Indemnification for Third Party Claims. To the extent permitted by applicable law, you will defend us and our Affiliates, and our and their respective officers, directors, employees, and agents from and against any and all third party claims, lawsuits, and proceedings that arise or result from (a) your breach of this XXXX, (b) your use, distribution and/or licensing of the Redistributables, if applicable, except to the extent it arises from an IP Claim covered under section 1.10.1 above, or (c) your failure or alleged failure to comply with Applicable Laws or any violation of a third party’s rights in connection with your use of the Product (each a “Third-Party Claim” and collectively “Third-Party Claims”) and you will indemnify for damages finally awarded by a court of competent jurisdiction with respect to any Third-Party Claim.
Indemnification for Third Party Claims. The Company agrees to indemnify and hold harmless Employee to the fullest extent permitted by law, from and against any and all losses, claims, damages, liabilities, obligations, penalties, judgments, awards, costs, expenses, and disbursements (and any and all actions, suits, proceedings and investigations in respect thereof and any and all legal and other costs, expenses and disbursements in giving testimony or furnishing documents in response to a subpoena or otherwise), including, without limitation, the costs, expenses, and disbursements, as and when incurred, of investigating, preparing, or defending any such action, suit, proceeding, or investigation (whether or not in connection with litigation in which Employee is a party), directly or indirectly, caused by, relating to, based upon, arising out of, or in connection with, Employee’s acting for the Company, including, without limitation, any act or omission by Employee in connection with his/her acceptance of or the performance or nonperformance of his/her duties and obligations under this Agreement, provided, however, such indemnification shall not apply to any portion of any such loss, claim, damage, obligation, penalty, judgment, award, liability, cost, expense, or disbursement to the extent it is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from the gross negligence or willful misconduct of Employee. If any action, suit, proceeding, or investigation is commenced, as to which Employee proposes to demand indemnification, he/she shall notify the Company with reasonable promptness. Employee shall have the right to retain counsel of his/her own choice to represent him/her, which counsel shall be reasonably acceptable to the Company, and the Company shall pay the fees, expenses, and disbursements of such counsel, and such counsel shall, to the extent consistent with its professional responsibilities, cooperate with the Company and any counsel designated by the Company. The Company shall be liable for any settlement of any claim against Employee. The Company shall not, without the prior written consent of Employee, settle or compromise any claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise, or consent includes, as an unconditional term thereof, the giving by the claimant to Employee of an unconditional and irrevocable release from all liability ...
Indemnification for Third Party Claims. The following procedures shall be applicable with respect to indemnification for Damages made or asserted by third parties ("Third Party Claims").
Indemnification for Third Party Claims. 12.2.1 Each Beneficiary (“Indemnitor”) shall indemnify each other Beneficiary (“Indemnitee”) from and against loss, damage, liability, cost, expense, or injury (including reasonable attorneys’ fees and expenses) (individually a “Loss” and collectively, “Losses”) incurred by such Indemnitee, its employees, or Affiliate Entities, resulting from any claim, complaint, proceeding or cause of action brought by a Third Party, including IHI JU (“Third Party Claims”) arising from (i) the material breach of any representation, warranty or covenant made by the Indemnitor hereunder, (ii) gross negligence or wilful misconduct on the part of the Indemnitor in performing its obligations under this Consortium Agreement, or, subject to Clause 12.1 of this Consortium Agreement, (iii) infringement of Third Party Intellectual Property rights by such Indemnitor, its employees, Sub- Contractors, Associated Partners, Affiliated Entities or its agents; provided in each case that: − except in the case of wilful misconduct [OPTIONAL:, gross negligence and breach of confidentiality obligations], the foregoing obligation to indemnify shall not extend to claims for indirect, special or consequential loss or damage, including but not limited to loss of profit, revenue or contracts; and − [OPTIONAL: the total limit of liability of any Indemnitor to any Indemnitee in respect of any one claim or series of connected claims, shall not exceed the higher of (i) [1,000,000] euros; and (ii) twice the financial value (of the Grant or of the in-kind contribution, as the case may be,) corresponding to that Indemnitor’s Action Share; and] − an Indemnitor shall not be obligated to indemnify an Indemnitee for any Losses to the extent such Losses arise as a result of (i) the material breach of any representation, warranty or covenant made by the Indemnitee under this Consortium Agreement or (ii) any gross negligence or wilful misconduct on the part of any Indemnitee.
Indemnification for Third Party Claims. Employer agrees to hold harmless, indemnify, defend, and save Employee from and against all claims, liabilities, causes of action, damages, judgments, attorneys' fees, court costs, and expenses which arise out of Employee's normal course of performance of his duties, or occasioned by Employer.
Indemnification for Third Party Claims. No obligation to indemnify which is set forth in this Article 10 shall apply unless the party claiming indemnification notifies the other party as soon as practicable (within thirty (30) days after the notice, or such shorter period as is required to avoid any prejudice in the claim, suit or proceeding) of any matters in respect of which the indemnity may apply and of which the notifying party has knowledge, and gives the other party the opportunity to control the response to and defense of such claim; provided, however, that the indemnitee shall have the right to participate in any legal proceedings to contest and defend a claim for indemnification involving a Third Party and to be represented by its own attorneys, all at the indemnitee's cost and expense; provided further, however, that no settlement or compromise of an asserted Third Party claim other than one for the payment of money may be made without the prior written consent of the indemnitee.
Indemnification for Third Party Claims. (a) From and after the Distribution Date, ADP, on the one hand, and Dealer, on the other hand (as applicable, an “Indemnifying Party”), shall indemnify the other Party, the other Party’s Affiliates and their respective officers, directors and employees (each, an “Indemnified Party”), against and hold them harmless from any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties (including reasonable fees for outside counsel, accountants and other outside consultants) (collectively, “Losses”) suffered or incurred by the Indemnified Party in connection with a third party claim against such Indemnified Party, to the extent such Losses result from (1) an actual or alleged breach of this Agreement by the Indemnifying Party, (2) any actual or alleged infringement, violation or misappropriation of the intellectual property rights of any third person by the Indemnifying Party, or (3) the gross negligence or willful misconduct of the Indemnifying Party in the performance of its obligations hereunder, (4) death, personal injury, or bodily injury negligently or intentionally caused by the Indemnifying Party, or (5) damage to tangible/physical property caused by the grossly negligent or willful misconduct of the Indemnifying Party; provided, however, that the Indemnifying Party shall not be deemed to have breached the Agreement, or been grossly negligent or to have engaged in willful misconduct, to the extent that Losses arise as a result of information provided by or on behalf of the Indemnified Party to the Indemnifying Party or any actions taken or omitted to be taken by the Indemnifying Party upon the written direction or instruction of the Indemnified Party. For avoidance of doubt, this Article VI applies solely to the specific matters and activities covered by this Agreement (and not to matters specifically covered by the Separation Agreement or the other Ancillary Agreements). The infringement indemnity set forth in subsection (1) above will not apply and ADP will not be liable for any damages assessed in any cause of action to the extent resulting from (i) any change, or enhancement in Services or Data Center Technology made by Dealer, and Service Recipient or any third party, (ii) Dealer’s use of the Services or Dealer Technology except as permitted under this Agreement or in combination with any hardware, software or other materials not expressly authorized by ADP, or (iii) ADP’s use in connection with the Ser...
Indemnification for Third Party Claims. Employee hereby agrees to indemnify, defend, save, and hold harmless Employer, its shareholders, officers, directions, and other agents (other than Employee) from and against all claims, liabilities, causes of action, damages, judgments, attorneys’ fees, court costs, and expenses which arise out of or are related to the Employee’s performance of this Agreement, failure to perform job functions or duties as required, or result from conduct while engaging in any activity outside the scope of this Agreement, before, during or after the termination of this Agreement. Employee understands that this obligation of indemnification survives the expiration or termination of this Agreement.
Indemnification for Third Party Claims. (a) Notwithstanding any other provision of this Agreement, Manufacturer shall be responsible for, and shall assume the defense of and indemnify and hold Purchaser, its Affiliates and Purchaser Distributors harmless from and against, all Third Party Claims arising out of or related to any Products or Technical Materials related thereto manufactured or supplied by Manufacturer hereunder; provided that the indemnification obligations of Manufacturer under this Section shall not apply to any Third Party Claim caused by any misuse, willful misconduct or negligent act or negligent failure to act on the part of Purchaser or any Purchaser Distributor with respect to the Products including any modification or alteration of the Product other than caused by Manufacturer after delivery to Purchaser and any implantation after the "use before" date marked on the Product's sterile pack.
Indemnification for Third Party Claims. BullWall shall indemnify, defend and hold You harmless from and against any and all indemnifiable losses arising out of, by reason of, in connection with or as a result of a Third Party Claim against You if and to the extent any such indemnifiable loss is attributable to BullWall.
