Claim Indemnity Clause Samples
The Claim Indemnity clause establishes a party's obligation to compensate another party for losses, damages, or liabilities arising from specific claims, typically those brought by third parties. In practice, this clause outlines the circumstances under which indemnification is triggered, such as breaches of contract, negligence, or infringement of rights, and may detail the process for making and handling indemnity claims. Its core function is to allocate risk between the parties, ensuring that one party is protected from certain financial consequences resulting from the actions or omissions of the other.
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Claim Indemnity. Trend Micro (at its cost) will defend ONLY Company from each IP Claim and indemnify Company from the resulting costs and damages with respect to each such IP Claim finally awarded against Company ONLY that are specifically attributable to such IP Claim or those amounts agreed to by Trend Micro in a monetary settlement of such IP Claim, subject always to the conditions, qualifications and limitations in this Section 13. No settlement of any IP Claim will be made by Company (and Trend Micro will have no responsibility or obligation hereunder or otherwise therefor) without Trend Micro’s express written consent, which may be withheld at its sole and absolute discretion. The obligation of Trend Micro under this Section 13 for any IP Claim is subject to and conditioned on Company giving Trend Micro: (a) prompt written notice of any IP Claim (but in any event notice in sufficient time for Trend Micro to respond without prejudice to its position), provided that a failure to provide notice shall only relieve Trend Micro of its indemnity obligation to the extent Trend Micro was prejudiced by such failure; (b) sole and complete control and authority over the defense, negotiations, and settlement of such IP Claim; and (c) reasonable requested information, cooperation and assistance, at Trend Micro’s expense, with regard to the defense, negotiations, or settlement of such IP Claim. Without Company’s consent, Trend Micro will not settle with respect to Company, any IP Claim to the extent such settlement requires that Company admit any liability on the part of Company with respect to such IP Claim or pay any money therefor. Company may participate in the defense of any IP Claim at its cost with counsel of its selection.
Claim Indemnity. TXOne Networks (at its cost) will defend ONLY Company from each IP Claim and indemnify Company from the resulting costs and damages with respect to each such IP Claim finally awarded against Company ONLY that are specifically attributable to such IP Claim or those amounts agreed to by TXOne Networks in a monetary settlement of such IP Claim, subject always to the conditions, qualifications and limitations in this Section 11. No settlement of any IP Claim will be made by Company (and TXOne Networks will have no responsibility or obligation hereunder or otherwise therefor) without TXOne Networks’ express written consent, which may be withheld at its sole and absolute discretion. The obligation of TXOne Networks under this Section 11 for any IP Claim is subject to and conditioned on Company giving TXOne Networks: (a) prompt written notice of any IP Claim (but in any event notice in sufficient time for TXOne Networks to respond without prejudice to its position), provided that a failure to provide notice shall only relieve TXOne Networks of its indemnity obligation to the extent TXOne Networks was prejudiced by such failure; (b) sole and complete control and authority over the defense, negotiations, and settlement of such IP Claim; and (c) reasonable requested information, cooperation and assistance, at TXOne Networks’ expense, with regard to the defense, negotiations, or settlement of such IP Claim. Without Company’s consent, TXOne Networks will not settle with respect to Company, any IP Claim to the extent such settlement requires that Company admit any liability on the part of Company with respect to such IP Claim or pay any money therefor. Company may participate in the defense of any IP Claim at its cost with counsel of its selection.
Claim Indemnity. Customer shall indemnify, defend and hold harmless OL, its parent company, subsidiaries, affiliates, directors, officers, agents, employees, representatives, and as necessary, other Customers, from and against any liability, loss, damage, cost, expense, claim, suit or demand, including, without limitation, attorneys’ fees and other legal costs, resulting from, arising out of or connected, directly or indirectly, with any claim of breach of warranty or by a breach by Customer of any of these Terms and Conditions, including, but not limited to, all claims, allegations, and demands whatsoever challenging the validity of Seller’s title or title documents.