this Section 10.2 shall not apply to: (i) amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of Broker (which consent shall not be unreasonably withheld); or (ii) any such loss, claim, damage, liability or action to the extent that it arises out of or is based upon any action, statement or omission of Issuer.
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Indemnification by Broker. Broker agrees to indemnify, defend (by counsel acceptable to UWM), and hold UWM harmless from and against any and all liabilities, claims, losses, damages and out of pocket costs (“individually a “Claim” and collectively the “Claims”): (a) resulting from any breach of this Agreement; (b) resulting from any act or omission by Broker in connection with any Mortgage Loan subject to this Agreement; (c) arising from or in connection with Broker’s use of any non-industry standard form not provided or approved by UWM in connection with any Mortgage Loan; (d) concerning miscalculations and other errors which result from Broker’s independent application and processing procedures as well as for its misuse of forms required by UWM; (e) asserted against UWM under provisions of RESPA, including without limitation, claims based upon, or arising as a result of, any payments
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Indemnification by Broker. Broker shall indemnify and hold harmless Buyer and Buyer’s directors, officers, employees, agents, attorneys, shareholders and control persons (as defined under federal and state securities laws), and their respective heirs, personal representatives and assigns, and each of them (collectively the “Buyer Indemnified Persons”), jointly and severally, against any and all losses, claims, damages, liabilities, costs, expenses or actions (including attorneys’ and experts’ fees) to which the Buyer Indemnified Persons may become subject, under the Securities Exchange Act of 1934, as amended or otherwise, insofar as such losses, claims, damages, liabilities, costs and expenses (including attorneys’ and experts’ fees), or any actions in respect thereof, arise out of or are based upon (a) any statement made, either orally or in a writing, by the Broker to Sellers not authorized in writing by Buyer; and shall reimburse any legal or other expenses reasonably incurred by any of the Buyer Indemnified Persons in connection with investigating or defending any such losses, claims, damages, liabilities, costs, expenses, or actions; or (b) any breach by Broker of any of its warranties, representations, covenants or agreements set forth in this Agreement. Broker’s obligations under this Section 8 shall survive the termination of this Agreement.
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Indemnification by Broker. Dealer is subject to the conditions that Distributor or Companies promptly notify Broker-Dealer of any claim or suit made against Distributor or Companies, and that Distributor or Companies allow Broker-Dealer to make such investigation, settlement, or defense thereof as Broker-Dealer deems prudent.
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Indemnification by Broker. Broker will indemnify and hold Licensee and its stockholders, directors, officers, agents, employees, successors, and assigns, harmless against all liability arising from (i) Broker's provision of Programming pursuant to this Agreement; (ii) libel, slander, illegal competition or trade practice, infringement of trade marks, trade names, or program titles, violation of rights of privacy, bodily injury, property damage, other broadcasting liabilities, injuries and occurrences, and infringement of copyrights and proprietary rights resulting from the broadcast of Programming furnished by Broker; (iii) costs, expenses or damages associated with termination liabilities assigned to Broker pursuant to paragraphs 19 or 20.3, (iv) to the extent permissible under Commission rules and regulations, any action or omission by Broker in violation of any applicable law or regulation (including without limitation the Commission's rules and orders) or in violation of this Agreement, including but not limited to reasonable attorneys fees and expenses, or (v) any other liabilities or obligations of Broker under this Agreement, including without limitation, those to be paid by Broker pursuant to paragraph 8.2 hereof. Broker shall procure and maintain insurance as follows, in amounts and coverages and with insurance carriers reasonably acceptable to the Licensee: (i) Work▇▇▇'▇ ▇▇▇pensation Insurance; (ii) General Liability which includes coverages for all promotional events; and (iii) auto liability, including coverage for non-owned and hired vehicles. Prior to the Effective Date, Broker shall furnish Licensee with copies of certificates of insurance evidencing such coverage and (except for the Work▇▇▇'▇ ▇▇▇pensation Insurance) shall furnish Licensee with evidence that Licensee has been added as an additional insured under such policies.
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Indemnification by Broker. Broker shall indemnify and defend UAG West, its affiliates and their respective directors, officers, shareholders, employees and agents and hold them harmless to the fullest extent permitted by law, from and against any and all claims, liabilities, losses, damages and expenses (including attorneys' fees and costs) as they are incurred that are directly or indirectly related to or otherwise incurred in connection with Broker's bad faith, negligence or willful misconduct, or of any breach of this Agreement by Broker.
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Related to Indemnification by Broker

  • Indemnification by Owner To the fullest extent permitted by law, Owner shall indemnify and hold harmless Engineer, Engineer’s officers, directors, partners, agents, employees, and Consultants from and against any and all claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals, and all court, arbitration, or other dispute resolution costs) arising out of or relating to the Project, provided that any such claim, cost, loss, or damage is attributable to bodily injury, sickness, disease, or death or to injury to or destruction of tangible property (other than the Work itself), including the loss of use resulting therefrom, but only to the extent caused by any negligent act or omission of Owner or Owner’s officers, directors, partners, agents, consultants, or employees, or others retained by or under contract to the Owner with respect to this Agreement or to the Project.

  • 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 7.1.1.1 arise out of or are based upon any untrue statements or alleged untrue statements of any material fact contained in a Disclosure Document for the Contracts or in the Contracts themselves or in sales literature generated or approved by you on behalf of the Contracts or Accounts (or any amendment or supplement to any of the foregoing) (collectively, “Company Documents” for the purposes of this Section 7), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this indemnity shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and was accurately derived from written information furnished to you by or on behalf of the Trust for use in Company Documents or otherwise for use in connection with the sale of the Contracts or Trust shares; or 7.1.1.2 arise out of or result from statements or representations (other than statements or representations contained in and accurately derived from Trust Documents as defined below in Section 7.2) or wrongful conduct of you or persons under your control, with respect to the sale or acquisition of the Contracts or Trust shares; or 7.1.1.3 arise out of or result from any untrue statement or alleged untrue statement of a material fact contained in Trust Documents as defined below in Section 7.2 or 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 if such statement or omission was made in reliance upon and accurately derived from written information furnished to the Trust by or on behalf of you; or 7.1.1.4 arise out of or result from any failure by you to provide the services or furnish the materials required under the terms of this Agreement; 7.1.1.5 arise out of or result from any material breach of any representation and/or warranty made by you in this Agreement or arise out of or result from any other material breach of this Agreement by you; or 7.1.1.6 arise out of or result from a Contract failing to be considered a life insurance policy or an annuity Contract, whichever is appropriate, under applicable provisions of the Code thereby depriving the Trust of its compliance with Section 817(h) of the Code. 7.1.2 You shall not be liable under this indemnification provision with respect to any Losses to which an Indemnified Party would otherwise be subject by reason of such Indemnified Party’s willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Party’s duties or by reason of such Indemnified Party’s reckless disregard of obligations and duties under this Agreement or to the Trust or Underwriter, whichever is applicable. You shall also not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified you in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify you of any such claim shall not relieve you from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the Indemnified Parties, you shall be entitled to participate, at your own expense, in the defense of such action. Unless the Indemnified Party releases you from any further obligations under this Section 7.1, you also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from you to such party of your election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and you will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation. 7.1.3 The Indemnified Parties will promptly notify you of the commencement of any litigation or proceedings against them in connection with the issuance or sale of the Trust shares or the Contracts or the operation of the Trust.

  • Indemnification by Us We shall defend You against any claim, demand, suit, or proceeding (“Claim”) made or brought against You by a third party alleging that the use of the Services as permitted hereunder infringes or misappropriates the intellectual property rights of a third party, and shall indemnify You for any damages finally awarded against, and for reasonable attorney fees incurred by, You in connection with any such Claim; provided, that You (a) promptly give Us written notice of the Claim; (b) give Us sole control of the defense and settlement of the Claim (provided that We may not settle any Claim unless the settlement unconditionally releases You of all liability and You may not make any admissions or settlements without Our prior written consent); (c) provide to Us all reasonable assistance, at Our expense; and (d) provided that such infringement or misappropriation of any third party's intellectual property rights is not resulting from: (i) Your or Your Users misuse of the Services or the Site; (ii) Your use of the Services together with a Third Party Application or integration; or (iii) from non-compliance by You or Your Users of the terms and conditions contained herein. In the event of a Claim against You, or if We reasonably believe the Services may infringe or misappropriate, We may in Our discretion and at no cost to You (i) modify the Services so that they no longer infringe or misappropriate, without breaching Our warranties under Section 9.1 (Our Warranties) above, (ii) obtain a license for Your continued use of the Services in accordance with this Agreement, or (iii) terminate Your User subscriptions for such Services upon 30 days’ written notice and refund to You any prepaid fees covering the remainder of the term of such User subscriptions after the effective date of termination.

  • Indemnification by Client Client shall indemnify and hold Dalmore, its affiliates and their representatives and agents harmless from, any and all actual or direct losses, liabilities, judgments, arbitration awards, settlements, damages and costs (collectively, “Losses”), resulting from or arising out of any third party suits, actions, claims, demands or similar proceedings (collectively, “Proceedings”) to the extent they are based upon (i) a breach of this Agreement by Client, (ii) the wrongful acts or omissions of Client, or (iii) the Offering.

  • Indemnification by Manager The Manager agrees to indemnify and hold harmless the Company, each of its directors, each of its officers who signs the Registration Statement, and each person who controls the Company within the meaning of either the Act or the Exchange Act, to the same extent as the foregoing indemnity from the Company to the Manager, but only with reference to written information relating to the Manager furnished to the Company by the Manager specifically for inclusion in the documents referred to in the foregoing indemnity; provided, however, that in no case shall the Manager be responsible for any amount in excess of the Broker Fee applicable to the Shares and paid hereunder. This indemnity agreement will be in addition to any liability which the Manager may otherwise have.