Affiliate Indemnity Sample Clauses

Affiliate Indemnity. The Affiliate indemnifies the Company from and against any claim, proceeding, damage, loss, liability, cost and expense (including legal costs on a solicitor and own client basis) suffered or incurred by the Company resulting from: a infringement of the Company’s Intellectual Property Rights by the Affiliate, including any misuse of the Brands; and b any warranty given or representation made by the Affiliate to a Customer or prospective Customer in breach of clause 11.1a.
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Affiliate Indemnity. Affiliate agrees to indemnify, defend and hold XXXXXXXXX.XX, its agents, directors, officers, and employees (collectively, "Indemnified Persons") harmless from and against any and all liabilities, obligations, claims, damages, fines, penalties, interest, taxes, causes of action, costs and expenses, including, without limitation, damage awards, settlement amounts, reasonable fees and disbursements of counsel (collectively, "Claims"), imposed upon or asserted against or incurred by any Indemnified Person(s), arising out of, related to or in connection with Affiliate’s breach of any term of this Agreement. Affiliate agrees not to settle any claim against any Indemnified Person(s) without XXXXXXXXX.XX’ prior written consent. Affiliate will not use the Services to generate leads from countries, entities, or individuals subject to International trade sanctions or other international export control laws.
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Affiliate Indemnity. Affiliate agrees to indemnify, hold harmless and defend II, its subsidiaries, affiliates and their respective officers, directors and employees from and against all claims, losses, defense costs (including reasonable attorneys' fees), judgments and other expenses related to or arising out of: (a) the breach or alleged breach of its representations, warranties and covenants; (b) any product liability with respect to any Title; (c) the alleged infringement or violation of any trademark, copyright, trade secret, patent or other proprietary
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Affiliate Indemnity. Affiliate hereby agrees to indemnify, defend, and hold harmless Vendor and its officers, directors, shareholders, employees, and consultants (collectively, the “Vendor Indemnified Parties”) from any and all liability, loss, damages, costs, and fees (including, without limitation, attorneys’ fees) that may be incurred by Vendor Indemnified Parties as a result of any claim arising from or related to (i) Affiliate’s breach of any of its representations, warranties, or covenants set forth in this Agreement;
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Related to Affiliate Indemnity

  • Insurance Indemnity 16.1 The NZOC will arrange travel and public liability insurance for all members of the Team, a summary of which will be provided to you by the NZOC as soon as practicable.

  • Company Indemnity The Company will indemnify and hold harmless each Holder, each of its officers, directors, agents and partners, and each person controlling each of the foregoing, within the meaning of Section 15 of the Securities Act and the rules and regulations thereunder 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 and the rules and regulations thereunder, any underwriter, against all claims, losses, damages and liabilities (or actions 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 in light of the circumstances under which they were made, or any violation by the Company of the Securities Act or any state securities law or in either case, 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 Holder, each of its officers, directors, agents and partners, and each person controlling each of the foregoing, 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 any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to a Holder to the extent that any such claim, loss, damage, liability or expense arises out of or is based (i) on any untrue statement or omission based upon written information furnished to the Company by a Holder or the underwriter (if any) therefore, (ii) the failure of a Holder to deliver at or prior to the written confirmation of sale, the most recent prospectus, as amended or supplemented or (iii) the failure of a Holder otherwise to comply with this Agreement. The indemnity agreement contained in this Section 5.6(a) 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 will not be unreasonably withheld).

  • Insurance Indemnification A. The School agrees to provide the following proof of insurance:

  • Tax Indemnification (a) Subject to Section 13.3, from and after the Closing Date, ASC (for purposes of this Article XI only, the “Tax Indemnifying Party”), shall be responsible for, shall pay or cause to be paid, and shall indemnify, defend and hold harmless the Buyer and the Companies and reimburse the Buyer and the Companies for the following Taxes, to the extent that such Taxes have not been paid as of the Closing Date and are not reflected in the determination of Working Capital: (i) all Taxes imposed on the Companies or the Buyer as a result of the operations of the Companies with respect to any taxable year or period ending on or before the Closing Date; (ii) with respect to taxable years or periods beginning before the Closing Date and ending after the Closing Date, all Taxes imposed on the Companies or the Buyer as a result of the operations of the Companies, which Taxes are allocable to the portion of such taxable year or period ending on the Closing Date (an “Interim Period”) (Interim Periods and any taxable years or periods that end on or prior to the Closing Date being referred to collectively hereinafter as “Pre-Closing Periods”); (iii) Taxes of any member of any affiliated group of corporations (as defined in Section 1504 of the Code) with which the Companies or any of their respective Subsidiaries files or has filed a Tax Return on a consolidated, combined, affiliated, unitary or similar basis for a taxable year or period beginning before the Closing Date; (iv) Taxes or other costs of the Buyer Indemnitees payable as a result of any inaccuracy in or breach of any representation or warranty made in Section 3.17 of this Agreement or any breach of any covenant contained in this Article XI, without duplication; and (v) any Taxes or other payments required to be made after the Closing Date by the Companies or any of their respective Subsidiaries to any Person under any Tax sharing, indemnity or allocation agreement or other arrangement in effect prior to the Closing (whether or not written) with respect to a Pre-Closing Period.

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