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CPE Indemnity Sample Clauses

CPE Indemnity. Verizon is not the manufacturer of the CPE or the owner of any third party Software provided for use with the CPE, which CPE and/or Software are provided hereunder pursuant to the standard terms and conditions of the respective third party manufacturer of the CPE or licensor and/or owner(s) of the Software. Except for such manufacturers’, licensors’, or owners’ indemnities applicable to the CPE and/or Software that Verizon is authorized to pass through for the benefit of Customer, which such indemnities Verizon hereby agrees to pass through to Customer, the CPE and/or Software is provided to Customer on an AS IS basis, without any express or implied warranties of any type, and without any obligation to defend or indemnify for any infringement.
CPE Indemnity. Verizon is not the manufacturer of the CPE or the owner of any third party software provided for use with the CPE, which CPE and software comprising the System (as defined in the Service Attachment) are provided hereunder pursuant to the standard terms and conditions of the respective third party manufacturer and/or owner(s) thereof. Except for such manufacturers’ and owners’ indemnities applicable to the CPE and/or software that Verizon is authorized to pass through for the benefit of Customer, which such indemnities Verizon hereby agrees to pass through to Customer, the CPE including software used therewith is provided to Customer on an AS IS basis, without any express or implied warranties of any type, and without any obligation to defend or indemnify for any infringement.
CPE Indemnity. 26.6 Delivery. 27. Acknowledgment.

Related to CPE Indemnity

  • Company Indemnity The Company will indemnify and hold harmless each Holder, each of its officers, directors, agents and partners, and each person controlling each of the foregoing, within the meaning of Section 15 of the Securities Act and the rules and regulations thereunder with respect to which registration, qualification or compliance has been effected pursuant to this Agreement, and each underwriter, if any, and each person who controls, within the meaning of Section 15 of the Securities Act and the rules and regulations thereunder, any underwriter, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus, offering circular or other document (including any related registration statement, notification or the like) incident to any such registration, qualification or compliance, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made, or any violation by the Company of the Securities Act or any state securities law or in either case, any rule or regulation thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance, and will reimburse each Holder, each of its officers, directors, agents and partners, and each person controlling each of the foregoing, each such underwriter and each person who controls any such underwriter, for any legal and any other expenses reasonably incurred in connection with investigating and defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to a Holder to the extent that any such claim, loss, damage, liability or expense arises out of or is based (i) on any untrue statement or omission based upon written information furnished to the Company by a Holder or the underwriter (if any) therefore, (ii) the failure of a Holder to deliver at or prior to the written confirmation of sale, the most recent prospectus, as amended or supplemented or (iii) the failure of a Holder otherwise to comply with this Agreement. The indemnity agreement contained in this Section 5.6(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent will not be unreasonably withheld).

  • Licensee Indemnity Licensee agrees to indemnify, defend and hold harmless MyECheck from and against all damages and costs (including reasonable attorneys' fees) finally awarded against MyECheck (or finally settled upon) and arising from: (i) any claim of personal injury or tangible personal property damage (excluding data) of whatsoever nature or kind arising, in whole or in part, out of, as a result of, or in connection with the gross negligent or willful misconduct of Licensee, its employees, subcontractors or agents; (ii) any claim brought against MyECheck by a third party alleging that the Licensee Materials (as defined in Exhibit C) directly infringe any U.S. copyright or trademark or misappropriate any trade secret (recognized as such under the Uniform Trade Secrets Act) in existence as of the Effective Date; or (iii) any claim brought against MyECheck by a third party arising from or relating to any modification of the Software by Licensee or any use of the Software other than as permitted under this Agreement. The parties acknowledge and agree that Licensee's obligations under this section are conditioned upon MyECheck providing Licensee: (1) prompt written notice of the existence of such claim, suit, action or proceeding (each a "claim"); (2) sole control over the defense or settlement of such claim; and (3) assistance at Licensee's request to the extent reasonably necessary for the defense of such claim. The foregoing sets forth Licensee's sole and exclusive obligation and MyECheck's sole and exclusive remedy for any claim of intellectual property infringement or misappropriation relating to the Licensee Materials. Notwithstanding the foregoing, Licensee shall not indemnify, defend or hold harmless MyECheck for any claims arising from: (a) any MyECheck intellectual property or software incorporated in or combined with the Licensee Materials where in the absence of such incorporated or combined item, there would not have been infringement; (b) Licensee Materials which have been altered or modified by MyECheck (other than in response to a request by Licensee), where in the absence of such alteration or modification the Licensee Materials would not be infringing; (c) use of an any version of the Licensee Materials for which Licensee has made available an updated, revised or repaired subsequent version; or (d) the gross negligence or willful misconduct of MyECheck or any of its agents, subcontractors or employees. Upon notice of any claim of infringement or upon reasonable belief of the likelihood of such a claim, Licensee shall have the right, at its option, to: (x) obtain the rights to continued use of the Licensee Materials; (y) substitute other suitable, functionally-equivalent, non-infringing materials; or (z) replace or modify the Licensee Materials or their design so that they are no longer infringing. Furthermore, Licensee agrees to maintain commercial general liability insurance of at least $2.5 million, covering Licensee's obligations contained herein on a claims-made basis with coverage for at least one year from the date of completion of the services. The provisions of this Section 12 herein shall survive for a period of one year following the earlier of (a) completion of the Maintenance services or (b) termination of this Agreement.

  • Seller Indemnity Each Seller will indemnify and hold harmless Pointer, its directors, officers, employees, any underwriter for Pointer and each person, if any, who controls Pointer (within the meaning of section 15 of the Securities Act or Section 20(a) of the Exchange Act) or such underwriter, from and against any and all losses, damages, claims, liabilities, costs or expenses (including any amounts paid in any settlement effected with such Seller's consent) asserted against or incurred by Pointer, its directors, officers, employees, any such underwriter or any such controlling person which shall be caused by (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in the prospectus (or any amendment or supplement thereto), or caused by any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and the Seller will reimburse Pointer, its directors, officers, employees, any such underwriter and each such controlling person of Pointer or any such underwriter, promptly upon demand, for any reasonable legal or other expenses incurred by them in connection with investigating, preparing to defend or defending against or appearing as a third-party witness in connection with such loss, claim, damage, liability, action or proceeding; in each case to the extent, that such untrue statement or omission is contained in any information so furnished in writing by the Seller to Pointer for inclusion in the Registration Statement or such prospectus; provided, however, that the indemnity agreement contained in this Section ‎6.6 shall not apply to amounts paid in settlement of any losses if such settlement is effected without the prior written consent of the Seller. In no event shall the liability of the Seller hereunder be greater in amount than the dollar amount of the net proceeds received by the Seller upon the sale of the Pointer Shares giving rise to such indemnification obligation.

  • Seller’s Indemnity A. Seller agrees to indemnify and hold Buyer harmless from, against and in respect of, and shall on demand reimburse Buyer for: (i) any and all loss, liability or damage resulting from any untrue representation, breach of warranty or nonfulfillment of any covenant or agreement by Seller contained in any Transaction Document to which it is a party; (ii) any and all obligations of Seller not specifically assumed by Buyer pursuant to the terms of this Agreement, including any and all liabilities arising with respect to the System, Assets and Contracts or other agreements assumed by Buyer and relating to events which occurred prior to the Closing Date, except to the extent adjusted in favor of Buyer pursuant to Section 2.4; (iii) any claims made by creditors with respect to non- compliance with any bulk sales law relating to this Agreement and the transactions contemplated hereby; and (iv) any and all actions, suits, proceedings, claims, demands, assessments, judgments, costs and expenses, including without limitation, legal fees and expenses, incident to any of the foregoing or incurred in investigating or attempting to avoid the same or to oppose the imposition thereof, or in enforcing this indemnity. B. If any claim covered by the foregoing indemnity is asserted against Buyer by a third party, Buyer shall promptly give the Seller notice thereof and give Seller an opportunity to defend the same with counsel of Seller's choice at Seller's expense. Buyer shall provide reasonable cooperation in connection with such defense. In the event that Seller desires to compromise or settle any such claim, Buyer shall have the right to consent to such settlement or compromise; provided, however, that if such compromise or settlement is for money damages only and will include a full release and discharge of Buyer, and Buyer withholds its consent to such compromise or settlement, Buyer and Seller agree that (1) Seller's liability shall be limited to the amount of the proposed settlement and Seller shall thereupon be relieved of any further liability with respect to such claim, and (2) from and after such date, Buyer will undertake all legal costs and expenses in connection with any such claim and shall indemnify Seller from any further liability or obligation to such third party in connection with such claim in excess of the amount of the proposed settlement. If Seller fails to defend any claim within a reasonable time, Buyer shall be entitled to assume the defense thereof, and Seller shall be liable to Buyer for its expenses reasonably incurred, including attorney's fees and payment of any settlement amount or judgment. C. Notwithstanding anything in this Agreement to the contrary, (i) Seller shall not be required to indemnify or otherwise be liable to Buyer for any claim unless the losses, liabilities, damages, costs and expenses of Buyer arising from all such claims exceeds $25,000 (other than with respect to any claims based on a breach of the representation set forth in Section 4.23, which claims may be made notwithstanding, and shall not be counted toward, the basket amount). If the losses, liabilities, damages, costs and expenses of Buyer arising from all such claims exceeds $25,000, Seller shall be required to indemnify Buyer for the full amount of all such claims, subject to the other limitations in this Agreement; (ii) Seller shall not be required to indemnify or otherwise be liable to Buyer for any claim to the extent that the losses, liabilities, damages, costs and expenses of Buyer arising from all such claims exceed in the aggregate $2,500, 000; (iii) Seller shall not be required to indemnify or otherwise be liable to Buyer for any claim hereunder unless notice of such claim is given to Seller: (a) with respect to any claims based on a breach of the representations and warranties set forth in the first sentence of Section 4.5, and Sections 4.9 and 4.16, within six (6) years after the Closing Date; (b) with respect to any claims based on a breach of the representations and warranties set forth in Section 4.12, prior to the expiration of the applicable statute of limitations relating to the subject matter of such representation and warranty; (c) with respect to any claims arising out of fraudulent conduct involving intentional misrepresentation on behalf of Seller and any claims by third parties against Buyer, within eighteen months after the Closing Date; and (d) with respect to all other claims, within one year after the Closing Date.

  • Liability and Indemnity a. In no event shall the City be liable to the Contractor for special, indirect, or consequential damages, except those caused by the City’s gross negligence or willful or wanton misconduct arising out of or in any way connected with a breach of this contract. The maximum liability of the City shall be limited to the amount of money to be paid or received by the City under this contract. b. The Contractor shall defend, indemnify and save harmless the City, its elected or appointed officials, agents and employees from and against any and all liability, suits, damages, costs (including attorney fees), losses, outlays and expenses from claims in any manner caused by, or allegedly caused by, or arising out of, or connected with, this contract, or the work or any subcontract thereunder (the Contractor hereby assuming full responsibility for relations with subcontractors), including, but not limited to, claims for personal injuries, death, property damage, or for damages from the award of this contract to Contractor, notwithstanding any possible negligence, whether sole or concurrent, on the part of the City, its officials, agents and employees. c. The Contractor shall indemnify and hold the City harmless from all wages or overtime compensation due any employees in rendering services pursuant to this agreement or any subcontract, including payment of reasonable attorneys’ fees and costs in the defense of any claim made under the Fair Labor Standards Act, the Missouri Prevailing Wage Law or any other federal or state law. d. The indemnification obligations of Contractor hereunder shall not be limited by any limitations as to the amount or type of damages, compensation or benefits payable by or for the Contractor, under any federal or state law, to any person asserting the claim against City, its elected or appointed officials, agents and employees, for which indemnification is sought. e. The indemnification obligations herein shall not negate, abridge or reduce in any way any additional indemnification rights of the City, its elected or appointed officials, agents and employees, which are otherwise available under statute, or in law or equity. f. Contractor affirms that it has had the opportunity to recover the costs of the liability insurance required in this agreement in its contract price. Contractor’s obligation under this agreement to defend, indemnify, and hold harmless any person from that person’s own negligence or wrongdoing is limited to the coverage and limits of the applicable insurance required of the Contractor under this agreement. g. The Contractor shall indemnify and hold the City harmless for any penalties, fines, fees or costs, including costs of defense, which are charged or assessed by any Federal, state or local agency including, but not limited to, Environmental Protection Agency or Department of Natural Resources.

  • Weekly Indemnity (a) Auxiliary employees are eligible for weekly indemnity benefits upon accumulation of 400 hours. Once established, eligibility for weekly indemnity is retained unless the auxiliary employee loses auxiliary seniority. Weekly indemnity benefits are payable for each period of illness up to a maximum of fifteen (15) weeks at sixty percent (60%) of the auxiliary employee’s normal average earnings. Normal average earnings are calculated by averaging the total of the straight time compensation and the compensation paid in accordance with Clause 29.07(a) (Health and Welfare) in the six (6) most recent bi-weekly pay periods in which earnings occurred. (b) The benefit waiting period in each case of illness will be fourteen (14) calendar days. This means that benefits will be paid from the 15th day of illness. (c) Subject to (b) above, full benefits will be reinstated: (1) in the case of a new illness, after the auxiliary employee returns to active employment following the most recent absence due to illness and accumulates 150 more hours; (2) in the case of a recurrence of a previous illness, after the auxiliary employee returns to active employment following the most recent absence due to that illness and accumulates 400 more hours. (d) The payment of benefits to a person who is laid off or separated prior to termination of their illness shall be continued after the layoff or separation until the total number of weeks for which benefits have been paid in respect of that illness is fifteen (15) weeks or the duration of the illness, whichever occurs first, except that benefits will cease on the effective date of a scheduled layoff or separation, if the illness occurs two (2) months (or less) before that layoff or separation, provided that notice of the layoff or separation was given prior to the occurrence of the illness. (e) The benefits described in this Clause shall not be available to an employee whose illness, injury or personal circumstances may be described by any one of the following conditions: (1) who is not under the care of a licensed physician; (2) whose illness is occupational and is covered by WorkSafe BC; (3) whose illness is intentionally self-inflicted; (4) whose illness results from service in the Armed Forces; (5) whose illness results from riots, wars or participation in disorderly conduct; (6) who is ill during a period of paid vacation; (7) whose illness is sustained while they are committing a criminal offence; (8) who is engaged in an employment for wage or profit; (9) who is ill during a strike or lockout at the place they were employed if that illness commenced during the strike or lockout; (10) who is serving a prison sentence; (11) who would not be entitled to benefits payable pursuant to Part II of the Employment Insurance Act because they are not in Canada; (12) who is absent from work because of plastic surgery performed solely for cosmetic purposes except where the need for surgery is attributable to an illness or injury. (f) The parties agree that the complete premium reduction from the Employment Insurance Commission accruing through the improved sick leave plan and the weekly indemnity plan will be returned to the Employer. This is in exchange for the implementation of the above mentioned plans.

  • Defense and Indemnity The Party shall defend the State and its officers and employees against all third party claims or suits arising in whole or in part from any act or omission of the Party or of any agent of the Party in connection with the performance of this Agreement. The State shall notify the Party in the event of any such claim or suit, and the Party shall immediately retain counsel and otherwise provide a complete defense against the entire claim or suit. The State retains the right to participate at its own expense in the defense of any claim. The State shall have the right to approve all proposed settlements of such claims or suits.

  • Liability & Indemnity 14.1 The Customer must take out, and maintain during the term of the Agreement a valid and enforceable public liability insurance policy that provides coverage of at least $20 million per occurrence and on request by INTECK IT from time to time, immediately provide INTECK IT with a certificate of currency in respect of that policy. 14.2 The Customer acknowledges and agrees that: (a) INTECK IT does not warrant that INTECK IT will be able to supply the Service uninterrupted or fault free; (b) except for any rebate that must be paid as a result of a failure by INTECK IT to achieve a Service Level, INTECK IT is not liable to the Customer or any other person for any failure for any reason to supply the Service in accordance with the Service Levels. 14.3 To the maximum extent permitted by law, INTECK IT: (a) excludes all conditions and warranties implied into the Agreement; (b) excludes any liability to the Customer for any indirect, special or consequential loss, costs, or damage (including, but not limited to, loss of profits, loss of revenue, loss of data, loss of bargain, damage to reputation and expectation loss) arising out of the Agreement, whether arising as a result of any act, omission or negligence of INTECK IT or otherwise. 14.4 Subject to clauses 14.2 and 14.3, INTECK IT limits its liability to the Customer as follows: (a) if the loss or damage arises out of or is related to a failure by INTECK IT to meet Service Levels set out in the Service Level Schedule, the compensation or other remedy specified in the Service Level Schedule; and (b) in respect of any liability which is not otherwise limited and which may arise out of or in connection with the Agreement, (whether based in contract, tort (including negligence) statutory duty or otherwise) an amount which is: (i) 50% of the Charges received by INTECK IT for the Service for the 12 months preceding the event giving rise to the liability for each event or series of connected events; and (ii) in the aggregate, the amount of Charges received by INTECK IT under the Agreement. 14.5 Each party’s liability under the Agreement is diminished to the extent that the other party’s acts or omissions contribute to or cause the loss or liability. 14.6 Nothing in this clause 14 is intended to limit INTECK IT's liability for claims relating to personal injury (including sickness, death or disability) of the Customer or the Customer’s employees directly resulting from INTECK IT's negligent acts or omissions arising under the Agreement. 14.7 The Customer indemnifies INTECK IT on demand against any claim or liability arising from the Customer’s acts or omissions, or the acts or omissions of a third party acting on the Customer’s behalf or engaged by the Customer in any capacity, relating to the use of the Service.

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