ADDITIONAL INDEMNIFICATION BY CUSTOMER Sample Clauses

ADDITIONAL INDEMNIFICATION BY CUSTOMER. In addition to the other indemnities set forth elsewhere in the Agreement and this Schedule 2, Customer indemnifies and holds NCR Voyix, its officers, directors, employees, shareholders, agents and representatives harmless against any and all claims, losses, costs, fines, fees, liabilities or obligations made by third parties relating to: (a) the operation of Customer’s business and the conduct of other Customer activities; (b) Customer’s use of the Hosted Software, the Hosting Services or other applications and services made available hereunder; and (c) Customer’s violation of any applicable international, federal, state or local law, regulation or ordinance, in connection with Customer’s use of the Hosted Software, the Hosting Services or other applications and services made available hereunder. To ensure compatibility between the Hosted NCR Voyix Software and the card stock used in connection with Customer's use of the applicable Hosted NCR Voyix Software, Customer agrees to purchase card stock from a vendor that has been approved by NCR Voyix. Customer acknowledges that NCR Voyix may take reasonable measures to ensure that only approved vendor products are used, including but not limited to preventing the use of non-approved card stock in the System through any means of enforcement, including electronic measures. Customer acknowledges that approved card stock vendors are third party suppliers that are not affiliated with NCR Voyix, and that any products and/or services provided by a third-party supplier are independent of these Additional Terms and Conditions and are subject to the terms and conditions of Customer’s agreement with such third party. 1. These terms apply only to NCR Voyix’s provision of electronic communication services, such as NCR Pulse Real Time Text Paging, certain NCR Voyix online ordering functionalities and NCR Consumer Marketing (collectively, “Communication Services”). The Communication Services may enable you to send communications to your patrons, end- users or other recipients (collectively, “Recipients”), including e-mails, text messages or other electronic messages (collectively, “Communications”). Communications may be routed through wireless or mobile carriers, internet service providers or other communication service providers (each, a “CSP”). 2. You are entirely responsible for your use of the Communication Services, including, but not limited to: (a) proper account setup and configuration settings; (b) obtaining consen...
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ADDITIONAL INDEMNIFICATION BY CUSTOMER. In addition to the other indemnities set forth elsewhere in the Agreement and this Schedule 2, Customer indemnifies and holds NCR Voyix, its officers, directors, employees, shareholders, agents and representatives harmless against any and all claims, losses, costs, fines, fees, liabilities or obligations made by third parties relating to: (a WKH RSHUDWLRQ RI &XV the conduct of other Customer activities; (b) &XVWRPHU¶V XVH RI WKH +RVWHG 6RI applications and services made available hereunder; and (c) &XVWRPHU¶V YLRODWLRQ RI DQ federal, state or local law, regXODWLRQ RU RUGLQDQFH LQ FHoRstQedQSoHftwFaWre,LthRe Q ZL Hosting Services or other applications and services made available hereunder. To ensure compatibility between the Hosted NCR Voyix Software and the card stock used in connection with Customer's use of the applicable Hosted NCR Voyix Software, Customer agrees to purchase card SPAM Act); and (ii) all industry standards and CSP requirements and policies (including, without OLPLWDWLRQ DOO ³6 + $ ) standards), in each case, as applicable to your use of the Communication Services or the conduct of your EXVLQHVV FRpOplOicaHblFe WLLYegaHl O\ stock from a vendor that has been approved by NCR 5HTXLUHPHQWV´use th e C o<mmRuXnic atZionLOO Q Voyix. Customer acknowledges that NCR Voyix may take reasonable measures to ensure that only approved vendor products are used, including but not limited to preventing the use of non-approved card stock in the System through any means of enforcement, including electronic measures. Customer acknowledges that approved card stock vendors are third party suppliers that are not affiliated with NCR Voyix, and that any products and/or services provided by a third-party supplier are independent of these Additional Terms and Conditions and are subject to the terms and conditions Services in violation of Applicable Legal Requirements or to engage in any illegal or unethical activity. You are solely responsible for the content and accuracy of your Communications and any products or services offered for sale therein. You will not send any misleading, inaccurate, threatening, libelous, obscene, harassing, or offensive Communication. If NCR Voyix provides images or other materials as part of the Communication Services, you may only use them for your permitted use of the Communication Services. Further, you may not use any third party or purchased e-mail list(s) in RI &XVWRPHU¶V DJUHHPHQW ZcLonWnecKtio nVwXithFthKe C oWmmKuLnicUatGion SSe...
Sample 1

Related to ADDITIONAL INDEMNIFICATION BY CUSTOMER

  • Indemnification by Customer Customer shall indemnify, defend and hold harmless MSIL and its affiliates from and against any loss, liability, damage, cost or expense (including attorneys' and accountants' fees and expenses incurred in the defense of any demands, claims or lawsuits) actually and reasonably incurred arising from any act, omission, conduct, or activity undertaken by MSIL on behalf of Customer, including, without limitation, any demands, claims or lawsuits initiated by a limited partner (or assignee thereof); provided that (i) MSIL has determined, in good faith, that the act, omission, conduct, or activity giving rise to the claim for indemnification was in the best interests of the Customer, and (ii) the act, omission, conduct or activity that was the basis for such loss, liability, damage, cost or expense was not the result of misconduct or negligence. Notwithstanding the foregoing, no indemnification of MSIL or its affiliates by Customer shall be permitted for any losses, liabilities or expenses arising from or out of any alleged violation of federal or state securities laws unless (i) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the particular indemnitee, or (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular indemnitee, or (iii) a court of competent jurisdiction approves a settlement of the claims against the particular indemnitee and finds that indemnification of the settlement and related costs should be made, provided with regard to such court approval, the indemnitee must apprise the court of the position of the SEC and the positions of the respective securities administrators of Massachusetts, Missouri, Tennessee and/or those other states and jurisdictions in which the plaintiffs claim that they were offered or sold Units, with respect to indemnification for securities laws violations before seeking court approval for indemnification. Furthermore, in any action or proceeding brought by a limited partner in the right of Customer to which MSIL or any affiliate thereof is a party defendant, any such person shall be indemnified only to the extent and subject to the conditions specified in the Delaware Revised Uniform Limited Partnership Act, as amended, and this Section 2. The Customer shall make advances to MSIL or its affiliates hereunder only if: (i) the demand, claim lawsuit or legal action relates to the performance of duties or services by such persons to Customer; (ii) such demand, claim lawsuit or legal action is not initiated by a limited partner; and (iii) such advances are repaid, with interest at the legal rate under Delaware law, if the person receiving such advance is ultimately found not to be entitled to indemnification hereunder.

  • Additional Indemnification Provisions (a) With respect to each indemnification obligation under this Agreement (i) each such obligation shall be calculated on an After-Tax Basis and (ii) all Losses shall be net of any third-party insurance proceeds that have been recovered or are recoverable by the Indemnified Party in connection with the facts giving rise to the right of indemnification. (b) If an Indemnifying Party makes any payment for any Losses suffered or incurred by an Indemnified Party pursuant to the provisions of this Article VII, such Indemnifying Party shall be subrogated, to the extent of such payment, to all rights and remedies of the Indemnified Party to any insurance benefits or other claims of the Indemnified Party with respect to such Losses and with respect to the claim giving rise to such Losses. (c) The right to indemnification or other remedy based on any representations, warranties, obligations, covenants and agreements set forth in this Agreement or in any of the Ancillary Agreements, will not be affected by any investigation conducted with respect to, or any notice or knowledge acquired (or capable of being acquired), with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant or agreement; provided, however, that notwithstanding anything to the contrary contained herein, except as set forth on Section 7.7(c) of the ABI Disclosure Letter, ABI shall not have any liability relating to any breach of, or inaccuracy in, any representation or warranty made herein that, as of the date hereof, any Buyer Party had Knowledge of the breach or inaccuracy of the representation or warranty or of the facts relating to such breach or inaccuracy.

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