Indemnification by Xxxxx Xxxxx 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 Xxxxx 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 Xxxxx expressly for use in the Registration Statement (or any amendment thereto), any sales material, or any Prospectus (or any amendment or supplement thereto). Mutual Indemnification. Contractor agrees to hold Client harmless from any and all claims, liability and expenses, including legal fees and expenses resulting from the Contractors performance or failure to perform under this Agreement. Under its contracts with CVSincluding a HIPAA business associate agreementPress America had to indemnify CVS for any liability, cost, or expense "arising out of or in connection with" any breach of PHI within Press America's control. What Is Equity Carve-Out (Explained: All You Need To Know), Company Split-Up (Explained: All You Need To Know), Golden Handshake (Explained: All You Need To Know), What Are Blue Chip Stocks (Explained: All You Need To Know), Corner The Market (Explained: All You Need To Know), Black Knight (Definition And Strategies: All You Need To Know), How To Start A Business In Georgia [Step-By-Step Ultimate Guide], Consortium Agreement (What Is It And How Does It Work), Pre Seed Funding (Explained: All You Need To Know), Credit Memo (How It Works And Why It Matters In Business), Mutual Indemnification Clause (Meaning And Example: You Must Know), A mutual indemnification clause is a contractual clause found in many contracts and nearly all commercial agreements, The clause is mutual as it obligates both parties to the contract, Indemnification means that a party agrees to compensate the other for financial losses resulting from its breach or violation of the terms of the agreement, Its important to clearly negotiate the scope of the mutual indemnification contractual clause to ensure that you are not broadly indemnifying the other party, Why Is A Mutual Indemnity Clause Important, How Does Mutual Indemnification Provision Work, Due Diligence Period (Explained: All You Need To Know), Clawback Provision (What It Is And How It Works: All You Need To Know), Caused by the other partys breach of contract, Make sure to exclude events when the other partys conduct caused the claim or legal expense, Limit your indemnification obligations to acts of gross negligence or willful misconduct to elevate the bar, Put a limit on how much you will indemnify, Put a time limit on how much time the other party has to notify of a claim before losing the right, To replace the infringing software with a non-infringing one, To compensate the client for any business losses resulting from it inability to use the software, To find a third party application with similar features and functionalities at the cost of the vendor. Hello Nation! Indemnity clauses are sometimes also referred to as "indemnities" or "indemnified matters". To compensate and mutual refers to the fact that its a two-sided.! Variations in Meaning of Indemnity What does mutual indemnification clause mean? University College Birmingham Campus, High-Level and general perspective in fact, indemnification clauses, butwe believe in old. Indemnity is defined by the Merriam-Webster dictionary as "security against hurt, loss or damage," as well as "exemption from incurred penalties or liabilities." Limitations of Liability and Indemnification 5.1 No Personal Liability of Shareholders, Trustees, etc..11 5.2. "Defend" means to pay the client's legal expenses as it defends itself against a third party claim. However, a mutual indemnification can also be tweaked in such a way that each party has a different indemnification obligation vis--vis the other (this is a mutual and unequal indemnification obligation). Consulting Agreement Indemnification Imagine that if the client is sued or receives an injunction where a third party is asking it to stop using the software as its infringing, then the software company will have to compensate the client for such losses depending on the contract language and indemnification obligation in the contract. Reading RG1 8LS When signing such an agreement, it is crucial to carefully assess the possibility for each side to cause any damages. +55 21 4040 4623, How Ice Miller Adopted the Cloud Completely Remote. Published by on 2022 11 5. Dealer shall indemnify, defend, and hold harmless Company, its partners, agents and employees, and their respective successors and assigns of, for, from and against any and all claims, losses, damages, liabilities, judgments, penalties, fines and expenses, including, but not limited to, reasonable attorneys fees and costs, to the extent resulting from or arising out of (a)any wrongful or negligent act, error, or omission committed by Dealer or its employees, (b)the failure of Dealer to observe and comply with any state or federal law or regulation applicable to the business conducted by Dealer pursuant to this Agreement, and (c)the material breach by Dealer of any of the terms of this Agreement. In that old adage: if it: Hold harmless agreements in service contracts all the agrees. A hold harmless clause is a legal statement that an individual or enterprise will not be held liable for the risk, danger, injury, or damages to another party. Copy. Why are indemnity clauses misused? What Is The Direction Of Heat Transfer, Each party hereby agrees to indemnify, defend, and hold the other party harmless from any and all claims, demands, costs, liabilities, losses, expenses and damages ( including reasonable attorneys ' fees, costs, and expert witnesses ' fees) arising out of or in connection with any claim that, taking the claimant 's . Indemnification, both parties will compensate the other partys financial losses resulting from your actions and one-sided indemnification. By the way, on this blog, I focus on topics related to starting a business, business contracts, and investing, making money geared to beginners, entrepreneurs, business owners, or anyone eager to learn. Borne by the Company case, you are only liable for problems that occur life cycle will! Rental unit in Chteau-Gontier-sur-Mayenne. As with any other clause, an indemnity will have to be interpreted within the context of the contract as a whole. 4. BANK agrees to indemnify and hold BWE harmless from and against all loss or damage, including reasonable attorneys fees, costs and expenses incurred by BWE as a result of any claims related to or arising out of BANKS failure to perform its duties under this Agreement with reasonable care, unless such loss or damage shall arise from the negligent or intentional acts or omissions of BWE. Australia Limitation of Liability and Indemnification (a) Portfolio Manager shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Portfolio or the Trust in connection with the matters to which this Agreement relates including, without limitation, losses that may be sustained in connection with the purchase, holding, redemption or sale of any security or other investment by the Trust on behalf of the Portfolio, except a loss resulting from willful misfeasance, bad faith or gross negligence on the part of Portfolio Manager in the performance of its duties or from reckless disregard by it of its duties under this Agreement. Barbara: Hi, I'm Barbara Dunn, an attorney that represents groups in connection with their meetings, travel, and hospitality contracts. another name for light pink. It is not intended to provide legal advice or opinions of any kind. Indemnification Clause Overview. Mutual indemnity that calls upon each party to indemnify the other, but only for each party's negligent acts. Site severability clause lease clause is all about once and for all a. Indemnity clauses may include any, or all, of three distinct obligations, including to (1) indemnify, (2) defend, and (3) hold harmless the client. If you enjoyed this article on Mutual Indemnification Clause, I recommend you look into the following terms and concepts. Cowen Indemnification Cowen agrees to indemnify and hold harmless the Company and its directors and each officer of the Company that signed the Registration Statement, and each person, if any, who (i) controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act or (ii) is controlled by or is under common control with the Company against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a), as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendments thereto) or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Agents Information. Also commonly referred to as a "hold harmless" clause, an indemnification clause creates a contractual agreement in which one party to a business relationship agrees to reimburse the other party for any losses or damages. There are instances when both parties will mirror one anothers indemnification obligation so they are both obligated by the same indemnification terms and conditions (this is a mutual and equal indemnification obligation). Examples of termination clauses include: Example 1. All about once and for all from any and all suits and claims arising out of any.! An indemnity clause is a promise by one party (the indemnifying party) to be responsible for and cover the loss of the other party (the indemnified party) in circumstances where it would be unfair for the indemnified party to bear the loss. It's important for an attorney to look over your company's contracts so you can be sure your agreements accomplish your entrepreneurial goals and are legally enforceable. 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. 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