Company General Indemnification Sample Clauses

Company General Indemnification. Company will indemnify, defend and hold harmless Client, its Affiliates and their respective officers, directors, employees, agents from and against any Losses arising out of, or related to, any third party claim suit or action alleging injury or death to any individual or any loss or damage to real or tangible personal property, caused by the act or omission of Company or its officers, directors, employees or agents. The foregoing indemnification will not apply to the extent any such Losses arise out of, result from or in any way relate to any willful misconduct, gross negligence or noncompliance with applicable law by Client, its Affiliates or their respective officers, directors, employees or agents.
Sample 1Sample 2
AutoNDA by SimpleDocs
Company General Indemnification. Company will indemnify, defend and hold harmless Client, its Affiliates and their respective officers, directors, employees, agents from and against any Losses arising out of, or related to, any third party claim suit or action alleging injury or death to any individual or any loss or damage to real or tangible personal property, caused by the act or omission of Company or its officers, directors, employees or agents. The foregoing indemnification will not apply to the extent any such Losses arise out of, result from or in any way relate to any willful misconduct, gross negligence or noncompliance with applicable law by Client, its Affiliates or their respective officers, directors, employees or agents. Client General Indemnification. Client will indemnify, defend and hold harmless Company, its Affiliates and their respective officers, directors, employees and agents from and against any Losses arising out of, or relating to, a claim, demand, suit or action by a third party alleging: (a) Client Data, or any hardware, software, or materials supplied by Client, violates applicable law or a third party’s intellectual property rights; (b) Client’s use of the Licensed Products or Professional Services; or (c) injury or death to any individual or any loss or damage to real or tangible personal property, caused by the act or omission of Client or its officers, directors, employees or agents. The foregoing indemnification will not apply to the extent any such Losses arise out of, result from or in any way relate to any willful misconduct, gross negligence or noncompliance with applicable law by Company, its Affiliates or their respective officers, directors, employees or agents.
Sample 1Sample 2
Company General Indemnification. The Company agrees to indemnify, defend, and hold Webhelp, its holding companies, affiliates and successors and their respective officers, directors and employees harmless from and against any and all third party claims, actions, causes of action, demands, costs, liabilities, expenses, and damages (including reasonable attorneys' fees and expenses) arising out of or in connection with: (i) the Company's breach of any provision of this Agreement, including the representations and warranties set forth in Section 7 below; (ii) any reckless or willful act or omission of the Company or its employees and temporary employees, independent contractors or agents in connection with the services provided under this Agreement; or (iii) any obligation or liability to employ or assume the obligations to or liabilities of any Company employee that may arise as a result of the transfer or termination of such Company employees (regular or temporary) or any act or omission of the Company relating to such transfer or termination.
Sample 1
Company General Indemnification. Except to the extent that any suits, claims, liabilities, costs, damages, judgments or other expenses (“Claims”) arise out of or result from the negligence or wilful misconduct of Distributor, Distributor’s breach of this Agreement, acts or omissions of Sales Agents or Sub-distributors, or as otherwise provided in this Agreement with respect to infringement claims, Company shall defend, indemnify and hold Distributor and any of its respective Affiliates and Sub-distributors, and all of their respective officers, directors, employees, agents and representatives harmless from and against all liabilities, damages, losses, costs and expenses (including the reasonable fees of attorneys and other professionals) (“Losses”) incurred in connection with any Claim made by a Third Party against Distributor, and any of their respective Affiliates, Sub-distributors, and all of their officers, directors, employees, agents or representatives, arising out of or attributable to:
Sample 1
Company General Indemnification. Company agrees to indemnify, ------------------------------- defend, and hold MS harmless from and against any and all claims, actions, demands, and costs, including reasonable attorneys' fees and expenses arising out of or in connection with any negligent or willful act or omission of Company or its employees, independent contractors and agents in connection with the Services Confidential material omitted and filed separately with the Securities and Exchange Commission. Asterisks denote such omissions. provided under this Agreement ("Claims"). Acts for which Company shall indemnify MS include, but shall not be limited to, representations or obligations undertaken on behalf of MS concerning the Product(s) and/or any other Microsoft Corporation products made to customers which exceed the scope of the warranties or end user licenses which accompany the Product(s) and/or other Microsoft Corporation products. MS shall have the right to assume the defense of any claim indemnified hereunder. Should MS exercise this right to defend any indemnified claim, Company shall have no liability for such claim and MS shall agree to fully indemnify Company from and against any liability or damage that may ultimately be assessed against Company in connection with such proceeding, regardless of any comparative negligence or liability on the part of Company. Company agrees to cooperate fully with MS and MS's counsel in any matter where MS elects to defend, provided MS shall promptly reimburse Company for reasonable costs and expenses incurred by same in connection with its duty to cooperate. In addition to the foregoing option to defend, MS shall have the right to participate in the defense of any claim being defended by Company pursuant to its obligation hereunder, at MS's own cost and expense. Company shall pay any and all expenses and other reasonable costs incurred by MS arising in connection with its obligations under this Section 5(a) promptly upon demand.
Sample 1

Related to Company General Indemnification

  • General Indemnification Supplier agrees to protect, defend, indemnify and save DXC harmless from all sums, costs and expenses as a result of any and all loss, expense, damage, liability, claims, demands, either at law or in equity, resulting from any personal injury or death, or damages to property resulting directly or indirectly from the performance of Supplier hereunder.

  • Survival Indemnification All representations, warranties and covenants contained in this Agreement and the indemnification contained herein shall survive (a) the acceptance of this Agreement by the Company, (b) changes in the transactions, documents and instruments described herein which are not material or which are to the benefit of Subscriber, and (c) the death or disability of Subscriber. Subscriber acknowledges the meaning and legal consequences of the representations, warranties and covenants in Article II hereof and that the Company has relied upon such representations, warranties and covenants in determining Subscriber's qualification and suitability to purchase the Securities. Subscriber hereby agrees to indemnify, defend and hold harmless the Company, its officers, directors, employees, agents and controlling persons, from and against any and all losses, claims, damages, liabilities, expenses (including attorneys' fees and disbursements), judgments or amounts paid in settlement of actions arising out of or resulting from the untruth of any representation of Subscriber herein or the breach of any warranty or covenant herein by Subscriber. Notwithstanding the foregoing, however, no representation, warranty, covenant or acknowledgment made herein by Subscriber shall in any manner be deemed to constitute a waiver of any rights granted to it under the Securities Act or state securities laws.

  • General Indemnification Provisions (a) For the purposes of this Section, the term “Indemnitee” shall refer to the Person or Persons indemnified, or entitled, or claiming to be entitled, to be indemnified, pursuant to the provisions of this Article IX as the case may be; and the term “

  • Mutual Indemnification Each Party shall defend indemnify and hold harmless the other Party, including Affiliates and each of their respective officers, directors, shareholders, employees, representatives, agents, successors and assigns from and against all Claims of Third Parties, and all associated Losses, to the extent arising out of (a) a Party’s gross negligence or willful misconduct in performing any of its obligations under this Agreement, or (b) a material breach by a Party of any of its representations, warranties, covenants or agreements under this Agreement.

  • General Indemnity Provisions No indemnifying party shall be liable under its indemnity agreement contained in Section 4.3 or 4.4 hereof with respect to any claim made against such indemnifying party unless the indemnified party shall have notified the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon the indemnified party (or after the indemnified party shall have received notice of such service on any designated agent), but failure to notify the indemnifying party of any such claim shall not relieve it from any liability which it may otherwise have to the indemnified party. The indemnifying party will be entitled to participate at its own expense in the defense or, if it so elects, to assume the defense of any suit brought to enforce any such liability, and if the indemnifying party elects to assume the defense, such defense shall be conducted by counsel chosen by it and reasonably satisfactory to the indemnified party. In the event the indemnifying party elects to assume the defense of any such suit and retain such counsel, the indemnified party shall bear the fees and expenses of any additional counsel retained by the indemnified party.

  • Xxxxx Indemnification Xxxxx agrees to indemnify and hold harmless the Company and its directors and each officer of the Company that signed the Registration Statement, and each person, if any, who (i) controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act or (ii) is controlled by or is under common control with the Company against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a), as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendments thereto) or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Agent’s Information.

  • MLV Indemnification MLV agrees to indemnify and hold harmless the Company and its directors and each officer of the Company who signed the Registration Statement, and each person, if any, who (i) controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act or (ii) is controlled by or is under common control with the Company against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 11(a), as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendments thereto) or in any related Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with information relating to MLV and furnished to the Company in writing by MLV expressly for use therein.

  • Additional Indemnification (a) Notwithstanding any limitation in Sections 2, 3 or 4, the Company shall indemnify Indemnitee to the fullest extent permitted by applicable law if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee or on his or her behalf in connection with the Proceeding or any claim, issue or matter therein.

  • Company Indemnification The Company agrees to indemnify and hold harmless the Agent, its partners, members, directors, officers, employees and agents and each person, if any, who controls the Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act as follows:

  • Company's Indemnification In the event of any registration under the Act of any Warrant Shares pursuant to this Article 3, the Company hereby agrees to indemnify and hold harmless each Warrantholder disposing of such Warrant Shares and each other person, if any, who controls such Warrantholder within the meaning of Section 15 of the Act and each other person (including underwriters) who participates in the offering of such Warrant Shares against any losses, claims, damages or liabilities, joint or several, to which such Warrantholder or controlling person or participating person may become subject under the Act or otherwise, in so far as such losses, claims, damages or liabilities (or proceedings in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained, on the effective date thereof, in any registration statement under which such Warrant Shares were registered under the Act, in any preliminary prospectus or final prospectus contained therein, or in any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse such Warrantholder and each such controlling person or participating person for any legal or any other expenses incurred by such Warrantholder or such controlling person or participating person in connection with investigating or defending any such loss, claim, damage, liability or proceeding; PROVIDED, HOWEVER, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon: (a) an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, said preliminary or final prospectus or said amendment or supplement in reliance upon and in conformity with written information furnished to the Company by such Warrantholder or such controlling or participating person, as the case may be, specifically for use in the preparation thereof; or (b) an untrue statement or alleged untrue statement, omission or alleged omission in a prospectus if such untrue statement or alleged untrue statement, omission or alleged omission is corrected in an amendment or supplement to the prospectus which amendment or supplement is delivered to such Warrantholder and such Warrantholder thereafter fails to deliver such prospectus as so amended or supplemented prior to or concurrently with the sale of Warrant Shares to the person asserting such loss, claim, damage, liability or expense.

Time is Money Join Law Insider Premium to draft better contracts faster.