By FDMS Sample Clauses

By FDMS. FDMS hereby represents and warrants that:
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By FDMS. FDMS shall indemnify CSI, its affiliates, directors, officers and employees (the "CSI Group") for any Loss as a result of a claim by a third party (i) that FDMS, its Affiliates, the Channels, or their agents has breached the Program Privacy Policy; (ii) related to the FDMS Property; (iii) arising out of any products and services provided by FDMS, its Affiliates, the Channels, or their agents; and (iv) arising out of a breach of this Agreement by FDMS or its agents. FDMS' obligation to indemnify the CSI Group pursuant to this Section shall not apply to the extent such claim is due to the breach of this Agreement by a member of the CSI Group or its agents or the gross negligence or willful misconduct of any member of the CSI Group, CSI or its agents. In addition to the foregoing, FDMS shall indemnify the CSI Group for any Loss arising out of the use or disclosure of the CSI Member Information in any manner not permitted under this Agreement by any member of the FDMS Group (as defined in subsection 29a above) or its agents, wherein the information in issue was obtained by the party who wrongfully used or disclosed it, pursuant to, or as a result of, this Agreement.
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By FDMS. FDMS shall indemnify the CSI Group for any Loss that may result by reason of any infringement or claim of infringement of any copyright, patent, trademark, trade secret or other proprietary right of any third party related to the FDMS Property, and all software, services and systems provided by FDMS, its Affiliates, the Channels, and their agents in connection with any Joint Program hereunder.
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By FDMS. As between FDMS and the Company, FDMS shall own the FDMS Software, the Mall Site, the FDMS Security Mark Xxxtware, the hardware and related materials identified in Section 3.7.1, "Stuff" websites of Affiliates and the Gateway.
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By FDMS. As between FDMS and the Company, FDMS shall own the ------- FDMS Gateway Enhancements, the FDMS Marks, the FDMS Software, the FDMS Security Xxxx Software, the hardware and related materials identified in Section 3.7.1, private label branded versions of "Stuff" websites of ------------- Affiliates and Third-Party Resellers, and the following underlined URL: xxxx://xxx.xxxxxxxxxxxxx.xxx or any other URL used by FDMS to replace or ---------------------------- add to the foregoing.
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By FDMS. FDMS shall indemnify, defend and hold the Company, its ------- Affiliates and their respective directors, officers, employees and agents (collectively, the "Company Indemnified Persons") harmless from and against and in respect of any and all Losses that any of the Company Indemnified Persons shall incur or suffer, which arise, result from, or relate to any Infringement Claim asserted by any third Person against any of the Company Indemnified Persons relating to the FDMS Software.
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Related to By FDMS

  • By Client Client agrees to indemnify, defend and hold Agency, its officers, directors, employees, agents, attorneys, subsidiaries, affiliated companies, parent companies, representatives, and successors and assigns, harmless from and against all Losses to the extent such Losses arise out of or are primarily related to (i) the negligent or wrongful acts, errors, or omissions of Client or its employees, agents affiliates, assigns or any creditor or prior account holder, or the employees or agents of any of them, in connection with this Agreement, including but not limited to errors or omissions in connection with information furnished by Client to Agency concerning a Referred Account, or (ii) any collection effort by Client or any other collection agency as to a Referred Account.

  • No Improper Use of Materials During his or her employment with the Company, Employee will not improperly use or disclose any Confidential Information or trade secrets, if any, of any former employer or any other person to whom Employee has an obligation of confidentiality, and Employee will not bring onto the premises of the Company any unpublished documents or any property belonging to any former employer or any other person to whom Employee has an obligation of confidentiality unless consented to in writing by that former employer or person.

  • By Licensor Licensor represents and warrants that:

  • By Consultant (i) If the Company breaches this Agreement or fails to make any payments or provide information required hereunder; or,

  • Marking of Licensed Products To the extent commercially feasible and consistent with prevailing business practices, Company shall xxxx, and shall cause its Affiliates and Sublicensees to xxxx, all Licensed Products that are manufactured or sold under this Agreement with the number of each issued patent under the Patent Rights that applies to such Licensed Product.

  • By Licensee Licensee shall defend, indemnify, and hold harmless Licensor, the REGENXBIO Licensors, and their respective shareholders, members, officers, trustees, faculty, students, contractors, agents, and employees (individually, a “Licensor Indemnified Party” and, collectively, the “Licensor Indemnified Parties”) from and against any and all Third Party liability, loss, damage, action, claim, fee, cost, or expense (including attorneys’ fees) (individually, a “Third Party Liability” and, collectively, the “Third Party Liabilities”) suffered or incurred by the Licensor Indemnified Parties from claims of such Third Parties that result from or arise out of: [*]; provided, however, that Licensee shall not be liable for claims to the extent based on any breach by Licensor of the representations, warranties, or obligations of this Agreement or the gross negligence or intentional misconduct of any of the Licensor Indemnified Parties. Without limiting the foregoing, Licensee must defend, indemnify, and hold harmless the Licensor Indemnified Parties from and against any Third Party Liabilities resulting from:

  • Licensed Software Section 3.17(f).......................................27

  • Product Warranty Each product manufactured, sold, leased, or delivered by the Company has been in conformity with all applicable contractual commitments and all express and implied warranties, and the Company has no Liability (and there is no basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against any of them giving rise to any Liability) for replacement or repair thereof or other damages in connection therewith, subject only to the reserve for product warranty claims set forth on the face of the balance sheet included in the Interim Financial Statements (rather than in any notes thereto) as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of the Company. No product manufactured, sold, leased, or delivered by the Company is subject to any guaranty, warranty, or other indemnity beyond the applicable standard terms and conditions of sale or lease. Section 4.22 of the Disclosure Schedule includes copies of the standard terms and conditions of sale or lease for the Company (containing applicable guaranty, warranty, and indemnity provisions).

  • Software Warranty NETGEAR warrants to the end-user that each item of Software, as delivered or updated by NETGEAR and properly installed and operated on the Hardware or other equipment it is originally licensed for, will function substantially as described in its then-current user documentation during its respective warranty period. If any item of Software fails to so perform during its warranty period, as the sole remedy NETGEAR or NETGEAR's supplier will at its discretion provide a suitable fix, patch or workaround for the problem which may be included in a future revision of the Software. For specific Software which is distributed by NETGEAR as a licensee of third parties, additional warranty terms offered by such third parties to end-users may apply.

  • Testing-the-Waters Materials If at any time following the distribution of any Written Testing-the-Waters Communication there occurred or occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Company will promptly notify the Representatives and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission.

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