Customer’s Indemnity. You agree to indemnify us against all losses, damages, costs (including reasonable legal fees) and expenses incurred or suffered by us in connection with or as a result of:
(a) your breach of this Agreement, failure to comply with Applicable Law, or your use or misuse of our Services;
(b) (where applicable) your incorrect instructions, overpayment, payment error, or other invalid payment you cause;
(c) any error, default, negligence, misconduct, or fraud by you, your employees, directors, officers, or representatives, or anyone acting on your behalf;
(d) a third party alleging that our use of the Customer Data as permitted by this Agreement infringes any Intellectual Property Rights;
(e) any of your Payments, or FX Conversions (including Forward Contracts), including us acting on any of your instructions which we reasonably believe to have been made by you or your Authorised User; or
(f) the closure or cancellation of all or any part of a Payment or FX Conversion (including a Forward Contract) before its Settlement Date or Payment Date, including if we have to do so due to you failing to provide funds for the FX Conversion or Payment.
Customer’s Indemnity. Customer shall defend and indemnify Vendor and its Third Party Vendors against any and all Losses incurred by Vendor and its Third Party Vendors arising out of or in connection with a claim by a third party (i) alleging that the Customer Data or the Customer Trademarks, or any use thereof, infringes the rights of, or has caused harm to, a third party, or (ii) arising out of Customer’s breach of Sections 7.5 and 7.8. Customer will indemnify, defend and hold harmless Vendor, its affiliates, successors, and assigns, including the applicable officers, directors, employees, and agents thereof for damages, costs and attorneys’ fees Vendor incurs from any unaffiliated third-party claim arising from Customer’s Content or Customer’s or any end user’s use of the Services.
Customer’s Indemnity. If any action is instituted by a third party against Conga, to the extent caused by Conga System’s or the Services’ access to, or possession, manipulation, processing, or use of the Customer Data only as is necessary to provide the Service and Support Services in accordance with this Agreement, then Customer shall indemnify and hold Conga, its Affiliates, and each such party’s parent organizations, subsidiaries, officers, directors, employees, and agents harmless from and against any and all costs, damages, losses, liabilities and expenses (including reasonable attorneys’ fees and costs) arising out of, or in connection with such action. THIS SECTION SETS FORTH THE ENTIRE OBLIGATION OF CUSTOMER AND CONGA’S EXCLUSIVE REMEDY AGAINST CUSTOMER FOR ANY CLAIM UNDER THIS SECTION.
Customer’s Indemnity. Subject to Section 9.5 below and to the limitations, exclusions and exceptions in Article 10, Customer, at its own expense, shall indemnify, defend and hold harmless Administrator, and its directors, officers, employees and agents (collectively, the "Administrator Indemnitees"), from and against Indemnified Damages relating to or arising from any Claim brought by a third party (a person which is not an Affiliate of any Administrator Indemnitee) against any of the Administrator Indemnitees to the extent based upon:
(a) Customer's or its agents' (including Customer Designees') breach of Customer's warranties in Section 8.2;
(b) Customer's or its agents' (including Customer Designees') gross negligence, fraud or willful misconduct;
(c) Customer's or its agents' (including Customer Designees') breach of Article 5 (Proprietary Rights) or Article 6 (Confidentiality/Privacy) above;
(d) Any of the matters in Section 1.10(a) for which Administrator is not liable for under this Agreement;
(e) Customers or its agents' (including Customer Designees'), breach of any other agreement relating to a Contract, including any agreement relating to the sale of the Contract, commissions paid or payable relating to such Contract, the reinsurance of such Contract, provided that Administrator otherwise performed in all material respects with this Agreement; or
(f) Administrator's performance under this Agreement in conformity with: (i) any written policies, processes, interpretations or other written instructions provided by individuals designated in writing by Xxxxxxx Still (or his successor) for SAAL and Xxxxxx Xxxx (or his successor) for AI Life AGL DE (for purposes of performance of the Services to the extent such processes, interpretations or other instructions were not, at the relevant time, superseded by a later version of the Operating Guidelines approved by Customer in accordance with this Agreement; (ii) the Operating Guidelines approved by Customer; or (iii) this Agreement, including the Statement of Work and attachments thereto.
Customer’s Indemnity. (a) The Customer indemnifies HosPortal against any loss, damage or expense (including lawyers’ fees on a full indemnity basis) suffered or incurred by HosPortal arising out of or in connection with any breach by the Customer of this agreement, except to the extent that the loss, damage or expense was directly caused by HosPortal’s breach of this agreement or negligence.
(b) If the Customer does not make any payment required under clause 8(a) on demand from HosPortal then, without limiting any other rights that HosPortal may have, the Customer will pay interest on that amount at the rate of 5.00% per annum. This interest will accrue on a daily basis from the date of demand up to and including the date of actual payment and will be compounded on the last day of each month. The Customer will pay this interest on demand.
(c) This clause 8 will survive the expiry or earlier termination of this agreement.
Customer’s Indemnity. The Customer indemnifies TEN, its directors, officers, employees, contractors, representatives, agents and its associated entities and keeps each of them indemnified, from and against any Claims and Damages incurred or suffered directly or indirectly from or in connection with:
(a) any breach of a Supply Agreement or any of the Customer’s warranties by the Customer;
(b) the termination of a Supply Agreement because of a breach by the Customer;
(c) any wilful, unlawful or negligent act or omission by the Customer;
(d) Damage to the Equipment by any cause;
(e) any Damage to real or personal property of the Customer, caused by or contributed to by TEN;
(f) any Claim against TEN in relation to the Equipment or the use or operation of it;
(g) any injury to or death of a natural person and any Damage to a third party's real or personal property caused or contributed to by TEN or the Equipment;
(h) any Claim by a third party arising directly or indirectly out of a breach of a Supply Agreement by the Customer; and
(i) any other thing in relation to which the Customer has assumed the risk or Liability, except to the extent that any Damage is caused by the wilful, unlawful or negligent actions of TEN.
Customer’s Indemnity. Customer shall indemnify and hold harmless CUA, its Affiliates and their respective employees, directors, officers, stockholders, representatives and agents against any and all third party claims, actions or proceedings including but not limited to claims by governmental authorities seeking to impose penalties(“Claims”) for damages, losses, claims, costs and expenses (including reasonable legal costs and attorney fees) (“Losses”) arising out of or otherwise related to (i)any Default by or negligence of Customer or its employees, agents or End Users in the performance of its responsibilities under Article 6, above, and (ii) any Customer Data published or distributed by Customer, its employees, agents, representatives or End Users from or in connection with use of the Service.
Customer’s Indemnity. Customer shall indemnify and defend CMC against all claims, liabilities, and costs, including attorneys' fees, incurred in the defense of any claim brought against CMC by third parties based upon Customer's breach or any warranty, representation or obligation hereunder. If Customer negotiates a settlement with such third parties, then Customer will include CMC as a party generally released from all claims and liabilities by such third party. CMC shall cooperate as reasonably requested in the defense of such claim and may appear, at its own expense, through counsel reasonably acceptable to Customer.
Customer’s Indemnity. Customer shall indemnify and hold harmless Boeing, its subsidiaries, Affiliates, subcontractors and assignees and their respective directors, officers, agents, servants, and employees (individually an “Indemnitee”, collectively the “Indemnitees”) from and against any loss, damage, liability or expense (including attorneys’ fees and other expenses of investigating or defending claims and expenses related to establishing the right to indemnification) resulting from (i) any representation made by Customer to any third party relating to Work; (ii) any claim of any third party, which may arise in connection with the use, loss of use, operation, performance, non-performance, failure or degradation of the Satellite, whether or not such third party deals with or through Customer (including customers or insurers) or any agency or other governmental authority of Customer’s Country; or (iii) any other claims relating to the Satellite or harm caused by the Satellite and, in each case, arising after Intentional Ignition and whether or not such loss, damage, liability, or expense arises out of an act or omission, negligent or otherwise, of an Indemnitee or the Indemnitees.
Customer’s Indemnity. Subject to the terms and conditions set forth in this Section 10, Customer shall, at its own expense, defend Innovyze from and against any and all Claims arising from or relating to Customer’s breach or violation of this Agreement; and shall indemnify Innovyze from and against liability for any Losses to the extent based upon such Claims.
