Affiliate Indemnification. The Affiliate shall indemnify, defend, and hold harmless the University, its officers, employees, agents, representatives, or any person acting on its behalf and the Students from and against any and all claims, demands, suits, actions, causes of action, judgments, injunctions, orders, rulings, directives, penalties, assessments, liabilities, losses, damages, costs, and expenses (including, without limitation, reasonable attorneys’ fees, expert witness fees and costs, discovery and pretrial costs, and costs incurred in the investigation, prosecution, defense, and/or handling of any action) arising from any claimed injury to or death of persons, or damage to or destruction of property, resulting from or related to: (1) any act or omission of Affiliate or any of Affiliate’s officers, employees, contractors, consultants, agents, representatives, invitees, and any person acting for or on behalf of Affiliate (hereafter collectively the “Affiliate agents”), (2) any accident, fire, or other incident or casualty on or within the Affiliate Facilities and any areas adjacent thereto, and/or (3) any failure on the part of Affiliate or the Affiliate agents to observe or perform any of the terms and conditions herein or comply with any Applicable Laws. Under no circumstances, shall any Student or Program Director/faculty member be considered an agent, officer, or employee of the Affiliate. Furthermore, the Affiliate shall reimburse the University, its officers, employees, agents, or any person acting on its behalf, and the Students for all attorneys’ fees, costs, and expenses incurred in connection with the defense of any such claims. The Affiliate’s obligations under this section E.3 shall survive the expiration or earlier termination of this Agreement.
Affiliate Indemnification. You will, at your own cost and expense, indemnify, defend and hold harmless, Merchant and its parents, subsidiaries and company affiliates, and each of their respective directors, officers, employees, agents, successors and assigns against any claim, suit, action, judgment, liability, loss, cost, expenses and other damages (even if such claims are groundless, fraudulent or false), including reasonable attorney's fees, based upon or in connection with (i) any breach or alleged breach of your representations, warranties, covenants agreements, or obligations hereunder, (ii) your websites or related business, or any content, technology or other materials displayed or contained thereon, including but not limited to with respect to claims of misappropriation or infringement, (iii) your failure or alleged failure to comply with any applicable law, rule or regulation, (vi) claims for unsolicited email, spamming or violation of the CAN- SPAM Act of 2003, (vii) your misuse, unauthorized modification or unauthorized use of the services or materials provided by us or PepperJam hereunder, or (viii) any actual or alleged wrongful or negligent act or omission by you.
Affiliate Indemnification. The Affiliate shall indemnify, defend, and hold harmless the University, its officers, employees, agents, representatives, or any person acting on its behalf and the Students from and against any and all claims, demands, suits, actions, causes of action, judgments, injunctions, orders, rulings, directives, penalties, assessments, liabilities, losses, damages, costs, and expenses (including, without limitation, reasonable attorneys’ fees, expert witness fees and costs, discovery and pretrial costs, and costs incurred in the investigation, prosecution, defense, and/or handling of any action) arising from any claimed injury to or death of persons, or damage to or destruction of property, resulting from or related to: (1) any act or omission of Affiliate or any of Affiliate’s officers, employees, contractors, consultants, agents, representatives, invitees, and any person acting for or on behalf of Affiliate (hereafter collectively the “Affiliate agents”), (2) any accident, fire, or other incident or casualty on or within the Affiliate Facilities and any areas adjacent thereto, and/or (3) any failure on the part of Affiliate or the Affiliate agents to observe or perform any of the terms and conditions herein or comply with any Applicable Laws. Under no circumstances, shall any Program Participant be considered an agent, officer, or employee of the Affiliate. Furthermore, the Affiliate shall reimburse the University, its officers, employees, agents, or any person acting on its behalf, and the Students for all attorneys’ fees, costs, and expenses incurred in connection with the defense of any such claims. The Affiliate’s obligations under this section E.3 shall survive the expiration or earlier termination of this Agreement. Student insurance coverage. The School shall require that the Students be appropriately covered by professional liability insurance with limits of liability not less than $1,000,000.00 (One Million) per occurrence, $3,000,000.00 (Three Million) aggregate. If such insurance is written on a claims-made form, it shall continue for five (5) years following termination of this Agreement. In the event that a claims-made policy is canceled or non-renewed, then the Parties acknowledge that the purchase of extended reporting coverage, nose or prior acts coverage, or the establishment of a program of self-insurance or captive insurance or other equivalent vehicle providing the above limits shall satisfy this requirement for the remainder of the five (5...
Affiliate Indemnification. To the extent permitted by law, you agree to indemnify, defend and hold harmless, Dive The World, its related bodies corporate and associates, and each of their respective directors, officers, employees, agents, affiliates, successors and assigns against any claim, suit, action, judgment, demands, proceedings, liability, loss, cost, charge, expenses and other damages, including reasonable solicitor’s fees, arising directly or indirectly out of, or in connection with:
(a) any breach or alleged breach of your representations and warranties set out in this Agreement;
(b) the failure to comply with or perform your obligations under, or breach of this Agreement including, but not limited to, the failure to shut down the Hyperlink, Widget and Dive The World Content by the Affiliate on termination of this Agreement;
(c) the Affiliate website and any content, technology or other materials displayed or contained on the Affiliate website, including, but not limited to, any claim relating to or in connection with the infringement or violation (or the potential infringement or violation) of any intellectual property right of any third party relating to the use of the Dive The World Content by the Affiliate;
(d) your failure or alleged failure to comply with any applicable law or regulation including, but not limited to any breach of privacy obligations under clause 7;
(e) any negligent, or actual or alleged wrongful act or omission by you, your employees, officers, contractors or agents;
(f) any wilful, fraudulent, reckless or intended act or omission by you, your employees, officers, contractors or agents; and/or
(g) any breach of a term, obligation, right or entitlement under this Agreement.
Affiliate Indemnification. In addition to Section 14(b)(i), Affiliate shall defend, indemnify and hold harmless UCI and its Indemnified Parties from, against and with respect to any and all third-party Claims to the extent that such Claims arise from or relate to: (A) any material added to the UCI Programming (e.g., Local Availabilities) after delivery of the UCI Programming to Affiliate (or a Station); (B) any UCI Programming that has been changed in any way after delivery of the UCI Programming to Affiliate (or a Station); (C) all programming and other material broadcast on any one or more Stations (other than the UCI Programming); (D) any other act or failure to act by Affiliate, any Station, or any of their respective employees, agents or customers; or (E) public performance rights in music.
Affiliate Indemnification. Affiliate hereby indemnifies NABA and its current and former directors, officers, volunteers, employees and agents from any and all claims, liabilities and expenses, including without limitation reasonable attorneys fees, incurred by them as a result of: (i) Affiliate’s acts or omissions with respect to the Platform which acts or omissions breach this Agreement, and/or (ii) any content posted on the Affiliate Website (exclusive of content posted or provided by NABA).
Affiliate Indemnification. On the Closing Date, the 20 Administrative Agents shall have received a counterpart of the Affiliate Indemnification executed by the parties thereto.
Affiliate Indemnification. You will, at your own cost and expense, indemnify, defend and hold harmless, Merchant and its parents, subsidiaries and company affiliates, and each of their respective directors, officers, employees, agents, successors and assigns against any claim, suit, action, judgment, liability, loss, cost, expenses and other damages (even if such claims are groundless, fraudulent or false), including reasonable attorney’s fees, based upon or in connection with
Affiliate Indemnification. Affiliate shall defend and/or settle, and ------------------------- pay damages awarded pursuant to, any third party claim brought against XxXx.xxx, which would constitute a breach of any warranty, representation or covenant made by Affiliate under this Agreement or are related to Affiliate's breach of a material obligation under this Agreement; provided that XxXx.xxx promptly notifies Affiliate in writing of any such claim and promptly tenders the control of the defense and settlement of any such claim to Affiliate at Affiliate's expense and with Affiliate's choice of counsel. XxXx.xxx shall cooperate with Affiliate, at Affiliate's expense, in defending or settling such claim. Affiliate will not enter into any settlement or compromise of any such claim without XxXx.xxx's prior consent, which shall not be unreasonably withheld.
Affiliate Indemnification. Each Affiliate, by acceptance of the registration provisions provided herein, agrees to indemnify and hold harmless the Company, its officers and directors (and any Person who controls the Company within the meaning of Section 15 of the Act) against all claims, losses, damages, liabilities, actions and expenses resulting from any untrue statement or alleged untrue statement of a material fact furnished in writing to the Company by that Affiliate expressly for use in connection with the registration or qualification effected pursuant to this Agreement and used in accordance with such writing and from any omission therefrom or alleged omission therefrom of a material fact needed to be furnished in order to make the information that was furnished, in light of the circumstances, not misleading. Each Affiliate also agrees to reimburse each indemnified Person for any legal or other expenses reasonably incurred in connection with investigating or defending any such loss, claim, damage, liability, action or expense. Notwithstanding anything in the foregoing to the contrary, the aggregate amount for which each Affiliate may be liable pursuant to this Section 2.2(b) and Section 2.2(c) shall not exceed the net proceeds to such Affiliate resulting from the sale of such Affiliate's Registration Shares pursuant to the Registration Statement.
