Customer’s Indemnity Obligations Sample Clauses

Customer’s Indemnity Obligations. Customer will indemnify, defend and hold harmless Agilent, its officers, directors, and employees, from and against any and all claims, losses, damages, demands, expenses or other liability arising out of a Third Party claim to the extent (i) arising from the sale, marketing or distribution of the Product or Finished Product, or use of the Product or Finished Product, by Customer or its officers, directors or employees or any Third Party including death or injury to any person; or (ii) caused by the negligence or willful misconduct of Customer or its officers, directors or employees, Affiliates, subcontractors or suppliers. Customer’s obligations under this Section 10.2 do not apply with respect to any claim to the extent such claim is subject to indemnification under Section 10.1.
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Customer’s Indemnity Obligations. Customer agrees to hold, harmless, indemnify, and, at Regent’s option, defend Regent and its corporate affiliates, and each of its and their respective directors, officers, shareholders, employees, successors, assigns and agents (for this Section 8.2, collectively, “Regent”) from and against any Claim to the extent arising from (a) Customer’s gross negligence or willful misconduct; (b) a breach or alleged breach of this Agreement by Customer (including without limitation, any of its representations, warranties or obligations contained herein; or (c) a Customer Indemnity Responsibility, provided that Regent promptly notifies Customer in writing of the Claim, cooperates with Customer, and allows Customer sole authority to control the defense and settlement of such Claim; provided that Customer will not settle any Claim against Regent unless such settlement completely and forever releases Regent from all liability with respect to such Claim or unless Regent consents to such settlement, and further provided that Regent will have the right, at its option, to defend itself against any such Claim or to participate in the defense thereof by counsel of its own choice. 9.
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Customer’s Indemnity Obligations. 19.1 The Customer will indemnify and reimburse (i) the Bank, (ii) members of HSBC Group, (iii) the Bank’s agents and sub-contractors and (iv) the Bank’s officers and employees, for all actions, proceedings and claims, which may be brought against the Bank or persons / entities referred above and for losses, damages, costs and expenses which the Bank and/or persons or entities referred above may incur or suffer as a result of or in
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Customer’s Indemnity Obligations. Customer agrees to indemnify, defend and hold harmless Park Assist from and against any and all losses, liabilities, costs, expenses (including reasonable attorneys’ fees) or damages resulting from any claim by any third party based upon or arising from (a) Customer’s gross negligence or willful misconduct; (b) Customer’s handling of any warranty claim from a customer of Customer; (c) claims of infringement, misappropriation or violation of any third-party proprietary right, including copyright, patent, trade secret, right of publicity, right of privacy, and trademark rights, arising from the use, storage, retransmission and analysis of any Customer Data or (iv) claims based upon a breach of Section 7 and Section 10.2.
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Customer’s Indemnity Obligations. Customer agrees to indemnify, defend and hold harmless SecondWrite from and against any and all Losses resulting from any Claim based upon or arising from claims of infringement, misappropriation or violation of any third- party proprietary right, including copyright, patent, trade secret, right of publicity, right of privacy, and trademark rights, arising from the use, storage, retransmission and analysis of any Submissions and Malicious Code. Customer further agree to indemnify and hold harmless SecondWrite, its officers, directors, employees or agent against any claims, losses, damages, liabilities or expenses arising from the reliance upon any Security Intelligence.
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Customer’s Indemnity Obligations. Customer will indemnify, defend and hold harmless Agilent, its officers, directors and employees, from and against any and all claims, losses, damages, demands, expenses or other liability arising out of a Third Party claim to the extent (i) arising from the sale, marketing or distribution of the Product or Finished Product, or use of the Product or Finished Product by Customer or any Third Party including death or injury to any person; or (ii) caused by the gross negligence or willful misconduct of Customer. Customer’s obligations under this Section 10.2 do not apply with respect to any claim subject to indemnification under Section 10.1.
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Related to Customer’s Indemnity Obligations

  • Indemnification Obligations Subject to the limitations set forth in this Agreement, each Fund severally and not jointly agrees to indemnify and hold harmless the Custodian and its nominees from all loss, damage and expense (including reasonable attorneys' fees) suffered or incurred by the Custodian or its nominee caused by or arising from actions taken by the Custodian on behalf of such Fund in the performance of its duties and obligations under this Agreement; provided however, that such indemnity shall not apply to loss, damage and expense occasioned by or resulting from the negligence, misfeasance or misconduct of the Custodian or its nominee. In addition, each Fund agrees severally and not jointly to indemnify any Person against any liability incurred by reason of taxes assessed to such Person, or other loss, damage or expenses incurred by such Person, resulting from the fact that securities and other property of such Fund's Portfolios are registered in the name of such Person; provided however, that in no event shall such indemnification be applicable to income, franchise or similar taxes which may be imposed or assessed against any Person.

  • ADVISER’S LIABILITIES AND INDEMNIFICATION (a) The Adviser shall have responsibility for the accuracy and completeness (and liability for the lack thereof) of the statements in each Fund’s offering materials (including the prospectus, the statement of additional information, advertising and sales materials), relating to (i) the Adviser and its affiliates, (ii) the Fund’s investment strategies and related risks, and (iii) other information, in each case only if supplied by the Adviser for inclusion therein.

  • Indemnification Obligation The Offerors shall jointly and severally indemnify and hold harmless the Placement Agents and the Purchaser and each of their respective agents, employees, officers and directors and each person that controls either of the Placement Agents or the Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and agents, employees, officers and directors or any such controlling person of either of the Placement Agents or the Purchaser (each such person or entity, an “Indemnified Party”) from and against any and all losses, claims, damages, judgments, liabilities or expenses, joint or several, to which such Indemnified Party may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Offerors), insofar as such losses, claims, damages, judgments, liabilities or expenses (or actions in respect thereof) arise out of, or are based upon, or relate to, in whole or in part, (a) any untrue statement or alleged untrue statement of a material fact contained in any information (whether written or oral) or documents executed in favor of, furnished or made available to the Placement Agents or the Purchaser by the Offerors, or (b) any omission or alleged omission to state in any information (whether written or oral) or documents executed in favor of, furnished or made available to the Placement Agents or the Purchaser by the Offerors a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse each Indemnified Party for any legal and other expenses as such expenses are reasonably incurred by such Indemnified Party in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, judgments, liability, expense or action described in this Section 9.1. In addition to their other obligations under this Section 9, the Offerors hereby agree that, as an interim measure during the pendency of any claim, action, investigation, inquiry or other proceeding arising out of, or based upon, or related to the matters described above in this Section 9.1, they shall reimburse each Indemnified Party on a quarterly basis for all reasonable legal or other expenses incurred in connection with investigating or defending any such claim, action, investigation, inquiry or other proceeding, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the possibility that such payments might later be held to have been improper by a court of competent jurisdiction. To the extent that any such interim reimbursement payment is so held to have been improper, each Indemnified Party shall promptly return such amounts to the Offerors together with interest, determined on the basis of the prime rate (or other commercial lending rate for borrowers of the highest credit standing) announced from time to time by First Tennessee Bank National Association (the “Prime Rate”). Any such interim reimbursement payments which are not made to an Indemnified Party within 30 days of a request for reimbursement shall bear interest at the Prime Rate from the date of such request.

  • ADVISOR’S LIABILITIES AND INDEMNIFICATION (a) The Advisor shall have responsibility for the accuracy and completeness (and liability for the lack thereof) of the statements in the Fund’s offering materials (including the prospectus, the statement of additional information, advertising and sales materials), except for information supplied by the administrator or the Trust or another third party for inclusion therein.

  • Seller’s Indemnification Except as otherwise stated in this Agreement, after recording, the Buyer shall accept the Property AS IS, WHERE IS, with all defects, latent or otherwise. Neither Seller nor their licensed real estate agent(s) or any other agent(s) of the Seller, shall be bound to any representation or warranty of any kind relating in any way to the Property or its condition, quality or quantity, except as specifically set forth in this Agreement or any property disclosure, which contains representations of the Seller only, and which is based upon the best of the Seller’s personal knowledge.

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