Common use of LIABILITIES & INDEMNITIES Clause in Contracts

LIABILITIES & INDEMNITIES. 29.1 Vendor represents and warrants that the supply repair and maintenance service to be provided do not violate or infringe upon any patent, copyright, trade secret, or other proprietary right of any other person or other entity. ▇▇▇▇▇▇ agrees that it will, and ▇▇▇▇▇▇ does, indemnify the Bank from any claim, damages, loss, penalty etc., directly or indirectly resulting from or arising out of any breach or claimed breach of this warranty. 29.2 Vendor agrees and hereby keeps the Bank indemnified against all claims, actions, loss, damages, reputation loss, costs, expenses, charges, including legal expenses (Attorney, Advocates fees included) which the Bank may suffer or incur on account of any deficiency in Services rendered by the Vendor or breach of any obligations mentioned in clauses hereinabove, including without limitation, breach of confidentiality obligations or any acts of commission / omission on the part of employees, agents, representatives or Sub-Contractors of the Vendor. 29.3 The Vendor agrees to make good the loss suffered by the Bank on first demand made by the Bank in this regard which shall be final conclusive and binding on the Vendor. 29.4 Vendor further undertakes to promptly notify the Bank in writing any breach of obligation of the Agreement by its employees or representatives including confidentiality obligation and in such an event, the Bank will in addition to and without prejudice to any other available remedies be entitled to immediate equitable relief in a Court of competent jurisdiction to protect its interest including injunctive relief. 29.5 The Vendor shall indemnify and keep fully and effectively indemnified the Bank against any fine or penalty levied on the Bank for improper payment of tax for the reasons attributable to the Vendor 29.6 The Vendor hereby undertakes the responsibility to take all possible measures, at no additional cost, to avoid or rectify any issues which thereby results in non-performance of software/hardware deliverables within reasonable time. The Bank shall report as far as possible all material defects to the Vendor without undue delay. The Vendor also undertakes to co-operate with other service providers thereby ensuring expected performance covered under scope of work. 29.7 Nothing contained in this Agreement shall impair the Bank's right to claim damages without any limitation for an amount equal to the loss suffered for non-performance of software/hardware / any other system.

LIABILITIES & INDEMNITIES. 29.1 Vendor represents 10.1. The Custodian is a fiduciary with respect to the Assets of the Trust and warrants shall use reasonable care in the performance of its duties under this Agreement and will only be responsible for any loss or damage suffered by the Trust as a direct result of any Breach of Duty in the performance of its duties, and in which case the Custodian’s liability will not exceed the market value of the Assets lost or damaged at the time such Breach of Duty is discovered by the Custodian, the Sponsor or the Administrator, provided that the supply repair and maintenance service to be provided do not violate or infringe upon any patentCustodian notifies, copyrightas soon as reasonably practicable after obtaining knowledge of such matter, trade secret, or other proprietary right the Sponsor of any other person actual or other entitypotential Breach of Duty on its part related to this Agreement or any issue which may reasonably be anticipated to give rise to a Breach of Duty. 10.2. ▇▇▇▇▇▇ agrees that it willThe Trust shall indemnify and keep the Custodian indemnified (on an after tax basis, solely out of the Trust’s Assets) on demand against all costs and ▇▇▇▇▇▇ does, indemnify the Bank from any claimexpenses, damages, loss, penalty etc., directly or indirectly resulting from or arising out of any breach or claimed breach of this warranty. 29.2 Vendor agrees liabilities and hereby keeps the Bank indemnified against all claims, actions, loss, damages, reputation loss, costs, expenses, charges, including legal expenses losses (Attorney, Advocates fees included“Losses”) which the Bank Custodian may suffer or incur on account directly in connection with this Agreement, except to the extent that such Losses are due directly to the Custodian’s Breach of any deficiency Duty. 10.3. In the event of an upcoming modifications to the Bitcoin Network that could potentially result in Services rendered a Digital Asset Network Fork, the Custodian, in consultation with the Sponsor, will elect to support the Bitcoin Network that has the greatest cumulative computational difficulty for the forty-eight (48) hour period following a given hard fork, in order to engage in bitcoin transactions and the valuation of bitcoin. During this forty-eight (48) hour period and for the twenty-four (24) hour period prior to the anticipated fork, the Custodian expects that the Trust will halt creation and redemption of Baskets. The greatest cumulative computational difficulty is defined as the total threshold number of hash attempts required to mine all existing blocks in the respective Blockchain, accounting for potential differences in relative hash difficulty. If the Custodian, in consultation with the Sponsor, is unable to make a conclusive determination about which Bitcoin Gemini Trust Company, LLC - Trust Custody Agreement 19 Network has the greatest cumulative computational difficulty after forty-eight hours, or determines in good faith that this is not a reasonable criterion upon which to make a determination, the Custodian will support the Bitcoin Network which it deems in good faith is most likely to be supported by a greater number of users and miners. In the absence of a Breach of Duty by the Vendor or breach of any obligations mentioned Custodian in clauses hereinabove, including without limitation, breach of confidentiality obligations or any acts of commission / omission on the part of employees, agents, representatives or Sub-Contractors of the Vendor. 29.3 The Vendor agrees to make good the loss suffered by the Bank on first demand made by the Bank in this regard which shall be final conclusive and binding on the Vendor. 29.4 Vendor further undertakes to promptly notify the Bank in writing any breach of obligation of the Agreement by its employees or representatives including confidentiality obligation and in such an eventconnection with a Digital Asset Network Fork, the Bank will in addition to and without prejudice to any other available remedies be entitled to immediate equitable relief in a Court of competent jurisdiction to protect its interest including injunctive relief. 29.5 The Vendor Trust shall indemnify and keep fully and effectively the Custodian indemnified (on an after tax basis, solely out of the Bank Trust’s Assets) on demand against any fine Losses which the Custodian may suffer or penalty levied on the Bank for improper payment of tax for the reasons attributable to the Vendor 29.6 The Vendor hereby undertakes the responsibility to take all possible measures, at no additional cost, to avoid or rectify any issues which thereby results in non-performance of software/hardware deliverables within reasonable time. The Bank shall report as far as possible all material defects to the Vendor without undue delay. The Vendor also undertakes to co-operate with other service providers thereby ensuring expected performance covered under scope of workincur. 29.7 Nothing contained in this Agreement shall impair the Bank's right to claim damages without any limitation for an amount equal to the loss suffered for non-performance of software/hardware / any other system.