Customer Indemnity. The Transfer Agent shall not be responsible for, and the Customer shall indemnify and hold the Transfer Agent harmless from and against, any and all claims, losses, damages, costs, charges, payments, expenses, liability and, court costs, fees and expenses of attorneys, expert witnesses, and other professionals reasonably acceptable to Customer arising out of or attributable to:
(a) All actions of the Transfer Agent or its agents or subcontractors required to be taken pursuant to this Agreement, provided such actions are taken in good faith and without negligence or willful misconduct;
(b) The Customer’s bad faith, negligence or willful misconduct or the material breach of any representation or warranty of the Customer hereunder;
(c) The reliance or use by the Transfer Agent or its agents or subcontractors of information, records and documents which (i) are received by the Transfer Agent or its agents or subcontractors and furnished to it by or on behalf of the Customer, and (ii) have been prepared and /or maintained by the Customer or any other person or firm on behalf of the Customer;
(d) The reliance or use by the Transfer Agent or its agents or subcontractors of any paper or document reasonably believed to be genuine and to have been signed by the proper person or persons including Shareholders;
(e) The reliance on, or the carrying out by the Transfer Agent or its agents or subcontractors of any instructions or requests of the Customer’s representatives, provided such actions are taken in good faith and without negligence or willful misconduct; and
(f) The offer or sale of Shares in violation of any federal or state securities laws requiring that such shares be registered or in violation of any stop order or other determination or ruling by any federal or state agency with respect to the offer or sale of such Shares.
Customer Indemnity. Customer shall indemnify, defend, and hold the Supplier harmless from any action brought by a third-party against the Supplier to the extent that it is proximately caused by an allegation that:
(a) any access to or use of Customer Data with the Cloud Services; or
(b) modification or use of the Cloud Services with the Customer's applications; have infringed any intellectual property right or trade secret and pay those damages or costs related to the settlement of such action or finally awarded against the Supplier in such action, including but not limited to reasonable attorneys’ fees, provided that the Supplier: • promptly notifies Customer of any such action; and • gives Customer full authority, information, and assistance to defend such claim; and • gives Customer sole control of the defense of such claim and all negotiations for the compromise or settlement of such claim. Customer shall have the right to settle or compromise any such claim provided that such settlement or compromise does not impose any costs or material disadvantage to Supplier without Supplier’s prior written consent.
Customer Indemnity. Customer shall indemnify, defend and hold harmless Service Provider against any third party claims and/or fines that are based on: (i) Customer’s use of the Services to the extent in violation of the Usage Restrictions as stated in section 5.1 above; (ii) Customer`s breach of an applicable data protection law; or (iii) Customer`s Data and any other information or material uploaded or used together with the Services. Service Provider shall reasonably cooperate in the defense of such claim, if requested by Xxxxxxxx, where Customer will reimburse Service Provider’s reasonable out-of-pocket costs incurred in connection with such cooperation. Customer shall – if decided by Service Provider - have the sole authority to defend or settle the claim, provided such settlement does not involve any payment by Service Provider or admission of wrongdoing by Service Provider.
Customer Indemnity. Company shall indemnify, defend or settle any action, suit or proceeding brought against Customer alleging that the Software infringes any U.S. patent or copyright and shall pay any final judgments awarded or settlements entered into and agreed to by Company, provided that Customer gives prompt written notice to Company of any such action, suit or proceeding and gives Company the authority to proceed as contemplated herein. Company shall have the exclusive right to defend any such action, suit or proceeding and make settlements thereof at its own discretion, and Customer may not settle or compromise such action, suit or proceeding, except with the prior written consent of Company. Customer shall give such assistance, cooperation and information as Company may reasonably require to defend, settle or oppose any such action, suit or proceeding.
Customer Indemnity. Subject to Section 9.3, Xxxxxxxx agrees to defend and indemnify Arctic Wolf from any third-party claim or action brought against Arctic Wolf to the extent based on Customer’s alleged breach of Sections 5 or 8. Customer agrees to pay any settlements that Xxxxxxxx agrees to in a writing signed by an authorized officer of Customer, or final judgments awarded to the third-party claimant by a court of competent jurisdiction.
Customer Indemnity. 6.1 Customer agrees to indemnify, defend and hold CSC and its licensors or providers, its and their affiliates or customers, and their respective directors, officers, employees, agents and representatives harmless from and against any and all claims, suits, actions, proceedings, damages, costs, liabilities, losses, and expenses (including but not limited to, reasonable attorneys’ fees) (collectively, “Losses”) resulting from or in connection with
(a) allegations that the Data or Customer’s web site, products or services infringe or misappropriate any intellectual property rights of a third party;
(b) allegations that the Data or Customer’s web site, products or services contain defamatory, libelous, slanderous, obscene or pornographic materials, or violate a third party’s rights or privacy or publicity;
(c) allegations arising from a claim by Customer’s users; or
(d) allegations arising out of Customer’s breach of Clause 7 of this Agreement or any other CSC policy.
6.2 Customer shall not enter into any settlement or compromise of any such claim without CSC’s prior written consent if such settlement or compromise would create obligations on the part of CSC or any of its licensors or providers, or adversely affect CSC’s exercise of any rights under this Agreement, which consent shall not be unreasonably withheld.
6.3 CSC, its licensors or providers shall have the right to participate in the investigation, defense and settlement negotiations of any such claim with separate counsel chosen and paid for by CSC, its providers or licensors. Customer shall not be responsible for any Losses arising out of any compromise or settlement made by CSC or its licensors or providers without Customer’s prior written consent.
Customer Indemnity. Customer will indemnify Graylog and, at its option, defend any action brought against Graylog to the extent that it is based upon a third party claim arising out of any Customer Application, or which result from Graylog’s compliance with Customer’s designs, specifications, or instructions, and will pay any costs, damages and reasonable attorneys' fees attributable to such claim that are awarded against Graylog.
Customer Indemnity. Customer agrees to indemnify and hold LST and its officers, directors, agents, employees, successors and assigns harmless from and against any and all losses incurred by an Indemnified Party arising from any third party claim arising out of Customer’s misuse of any CViConnect Platform or Licensed Materials provided hereunder or arising out of Customer’s violation of any law or regulation, in connection with its use of the CViConnect Platform or Licensed Materials; provided, however, that (i) Customer is given prompt notice of any such claim, (ii) Customer has the right to control and direct the defense of such claim, and (iii) Customer fully cooperates with the Indemnified Party in such defense.
Customer Indemnity. Customer shall defend Workday, at Customer’s expense, from any third-party Claim against Workday arising from: (a) Customer Content; (b) data submitted by Customer, its Affiliates or its Authorised Parties pursuant to its use of the Service as contemplated under this Agreement, infringes or misappropriates such third-party’s Intellectual Property Rights; or (c) violations by Customer, its Affiliates or Authorised Parties of the AUP, and Customer shall indemnify and hold Workday harmless against any Losses relating to such third party Claim.
Customer Indemnity. If a third party makes a claim against WSP that the Customer Data infringes any patent, copyright or trademark, or misappropriates any trade secret, CUSTOMER shall defend WSP and its directors, officers and employees against the claim at CUSTOMER’s expense and CUSTOMER shall pay all Loss finally awarded against such parties or agreed to in a written settlement agreement signed by CUSTOMER, to the extent arising from the claim.
