Indemnification by CTC Clause Samples

Indemnification by CTC. CTC shall indemnify and hold harmless the Trust ---------------------- and each Fund from and against any and all costs, expenses, damages, liabilities or claims (including reasonable attorney's and accountants' fees) arising from any failure by CTC to perform its obligations under this Agreement at the standard of care to which it is held in Section 2.2 above if such failure arises from bad faith, willful misconduct or negligence on the part of CTC, provided that neither the Trust nor any Fund shall be indemnified and held harmless from and against special, incidental or consequential damages, even if CTC has been advised of the possibility of such damages.
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Indemnification by CTC. In connection with ---------------------- any offering and registration statement contemplated by the foregoing provisions, CTC shall indemnify each Participating Seller against any and all loss, liability, claim, damage and expense whatsoever (i) arising out of any untrue statement of a material fact contained in such registration statement at the time it becomes effective or the final prospectus or any supplement thereto is filed in connection with such registration statement, or any omission therefrom of 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, unless such statement or omission was made in reliance upon and in conformity with information furnished to CTC by a Participating Seller for use in such registration statement, prospectus or supplement, or (ii) arising out of any violation by CTC of any law or rule or regulation relating to action or inaction required of CTC in connection with such registration statement or the offering thereunder; provided, however, that CTC -------- ------- shall not be liable hereunder with respect to any claim made against any Participating Seller unless CTC shall be notified in writing of the existence of the claim within thirty days after the assertion thereof in writing; and provided, further, that CTC -------- ------- shall be entitled to participate at its own expense in the defense or, if it so elects within thirty days after receipt of such notice, to assume the defense of any suit brought to enforce any such claim. If a Participating Seller's right to the indemnification hereinbefore provided for is for any reason held unenforceable although otherwise applicable in accordance with its terms, CTC will contribute to the loss, liability, claim, damage or expense for which such indemnification is held unenforceable in such proportion as is appropriate to reflect the relative benefits to CTC, on the one hand, and such Participating Seller, on the other hand, of the transaction giving rise to such loss, liability, claim, damage or expense and the relative fault of CTC, on the one hand, and such Participating Seller, on the other hand, with respect to such loss, liability, claim, damage or expense, as well as any other relevant equitable considerations.
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Indemnification by CTC. CTC shall indemnify and hold harmless the Trust and each Fund from and against any and all costs, expenses, damages, liabilities or claims (including reasonable attorney's and accountants' fees) arising from any failure by CTC to perform its obligations under this Agreement at the standard of care to which it is held in Section 2.2 above if such failure arises from bad faith, willful misconduct or negligence on the part of CTC, provided that neither the Trust nor any Fund shall be indemnified and held harmless from and against (A) any such costs, expenses, damages, liabilities or claims arising from bad faith, willful misconduct or negligence on the part of the Trust or such Fund, or (B) special, incidental or consequential damages, even if CTC has been advised of the possibility of such damages.
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Indemnification by CTC. (a) CTC shall indemnify, defend and hold harmless the DI Shareholders from and against: (i) any Damages arising out of or resulting from any misrepresentation, breach of warranty or nonfulfillment of any agreement on the part of CTC contained in this Agreement or in any certificate furnished pursuant hereto; and (ii) any actions, judgments, costs and expenses (including reasonable attorneys' fees and all other expenses incurred in investigating, preparing for or defending any litigation, settlement or other proceeding) incident to any of the foregoing or the enforcement of this Section. (b) CTC and DI shall indemnify, defend and hold harmless ▇▇. ▇▇▇▇▇▇ and ▇▇. ▇▇▇▇▇▇▇▇ from and against any Damages arising out of or resulting from any third-party or governmental claims relating to any violations or alleged violations of Environmental Laws or Environmental Permits by DI prior to the Closing Date and any actions, judgments, costs and expenses (including reasonable attorneys' fees and all other expenses incurred in investigating, preparing for or defending any litigation, settlement or other proceeding) incident to any of the foregoing or the enforcement of this Section other than any such Damages, actions, judgments, costs or expenses arising out of or resulting from or otherwise incident to any such claims relating to any such violations by DI's Forged Products Division if the transactions contemplated by Section 9.3 are consummated.
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Indemnification by CTC. CTC shall indemnify, defend and hold harmless the DI Shareholders from and against:
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Indemnification by CTC. CTC agrees to defend and indemnify STC and its directors, officers, employees, independent contractors, affiliates, successors, or assigns (“STC Indemnified Parties”), and hold them harmless against any and all liability, loss, and expense (including reasonable attorney’s fees, costs, and legal expenses), arising from (i) the Assumed Liabilities (as defined in Section 4.25 of this Agreement), or the assignment or assumption thereof; (ii) claims arising before or after the effective date of this Agreement that are based upon or arise from any action taken or omitted to be taken by CTC or its affiliates in connection with the transition of the distribution of the Publications to CTC from STC, including without limitation any claims brought by or on behalf of CTC employees, contractors, carriers, agents, customers, third parties, federal or state agencies or departments, landlords, or others; (iii) claims made by or on behalf of any employee of CTC for damage or injury if such claim, if made against CTC, would otherwise be subject to limitation under applicable workers compensation laws or regulations; or (iv) any breach of the terms of this Agreement by CTC. CTC also agrees to defend and indemnify the STC Indemnified Parties from and against all damages, costs, claims and actions (including reasonable attorney’s fees, costs, and legal expenses) for, or on account of, any direct or indirect injury or damage, including death, to persons or property which may be occasioned by or result from any intentional or negligent acts or omissions of CTC, its officers, agents, employees, or subcontractors during the performance of the work contemplated by this Agreement.
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Indemnification by CTC. Notification of Actions; Control of Proceedings and Cooperation.................................44 8.5 Limitations.................................................45 8.6 Satisfaction of Claims with CTC Stock.......................45 8.7 Definition of Material Adverse Effect.......................45
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Related to Indemnification by CTC

  • Indemnification by ▇▇▇▇▇ ▇▇▇▇▇ 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 ▇▇▇▇▇ 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 ▇▇▇▇▇ 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 ▇▇▇▇▇ has not furnished any information to the Fund for inclusion in the Prospectus.

  • Indemnification by ▇▇▇▇▇▇ The 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 the 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 the Holder’s information provided in the Selling Stockholder Questionnaire or the proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by the Holder expressly for use in a Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose), such Prospectus or in any amendment or supplement thereto. In no event shall the liability of the selling Holder be greater in amount than the dollar amount of the proceeds (net of all expenses paid by the Holder in connection with any claim relating to this Section 5 and the amount of any damages the Holder has otherwise been required to pay by reason of such untrue statement or omission) received by the Holder upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.

  • Indemnification by ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇’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 ▇▇▇▇▇▇▇▇ The Borrower shall indemnify each Recipient, within 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified 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 the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.

  • Indemnification by ▇▇▇▇▇▇▇▇▇ The Custodian shall indemnify and hold harmless the Trust from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys’ fees) that the Trust may sustain or incur or that may be asserted against the Trust by any person arising directly or indirectly out of any action taken or omitted to be taken by an Indemnified Party as a result of the Indemnified Party’s refusal or failure to comply with the terms of this Agreement (or any sub-custody agreement), or from its bad faith, negligence or willful misconduct in the performance of its duties under this Agreement (or any sub-custody agreement). This indemnity shall be a continuing obligation of the Custodian, its successors and assigns, notwithstanding the termination of this Agreement. As used in this paragraph, the term “Trust” shall include the Trust’s trustees, officers and employees.