Defense and Indemnification by enSYNC Sample Clauses

Defense and Indemnification by enSYNC. EnSYNC will defend the Customer against any claim, demand, suit or proceeding made or brought against the Customer by a third party alleging that the use of the enSYNC Software, in unmodified form and in accordance with this Agreement, infringes or misappropriates such third party’s intellectual property rights, and will indemnify the Customer from any damages, attorney fees and costs finally awarded against the Customer as a result of, or for amounts paid by the Customer under a court-approved settlement of such claim, provided the Customer (a) promptly gives written notice of the claim to enSYNC, (b) gives enSYNC sole control of the defense and settlement of the claim (except that enSYNC may not settle any claim unless it unconditionally releases the Customer of all liability), and (c) gives enSYNC all reasonable assistance, at enSYNC’s expense. If enSYNC receives information about an infringement or misappropriation claim related to the enSYNC Software, enSYNC may in its discretion and at no cost to the Customer (i) modify the enSYNC Software so that it no longer infringes or misappropriates, without breaching enSYNC’s warranties, (ii) obtain a license for the Customer’s continued use of the enSYNC Software in accordance with this Agreement, or (iii) terminate the Customer’s subscriptions for the enSYNC Software upon thirty (30) days’ written notice. The above defense and indemnification obligations do not apply to the extent a claim arises from the Customer’s breach of this Agreement.
Sample 1
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Related to Defense and Indemnification by enSYNC

  • Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

  • Severability Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

  • Termination This Agreement may be terminated at any time prior to the Closing:

  • Miscellaneous The Vendor acknowledges and agrees that continued participation in TIPS is subject to TIPS sole discretion and that any Vendor may be removed from the participation in the Program at any time with or without cause. Nothing in the Agreement or in any other communication between TIPS and the Vendor may be construed as a guarantee that TIPS or TIPS Members will submit any orders at any time. TIPS reserves the right to request additional proposals for items or services already on Agreement at any time.

  • WHEREAS the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants; and

  • NOW, THEREFORE the parties hereto agree as follows:

  • Entire Agreement This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter contained in this Agreement and supersedes all prior agreements, understandings and negotiations between the parties.

  • Definitions For purposes of this Agreement:

  • IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first above written.

  • Notices Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall be delivered in accordance with the notice provisions of the Purchase Agreement.

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