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, the Distributor shall take no action relating to, and the Company may withhold its consent in its sole discretion to, the settlement of any matter which may affect the right to manufacture and sell the Product; provided that if the Company withholds its consent, then the Company agrees to share thereafter 50/50 in any subsequent expenses attributable to such claims made or settlement paid by the Distributor, 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 the Distributor.
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. 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. 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.
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. The Company shall indemnify, save and hold CDS harmless against and from any and all costs, expenses, losses, damages, claims and liabilities sustained or incurred by CDS, as a result of, or arising out of or by virtue of: (i) any taxes and assessments which are unpaid as of the Closing Date and which are not foreseeable as having arisen from the Company’s ordinary homebuilding activities; (ii) any Environmental Claims related to Hazardous Substances, including costs of cleanup, containment or other remediation or any other alleged violations of Environmental Laws, with respect to any of the Projects; and (iii) the matters set forth on Schedule 3.4.10.
Additional Indemnification Obligations. Buyer will use its best efforts to give prompt written notice of the institution of any third party claim against Buyer of which Buyer has actual knowledge; provided, however, that failure to promptly give any such notice shall not relieve OMNOVA from its liability hereunder unless such failure or delay results in irreversible prejudice to OMNOVA.
Additional Indemnification Obligations. Notwithstanding any provision in this Agreement or the Related Agreements to the contrary, CCRT and CAC hereby jointly and severally agree to indemnify and hold harmless Synovus, its Affiliates and each of their successors, assigns, officers, directors, employees and agents (collectively, the “Indemnified Accounts Owner Parties”), from and against any and all liabilities, losses, claims, damages, judgments, awards, interest, penalties, punitive damages, fines, amounts paid in settlement, costs and expenses of any kind, including attorneys and expert witness fees, court costs and other expenses of litigation (any such liability, loss, claim, damages, judgment, award, interest, penalty, punitive damages, fine, amount paid in settlement, cost or expense, a “Covered Loss”), arising directly or indirectly out of (i) any past, present or future failure or alleged failure of any of the Materials, procedures or matters referred to Section 4.02, heretofore or hereafter used in connection with the Program, or otherwise in connection with the activities pursuant to or contemplated by the Original Affinity Agreement, the Original Facilities Agreement, and this Agreement, to comply with any applicable Requirements of Law or Operating Rules, (excluding however, the Synovus Share which, to the extent hereinafter set forth, Synovus shall itself bear) or (ii) the violation of any Non-Program Prohibition.
