Client Indemnity. In this Contract, the Coach agrees to indemnify the Client (and its affiliates and their directors, officers, employees, and agents) from and against all liabilities, losses, damages, and expenses (including reasonable attorneys' fees) related to a third-party claim or proceeding arising out of: (i) the work the Coach has done under this Contract; (ii) a breach by the Coach of its obligations under this Contract; or (iii) a breach by the Coach of the promises it is making in Section 3 (Representations).
Client Indemnity. The Company shall be responsible for any and all Losses incurred by Client Indemnified Persons and Preferred Indemnified Persons (each as defined below) as a result of, and shall defend, indemnify, and hold Client Indemnified Persons and Preferred Indemnified Persons harmless from and against, any and all third-party Claims to the extent arising from the Company’s gross negligence or intentional unlawful conduct in the performance of the Services.
Client Indemnity. Client shall indemnify, defend, and hold harmless Xxxxxx Beaumont and its representatives, successors and permitted assigns from and against any and all claims made or threatened by any third party and all related Damages, to the extent such Damages arise out of or relate to the following: (a) any negligent act or omission by Client, or its representatives in the performance of Client’s obligations under this Agreement; (b) any material breach in a representation, covenant or obligation of Client contained in this Agreement; or (c) any claims that the Client Content or Client Marks or the use, reproduction or modification of the Client Content or Client Marks as permitted by this Agreement, has violated, misappropriated or infringed the Intellectual Property Rights of any third party.
Client Indemnity. The Client will indemnify, defend and hold Formidium, its affiliates, and their directors, officers, employees, service providers, licensors, and agents (the “Formidium Parties”) harmless, at the Client’s expense, against any third-party claim, suit, action, or proceeding (each, an "Action") brought against the Formidium Parties by a third-party to the extent that such Action is based upon or arises out of:
(a) unauthorized or illegal use of the Formidium Systems by the Client or its affiliates or any User,
(b) the Client or its affiliates' noncompliance with or breach of this Agreement,
(c) the Client or its affiliates' use of third-party products, or
(d) the unauthorized use of the Formidium Systems by any other person using the Client or User information.
Client Indemnity. In this Contract, the Contractor agrees to indemnify the Client (and its affiliates and its and their directors, officers, employees, and agents) from and against all liabilities, losses, damages, and expenses (including reasonable attorneys’ fees) related to a third-party claim or proceeding arising out of: (i) the work the Contractor has done under this Contract; (ii) a breach by the Contractor of its obligations under this Contract; or (iii) a breach by the Contractor of the promises it is making in Section 5 (Representations).
Client Indemnity. Client shall defend, indemnify and hold harmless Brightree, its subsidiaries, affiliates, officers, directors, agents, employees and assigns, from and against any and all Losses suffered or incurred by them in connection with a third party claim arising out of (i) a breach by Client of this Agreement, (ii) Client’s use of the Licensed Software or Application Services or (iii) Client’s failure to comply with laws, rules, regulations or professional standards.
Client Indemnity. (a) Client agrees to defend and indemnify Patheon, its officers, employees, and agents against all losses, damages, costs, claims, demands, judgments and liability to, from and in favor of third parties (other than Affiliates) resulting from, or relating to any claim of (i) infringement or alleged infringement of any Third Party Rights in the Products, or any portion thereof, (ii) personal injury or property damage to the extent that the injury or damage is the result of a breach of this Agreement or any Product Agreement by Client, including, without limitation, any representation or warranty contained herein, (ii) product liability resulting in personal injury or property damage arising out of the Products that are labelled and manufactured in accordance with the Specifications and in compliance with applicable cGMPs and Applicable Laws or (iii) Client’s negligence, gross negligence or willful misconduct, each except to the extent that the losses, damages, costs, claims, demands, judgments, and liability are due to the negligence, gross negligence or wrongful act(s) of Patheon, its officers, employees, or agents.
(b) If a claim occurs, Patheon will: (a) promptly notify Client of the claim; (b) use commercially reasonable efforts to mitigate the effects of the claim; (c) reasonably cooperate with Client in the defense of the claim; and (d) permit Client to control the defense and settlement of the claim, all at Client’s cost and expense.
Client Indemnity. Client shall indemnify and hold SPC harmless against any and all liabilities, losses, damages, judgments, claims, causes of action, and costs (including attorneys fees and disbursements) which SPC may hereafter incur, suffer, or be required to pay, defend, settle, or satisfy as a result of third party claims against SPC based on or arising out of the discharge of its responsibilities hereunder
Client Indemnity. Client shall defend, indemnify, and hold WellSky and its officers, directors, and employees harmless from and against any Third-Party Claim and associated costs and expenses (including reasonable attorneys’ fees) to the extent arising out of or resulting from Client’s use of the Licensed Software, Test Scripts, and Cloud Services, or any claim by any party receiving services from Client in connection with the Licensed Software or Cloud Services.
Client Indemnity. Subject to Sections 6.3 and 7, Client will defend ADP against any third party claims and will indemnify and hold ADP harmless from any resulting damage awards or settlement amounts in any cause of action to the extent such cause of action is based on the occurrence of a Client Infringement Event or ADP’s use of Client Content as contemplated by this Agreement.
