Compliance Indemnification. Customer shall indemnify, defend and hold harmless Heraeus, its affiliates and their respective officers, directors, employees and agents from and against any claims, losses, damages, liability and costs arising out of any claim, suit or action alleging Customer’s conduct which is in breach of the covenants under this Section 6.
Compliance Indemnification. Without limiting their obligations under Section 12.1, each Party shall indemnify and hold harmless the other Party, its Affiliates, and each of their respective directors, officers, employees, agents, successors, and assigns from and against all Losses incurred in connection with any Third-Party Claims which arise out of, relate to, or result from any alleged or actual failure to comply with any applicable law, executive order, governmental rule or regulation by the indemnifying Party or its employees, agents, or subcontractors.
Compliance Indemnification. 9 ARTICLE VIII. INFRINGEMENT..................................................... 10 ARTICLE IX. CONFIDENTIALITY.................................................. 10 ARTICLE X.
Compliance Indemnification. 7.1 NYBC shall not be liable to LICENSEE, its AFFILIATES, or any third party for any injury, illness, disease, allergy, allergic reaction, side effect, death, or other adverse experience arising out of, or in connection with, or as a consequence of research, manufacture, testing, advertising, sale, distribution, or other use of PRODUCT.
7.2 LICENSEE shall conduct all of its operations relating to PRODUCT in accordance with all applicable laws, regulations, requirements, and other standards, which may be in effect from time-to-time, of all pertinent governmental authorities, including, without limitation, standards for the validation and processing of PRODUCT.
7.3 LICENSEE agrees to exercise a reasonable standard of care in conducting its activities relating to PRODUCT, including the testing, manufacture, packaging, marketing, advertising, distribution and sale of PRODUCT.
7.4 LICENSEE agrees to indemnify, defend and hold harmless NYBC, its directors, officers, employees and agents from and against any and all loss, damage, demands, claims, actions and causes of action, assessments, liabilities, costs and expenses which they may incur because of injury to or death of any person or any other claim arising out of, or in connection with, or as a consequence of, LICENSEE's manufacture, sale, or use of PRODUCT.
Compliance Indemnification. Seller shall indemnify and defend Heraeus, its affiliates and their respective officers, directors, employees and agents from and against any claims, losses, damages, liability and costs arising out of any claim, suit or action alleging conduct by Seller in breach of the covenants under this Section 17.
Compliance Indemnification. Neither Sublandlord nor Subtenant shall create any condition which would constitute a default under the Master Lease or which would cause the Master Lease to be terminated or forfeited because of any right of termination or forfeiture reserved or vested in the Master Landlord, and Sublandlord and Subtenant each will indemnify and hold the other harmless from and against all claims of any kind by reason of any breach or default on the part of or by the indemnifying party or any of its officers, managers, agents, employees, contractors, invitees or licensees, by reason of which the Master Lease may be terminated or forfeited. Sublandlord shall timely perform its covenants and obligations under the Master Lease, other than those that are Subtenant's responsibility hereunder. Subtenant represents that it has read and is familiar with the terms of the Master Lease. Sublandlord further covenants not to amend or modify the Master Lease in any way which would materially adversely affect Subtenant's rights without the prior written consent of Subtenant, such consent not to be unreasonably withheld, conditioned or delayed. Sublandlord shall promptly furnish to Subtenant a copy of any notice relating to or affecting the Sublease Premises or this Sublease that is delivered to Sublandlord by Master Landlord.
Compliance Indemnification. Subtenant hereby assumes all of Sublandlord’s obligations under the Prime Lease with respect to the Subleased Premises and covenants and agrees that Subtenant shall comply with the terms and provisions of the Prime Lease with respect to the Subleased Premises and shall neither do nor permit anything to be done which would constitute a default or a breach under the Prime Lease or otherwise cause the Prime Lease to be terminated or forfeited by reason of any right reserved to or vested in Lessor under the Prime Lease. Subtenant shall indemnify, defend and hold Sublandlord harmless from and against all costs, claims, damages or expenses of any kind whatsoever (including but not limited to attorneys’ fees and related legal expenses) resulting from any breach or default by Subtenant of Subtenant’s obligations hereunder, including, without limitation, those which may result in the termination or forfeiture of the Prime Lease, or otherwise resulting from Subtenant’s use, occupancy or operation of the Subleased Premises or occasioned wholly or in part by any act or omission of Subtenant, and Subtenant’s agents, contractors or employees.
Compliance Indemnification. The Developer indemnifies the Client against any claims or legal actions arising from the failure of the website and APIs to comply with the specifications outlined in Exhibit A and B or any applicable laws or regulations.
Compliance Indemnification. The Company hereby represents and warrants to Brit that it has complied and will comply with all applicable United States federal and state securities laws and other laws, rules and orders applicable to its acquisition of the Shares. The Company undertakes and agrees to fully indemnify and hold harmless Brit and its affiliates, officers, agents and employees from and against any losses, expenses, claims, damages or liabilities suffered by any of them related to or arising directly or indirectly out of or in connection with the Company’s acquisition of the Shares.
Compliance Indemnification. Farmee shall comply with all applicable laws, orders, rules and regulations affecting operations hereunder and shall comply fully with all express and implied lease covenants. In the drilling of the Earning Wells or Option Wells and otherwxxx complying wxxx xhe terms and provisions of this Agreement, Farmee is acting independently of Farmor and not as a partner in any capacity, mining or otherwise. Farmor shall have no responsibility whatsoever in connection with the drilling of any said well and it shall be drilled at Farmee's sole cost, risk and expense. At all times Farmee shall keep any well drilled pursuant to this Agreement and Farmor's interest in the Farmout Lands free and clear of all liens and encumbrances of whatsoever kind and character, including but not limited to liens for labor performed and material furnished to such wells. Farmee further agrees to inxxxxxfy and hold Farmor harmless from any and all debts, claims, damages and liabilities of any nature incurred in connection with Farmee's performance, as applicable, under this Agreement.
