Additional Indemnification Obligations. In the event any action is commenced or claim made or threatened against one or more of the Indemnitees as to which a party to this Agreement may be obligated to indemnify it or them or hold it or them harmless, such Indemnitee(s) shall promptly notify such party of such event. Such party shall assume the defense of, and may settle (with the applicable Indemnitee's consent, such consent not to be unreasonably withheld), with counsel of its own choice (reasonably acceptable to the other party to this Agreement and the applicable Indemnitee(s)) and at its sole expense such claim or action. Any Indemnitee may participate in the defense of any such claim or action with counsel of its own choice at its own expense. No party shall be liable to the other party or other Indemnitee(s) on account of any settlement of any such claim or action effected without its prior written consent, which shall not be unreasonably withheld. Notwithstanding any provision herein to the contrary, B&L shall take no action relating to, and Symbollon may withhold its consent in its sole discretion to, the settlement of any matter which may affect the Patent Rights, the Licensed Patents or Symbollon's Proprietary Information; provided that if Symbollon withholds its consent, then Symbollon agrees to share thereafter 50/50 in any subsequent expenses attributable to such claims made or settlement paid by B&L, including without limitation fees paid to outside counsel or a consultant, and reasonable travel expenses, but not including any part of any salary of any employee of B&L.
Additional Indemnification Obligations. All indemnification obligations set forth in this Agreement, whether in these General Terms or elsewhere, shall be subject to the procedures set forth below.
Additional Indemnification Obligations. In addition to the indemnification obligations contained in Section 10 (Indemnification) of the Developer Agreement and to the extent permitted by applicable law, You agree to indemnify and hold harmless, and upon Apple’s request, defend, any Apple Indemnified Party from any and all Losses incurred by an Apple Indemnified Party arising from or related to the Application or Your use of the Apple Materials, associated APIs, or any data obtained from associated APIs, including but not limited to any claims for improper use of the APIs, any data obtained therefrom, or any end user claims arising out of or related to the use of Your Applications or Licensed Applications under this Addendum.
Additional Indemnification Obligations. In addition to your indemnification obligations under the Agreement, you agree, to the maximum extent permitted by law, to indemnify, defend and hold harmless the Registry Operator and Affilias, Ltd. (the "Registry Services Provider"), and their respective directors, officers, employees and agents from and against any and all claims, damages, liabilities, costs and expenses, including reasonable legal fees and expenses, arising out of or relating to your .mobi domain name registration and or use of the .mobi domain name. This indemnification obligation survives the termination or expiration of the Agreement and this Schedule C-10.
Additional Indemnification Obligations. 19 Section 6.4
Additional Indemnification Obligations. Developer shall indemnify, defend and hold harmless Nokia, its Affiliates and their respective officers, directors, employees and customers harmless from and against all damages, claims, demands, suits, proceedings, damages, costs, expenses and liabilities, including without limitation, reasonable legal fees incurred due to:
(i) [*]; and/or (ii) [*] resulting from or alleged to result from any act or omission of Developer in the performance of Development and/or from any Defects in the Deliverables or Product(s). Developer shall maintain in force and on request give evidence of adequate insurance relative to its obligations under this Clause. Developer shall use counsel satisfactory to Nokia to defend against any claims, demands, suits, proceedings, damages, costs, expenses or liabilities mentioned above ("Claims" for the purposes of this Clause). . Nokia shall have the right to select its own counsel to participate in such defence at Nokia's own expense. Nokia shall on its behalf indemnify, defend and hold harmless Developer, its Affiliates and their respective officers, directors, employees and customers harmless from and against all damages, claims, demands, suits, proceedings, damages, costs, expenses and liabilities, including without limitation, reasonable legal fees incurred due to:
(i) [*]; and/or (ii) [*] resulting from or alleged to result from any act or omission of Nokia in the performance of this Agreement.
Additional Indemnification Obligations. If and to the extent Supplier reasonably believes that any development services requested by MetroPCS under a Service Addendum or Statement of Work might give rise to a Third Party claim of intellectual property rights infringement or misappropriation, then Supplier shall so notify MetroPCS promptly in writing prior to performing the services, and: (a) at MetroPCS’ request, the parties will work together to develop a solution that the parties agree is non-infringing; (b) MetroPCS may decide not to proceed with its development services request; or (c) if MetroPCS nonetheless elects to move forward with its development services request, then the parties may agree in the applicable Service Addendum or Statement of Work to intellectual property indemnification obligations that are in addition to those set forth in this Section 7.2. Long Distance MSA -19-
Additional Indemnification Obligations. In addition to your indemnification obligations set forth elsewhere in this Agreement, you agree to defend, indemnify, and hold harmless Network Solutions and each of its officers, directors, employees, agents, affiliates, co-branders or other partners, and employees of any of the foregoing, from, against, and in respect of: (i) any and all losses, damages or deficiencies resulting from any third party claim in connection with your website (including, but not limited to, website content) or the URL and (ii) all costs and expenses incident to any and all actions, suits, proceedings, claims, demands, assessments, or judgments in respect thereof regardless of the merit thereof, including reasonable legal fees and expenses (whether incident to the foregoing or to Network Solutions' enforcement of said rights or defense and indemnity).
Additional Indemnification Obligations. 13.2.1 The Company will indemnify each Holder, each of its officers, directors and partners, legal counsel, and accountants and each person controlling such Holder within the meaning of Section 15 of the Securities Act, with respect to which registration, qualification, or compliance has been effected pursuant to this Agreement, and each underwriter, if any, and each person who controls within the meaning of Section 15 of the Securities Act any underwriter, against all expenses, claims, losses, damages, and liabilities (or actions, proceedings, or settlements in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus, offering circular, or other document (including any related Registration Statement, notification, or the like) incident to any such registration, qualification, or compliance, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of the Securities Act or any rule or regulation thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification, or compliance, and will reimburse each such Holder, each of its officers, directors, partners, legal counsel, and accountants and each person controlling such Holder, each such underwriter, and each person who controls any such underwriter, for any legal and any other expenses reasonably incurred in connection with investigating and defending or settling any such claim, loss, damage, liability, or action; provided, that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability, or expense arises out of or is based on any untrue statement or omission based upon written information furnished to the Company by such Holder or underwriter and stated to be specifically for use therein. It is agreed that the indemnity agreement contained in this Section 13.2.1 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld).
13.2.2 Each Holder will, if Registrable Securities held by such Holder are included in the securities as to which such registration, qualification, or compliance is being effecte...
Additional Indemnification Obligations. 31 Section 10.5 DEFENSE OF CLAIMS..............................................................................31 ARTICLE XI. THE AGENT............................................................................................32
