Sentences with phrase «directors against expenses»

The Board shall indemnify any or all officers and directors against expenses incurred by them in connection with the defense of any action, suit, or proceeding in which they are made a party in which such persons shall be adjudged to have been responsible for misconduct resulting in harm or damages.

Not exact matches

You agree to defend, indemnify and hold harmless NBCUniversal, its affiliates and their respective directors, officers, employees and agents from and against any and all claims, demands, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses (including reasonable legal fees and costs) arising out of or accruing from (a) any breach of these terms, including any of the foregoing provisions, representations or warranties, and / or from your placement or transmission of any content onto NBCUniversal's servers, and / or from any and all use of your account; (b) any material posted or otherwise provided by you (including without limitation User Content), or any other subscriber or user of your account that infringes any intellectual property right of any person or entity or defames any person or violates their rights of publicity or privacy; (c) any misrepresentation made by you in connection with your use of the online services; and (d) any breach of any of the representation, warranties or other terms or conditions relating to use of your User Content or the online services.

The Corporation shall maintain insurance to the extent reasonably available, at its expense, to protect itself and any such director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the Delaware General Corporation Law.

To the fullest extent permitted by applicable law, you agree to indemnify, defend and hold harmless Daily Harvest, and our respective past, present and future employees, officers, directors, contractors, consultants, equityholders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns (individually and collectively, the «Daily Harvest Parties»), from and against all actual or alleged Daily Harvest Party or third party claims, damages, awards, judgments, losses, liabilities, obligations, penalties, interest, fees, expenses (including, without limitation, attorneys» fees and expenses) and costs (including, without limitation, court costs, costs of settlement and costs of pursuing indemnification and insurance), of every kind and nature whatsoever, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract or otherwise (collectively, «Claims»), including, but not limited to, damages to property or personal injury, that are caused by, arise out of or are related to (a) your use or misuse of the Sites, Content or Products, (b) any User Content you create, post, share or store on or through the Sites or our pages or feeds on third party social media platforms, (c) any Feedback you provide, (d) your violation of these Terms, (e) your violation of the rights of another, and (f) any third party's use or misuse of the Sites or Products provided to you.

You agree to indemnify, defend and hold harmless Franklin Templeton, its subsidiaries and affiliates, and each of its and their officers, directors, employees and agents, from and against all claims, demands, liabilities, damages, losses or expenses, including attorney's fees and costs, arising out of or related to (i) your improper access to or use of this Site, (ii) any violation by you of these Terms of Use, (iii) any User Content that you Submit to or via the Site or (iv) any actual or alleged infringement or violation by you of the intellectual property or other proprietary right of any third party.

You agree to indemnify, defend and hold harmless to Leith Wheeler and all its directors, officers, employees harmless from and against any and all liabilities, expenses and costs, including without limitation reasonable legal fees and expenses, incurred by Leith Wheeler and related parties in connection with any claim arising out of your use of the website.

Indemnification As a condition of your use of the Services, you agree to indemnify and hold Wellington Management, its affiliates, and its and their respective partners, directors, employees, and agents harmless from and against any and all claims, losses, liability, costs, and expenses (including but not limited to attorneys» fees) arising from your use of the web site or from your violation of these Terms.

«Full transparency of fees and conflicts of interest is critical in the private equity industry and we will continue taking action against advisers that do not adequately disclose their fees and expenses,» said Andrew Ceresney, director of the SEC's Division of Enforcement, in a statement.

You agree to defend, indemnify and hold harmless RMG, its parents and affiliates together with their respective employees, agents, directors, officers and shareholders, from and against all the liabilities, claims, damages and expenses (including reasonable attorney's fees and costs) arising out of your use of this Site; your failure to use the Site; your breach or alleged breach of this Agreement or your breach or alleged breach of the copyright, trademark, proprietary or other rights of third parties.

You agree to indemnify, defend and hold the USTA Family of Companies, the USTA» Family of Companies» subsidiaries and other affiliated companies / organizations and sponsors and their respective officers, directors, employees and agents harmless from and against any third - party claims, demands, actions, suits, proceedings, liabilities, damages, losses, judgments and expenses (including, but not limited to, the costs of collection, reasonable attorney's fees and other reasonable costs of defense or enforcing your obligations hereunder) resulting from or arising out of any breach of any of your representations or misuse of this or any other USTA Family of Companies site or of any site linking to this or any other USTA Family of Companies site.

You agree to defend, indemnify, and hold harmless the Action Network Group and its affiliates and their officers, directors, employees, consultants, agents, licensors, and suppliers from and against any and all claims, losses, expenses, liabilities, settlements, litigation, damages, and / or costs (including, but not limited to, fees, costs and other expenses of attorneys and expert witnesses) arising out of or related to: (i) your use of the Site, including, but not limited to, any Materials or User Content, (ii) any violation of these Terms of Use or applicable law by you in connection with your use of the Site, including, but not limited to, any Materials or User Content, (iii) any actual or alleged infringement by you, or any person accessing the Site, including, but not limited to, any Materials or User Content, using your password or account identifier, of any intellectual property or privacy or other right of any third party, or (iv) any unauthorized use of password protected Materials or User Content utilizing your account information, whether or not known or authorized by you.

You agree to indemnify, defend and hold harmless, MomsTeam, its affiliates, and their respective officers, directors, employees, agents, licensors, representatives, and third party providers, to and from and against all losses, expenses, damages and costs, including reasonable attorneys» fees, resulting from any violation of these Terms of Use by you.

Indemnification: You agree to indemnify, defend and hold harmless Fertility Center of Las Vegas, its officers, directors, employees, agents, information providers, partners, advertisers and suppliers from and against all losses, expenses, damages and costs, including reasonable attorney's fees, resulting from any violation of this Agreement or any activity related to your account (including infringement of third parties» worldwide intellectual property rights or negligent or wrongful conduct) by you or any other person at your direction accessing Fertility Center of Las Vegas» web site.

You agree to defend, indemnify and hold harmless AAAS, its officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from: (a) your use of and access to the AAAS Web site; (b) your violation of any term of these Terms of Use; (c) your violation of any third - party right, including without limitation any copyright, property, or privacy right; or (d) any claim that one of your User Submissions caused damage to a third party.

You shall indemnify The Endocrine Society and its directors, officers, employees, agents, contractors and licensors («The Endocrine Society Indemnitees») against all claims, actions, suits, and other proceedings («Claims») arising out of or incurred in connection with the Site and your use of the Site, your fraud, violation of law, negligence, willful misconduct, or any other use of the Site, the User Materials, the Site Materials, the services, products, information and other materials on and in and made available through the Site, (except to the extent attributable to The Endocrine Society), or any breach by you of these Terms and Conditions and shall indemnify and hold the Endocrine Society Indemnitees harmless from and against all judgments, losses, liabilities, damages, costs, and expenses (including without limitation reasonable attorneys» fees and attorneys» disbursements) arising out of or incurred in connection with such Claims.

You agree to indemnify, defend and hold harmless Pacific Biosciences, its officers, directors, employees, agents, licensors, suppliers and any third party information providers to the Site from and against all losses, expenses, damages and costs, including reasonable attorneys» fees, resulting from any violation by you of the terms of this Image Use Agreement or Pacific Biosciences» termination of your access to or use of the Site.

You agree to indemnify and hold harmless mindbodygreen and its affiliates, and their respective members, directors, officers, managers, employees, shareholders, agents, and licensors, from and against all losses, expenses, damages and costs, including reasonable attorneys» fees, resulting from any violation by you of these Terms of Sale or any breach by you of your representations and warranties hereunder.

Indemnification You agree to indemnify, defend, and hold harmless Activation Products, its officers, directors, employees, agents, licensors and suppliers (collectively the «Service Providers») from and against all losses, expenses, damages and costs, including reasonable attorneys» fees, resulting from any violation of these terms and conditions or any activity related to your account (including negligent or wrongful conduct) by you or any other person accessing the site using your Internet account.

You agree to defend, indemnify and hold harmless Real Plans, its affiliates, officers, directors, employees and agents from and against any and all claims, damages, obligations, losses, liabilities, costs or expenses (including but not limited to attorney's fees) arising from: (i) your use of and access to the Sites and Services; (ii) your violation of any term of this Agreement; (iii) your violation of any third - party right, including without limitation any copyright, property, or privacy right; or (iv) any claim that your Content Submissions caused damage to a third party.

Entrants agree to release and hold harmless the Bloggin» Mamas, Heather Lopez Enterprises, LLC, Florida Prepaid, Moore Communications, Twitter, and any other organizations responsible for sponsoring, fulfilling, administering, advertising or promoting this giveaway, and their respective parent, subsidiaries, and affiliates and each of their respective officers, directors, members, employees, agents and subcontractors (collectively the «Released Parties») from and against any and all claims, expenses, and liability, including but not limited to negligence and damages of any kind to persons and property, including but not limited to invasion of privacy (under appropriation, intrusion, public disclosure of private facts, false light in the public eye or other legal theory), defamation, slander, libel, violation of right of publicity, infringement of trademark, copyright or other intellectual property rights, property damage, or death or personal injury arising out of or relating to a participant's entry, creation of an entry or submission of an entry, participation in this giveaway, acceptance or use or misuse of prize.

At our request, you agree to compensate us fully and hold us, Lane Crawford (including its officers, directors, agents, affiliates, licensors, and suppliers), harmless from and against all liabilities, claims, expenses, damages and losses, including legal fees, arising from any breach of the TOS by you.

You agree to indemnify and hold harmless eLearning Industry, its contractors, and its licensors, and their respective directors, officers, employees and agents from and against any and all claims and expenses including attorneys» fees, arising out of your use of the Website, including but not limited to your violation of the TOS.

You agree to defend, indemnify and hold harmless Global Educational Excellence and its licensee and licensors, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees), resulting from or arising out of a) your use and access of the Service, by you or any person using your account and password, or b) a breach of these Terms.

Accordingly, you shall defend, indemnify, and hold harmless Author Solutions and Reader's Digest Inc. from and against any suit, proceeding, assertion, damage, cost, liability and expenses (including court costs and reasonable attorneys» fees) incurred as a result of claims of customers or other third parties claim (including, without limitation, claims by regulators) against Author Solutions and / or Reader's Digest Inc. and their respective suppliers, officers, directors, employees and agents arising from or connected with (i) your website [s], including without limitation any activities or aspects thereof or commerce conducted thereon; (ii) the marketing activities you undertake in connection with the LifeRich Publishing affiliate marketing program; or (iii) the breach or alleged breach of the reps and warranties you make herein.

The Underwriting Agreement between the Trust and Northern Lights Distributors, LLC («NLD») provides that the Registrant agrees to indemnify, defend and hold NLD, its several officers and directors, and any person who controls NLD within the meaning of Section 15 of the Securities Act free and harmless from and against any and all claims, demands, liabilities and expenses (including the reasonable cost of investigating or defending such claims, demands or liabilities and any reasonable counsel fees incurred in connection therewith) which NLD, its officers and directors, or any such controlling persons, may incur under the Securities Act, the 1940 Act, or common law or otherwise, arising out of or based upon: (i) any untrue statement, or alleged untrue statement, of a material fact required to be stated in either any Registration Statement or any Prospectus, (ii) any omission, or alleged omission, to state a material fact required to be stated in any Registration Statement or any Prospectus or necessary to make the statements in any of them not misleading, (iii) the Registrant's failure to maintain an effective Registration statement and Prospectus with respect to Shares of the Funds that are the subject of the claim or demand, or (iv) the Registrant's failure to provide NLD with advertising or sales materials to be filed with the FINRA on a timely basis.

The Underwriting Agreement between the Trust and Ceros Financial Services Inc. («Ceros») provides that the Registrant agrees to indemnify, defend and hold Ceros, its several officers and directors, and any person who controls Ceros within the meaning of Section 15 of the Securities Act free and harmless from and against any and all claims, demands, liabilities and expenses (including the reasonable cost of investigating or defending such claims, demands or liabilities and any reasonable counsel fees incurred in connection therewith) which Ceros, its officers and directors, or any such controlling persons, may incur under the Securities Act, the 1940 Act, or common law or otherwise, arising out of or based upon: (i) any untrue statement, or alleged untrue statement, of a material fact required to be stated in either any Registration Statement or any Prospectus, (ii) the breach of any representations, warranties or obligations set forth herein, (iii) any omission, or alleged omission, to state a material fact required to be

You agree to indemnify, defend, and hold harmless the Santa Ynez Valley Humane Society, its officers, directors, employees, agents, licensor's and suppliers (collectively the «Service Providers») from and against all losses, expenses, damages and costs, including reasonable attorneys» fees, resulting from any violation of these terms and conditions or any activity related to your account (including negligent or wrongful conduct) by you or any other person accessing the site using your Internet account.

The cardholder agrees that s / he will defend and indemnify the Priority Pass group of companies, its directors, officers, employees and agents (collectively «the indemnified parties») against and hold each indemnified party harmless from all liabilities, damages, losses, claims, suits, judgments, costs and expenses (including reasonable legal fees) for injury to or death of any person or damage to, or destruction of, any property arising from the use of any lounge by the cardholder or any other person accompanying the cardholder, except that such indemnification shall not extend to acts of gross negligence or wilful misconduct by the indemnified parties.

You agree to indemnify, defend and hold harmless Tamarindo Diving Center, its officers, directors, employees, agents, licensors, suppliers and any third party information providers to the Service from and against all losses, expenses, damages and costs, including reasonable attorneys» fees, resulting from any violation of this Agreement (including negligent or wrongful conduct) by you or any other person accessing the Service.

You understand that you are personally responsible for your behavior while playing any game and / or while you are on the websites and agree to indemnify and hold Koch Media and its and their affiliates, business partners, distributors, agents, representatives and other authorized users, and their respective officers, directors, employees, and agents (collectively, the «Indemnified Parties»), harmless from and against any loss, damage, liability, cost, or expense of any kind (including attorneys» fees) that the Indemnified Parties may incur in connection with any claim (s) or threatened claim (s) arising out of or related to your use of any game and / or the websites or your violation of these Terms, applicable law, or the rights of any third party.

As a condition of the use of the Site, you agree to defend, indemnify, and hold harmless Michaels and its respective employees, directors, officers, agents, vendors, and suppliers from and against any liabilities, losses, investigations, inquiries, claims, suits, damages, costs, and expenses (including, without limitation, reasonable attorneys» fees and expenses)(each, a «Claim») arising out of or otherwise relating to your use of the Site, including without limitation any User Content submitted by you and Claims alleging facts that if true would constitute a breach by you of these Terms & Conditions.

For New Jersey users, you would not be required to defend, indemnify or hold harmless Michaels and its respective employees, directors, officers, agents, vendors and suppliers from and against any liabilities, losses, investigations, inquiries, claims, suits, damages, costs or expenses arising out of Michaels own negligence.

You agree to defend, indemnify and hold harmless the Company, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys» fees) arising out of or relating to your violation of these Terms of Use or your use of the Website, including, but not limited to, your User Contributions, any use of the Website's content, services and products other than as expressly authorized in these Terms of Use or your use of any information obtained from the Website.

Our specialized expertise in insurance defence includes errors and omissions claims against Insureds in a variety of professions including the securities industry, claims against Directors and Officers, legal expense insurance claims, performance and labour and material payment bond claims, and acting as class action defence counsel.

You agree to indemnify, defend and hold harmless our Bitland Blockchain Land Registry in Ghana website, its members, officers, directors, employees, agents, licensors, suppliers and any third party information providers to our website from and against all losses, expenses, damages and costs, including reasonable attorneys» fees, resulting from any use of our website or violation of this Agreement (including negligent or wrongful conduct) by you or any other person accessing our website.

Represented the former director of the Parks and Recreation Division of Maryland National - Capital Park and Planning Commission against theft and misappropriation charges, obtaining an acquittal, dismissal of all charges, and reimbursement of attorneys» fees and expenses.

The Canada Business Corporations Act allows corporations to indemnify directors and officers against costs and expenses incurred while carrying out their responsibilities provided they acted honestly and in good faith with a view to the best interests of the corporation.

You agree to indemnify, defend and hold harmless Courthouse News and its officers, directors, employees, agents, licensors, and licensees (the «Courthouse News Indemnified Parties»), from and against any and all third party claims, demands, liabilities, costs, or expenses, including reasonable attorney's fees, incurred by Courthouse News Indemnified Parties that arise from any violation by you, or any user of your user name or password, of these Terms of Use.

You agree to indemnify, defend and hold How - To Geek and its respective officers, directors, employees, members or representatives (and all successors and assigns of any of the foregoing), harmless from and against any claim or demand, including without limitation, reasonable attorneys» fees and disbursements, made by any third party in connection with or arising out of your use of the Services, your connection to the Services, your violation of the Terms or How - To Geek Privacy Policy, your violation of an applicable law, your submission, posting, transmission of User Content to the Services, and / or your violation of any rights of another we reserve the right, at our own expense, to assume the exclusive defense and control of such disputes, and in any event you will cooperate with us in asserting any available defenses.

You agree to indemnify and hold harmless Provider and its officers, directors, employees, agents, distributors and affiliates from and against any and all claims, demands, liabilities, costs or expenses, including reasonable legal fees, resulting from your breach of these Terms, including any of the foregoing provisions, representations, warranties or conditions, and / or from your placement or transmission of any content onto Provider's servers, and / or from any and all use of your account.

Hold Harmless: Client further agrees to indemnify, defend and hold harmless Objective: Resumes, its employees, agents, officers, and directors, from and against any and all claims, liabilities, damages, costs, and / or expenses of whatever kind or nature, including without limitation reasonable legal and accounting fees.

• Answers telephones and gives information to callers, take messages, or transfers calls to proper individuals • Greets visitors or callers, and handles their inquiries or directs to them to the appropriate persons according to their needs • Arranges and coordinates all executive reservations and ensures proper amenities are prepared before arrival • Creates and maintains paper and electronic files, databases and documents • Researches and prepares daily casino news clips for distribution to executives using a variety of research methods • Performs routine administrative tasks; distributes customer letters / feedback to appropriate departments and logs all complaints for executive review; receives and distributes department mail; orders and stocks all office supplies • Assists Assistant to the President or Executive Assistants with special projects as needed • Prepares and audits designated Directors expense reports for credit card usage against receipts and invoices for accuracy • Performs other duties as assigned

You agree to indemnify defend and hold harmless us, our subsidiaries, affiliates, licencors, service providers, content providers, employees, agents, officers, and directors from and against all liabilities, claims, demands and expenses arising out of your breach of warranty.

Without limiting the generality or effect of other provisions of this Agreement, as a condition of use, you agree to indemnify, hold harmless, and defend Operator and its parents, subsidiaries, affiliates, licensors, suppliers and their officers, directors, affiliates, subcontractors, agents and employees (collectively, «Indemnified Parties» and each, individually, an «Indemnified Party») against all costs, expenses, liabilities and damages (including reasonable attorney's fees) incurred by any Indemnified Party in connection with any third party claims arising out of: (i) your failure to comply with any applicable laws and regulations; and (ii) your breach of any of its obligations set forth in this Agreement.

You agree to indemnify and hold harmless Daring Education, its affiliates and their respective directors, officers, employees and agents from and against all claims and expenses, including attorney's fees, arising out of your use of this site and The Daring Way ™ Referral Network.

You agree to indemnify, defend, and hold harmless Better Homes and Gardens Real Estate Metro Brokers, the Providers, and Web Site hosting service providers, and its and their officers, directors, employees, affiliates, agents, licensors, and suppliers from and against all losses, expenses, damages and costs, including reasonable attorneys» fees, resulting from any violation by you of these Terms.

You agree to indemnify, defend and hold harmless Better Homes and Gardens Real Estate LLC and its Affiliates, the Web Site hosting service providers and its and their officers, directors, employees, affiliates, agents, licensors, franchisees and suppliers from and against all losses, expenses, damages and costs, including reasonable attorneys» fees resulting from or arising out of User Content you submit, post, purchase, use, develop, transmit or otherwise make available through the Service, your use of the Service, your connection to the Service, violation by you of these Terms or your violation of any rights of another.

You agree to defend, indemnify and hold harmless RealtyForSale.ca, its affiliates and all of their respective employees, agents, directors, officers, members, shareholders, attorneys, successors and assigns from and against any and all claims, proceedings, damages, injuries, liabilities, losses, costs and expenses (including lawyer fees and litigation expenses) arising from or relating to: (a) your access or use of the Website or any content; (b) any breach by you of these Terms and Conditions; (c) your violation of any third party right, including copyright, privacy or property right; or (d) any claim of a third party arising from your actions or inactions.