Dell Indemnification Sample Clauses
The Dell Indemnification clause requires one party, typically Dell, to protect the other party from certain legal claims or losses arising from specified circumstances, such as intellectual property infringement or third-party lawsuits related to Dell's products or services. In practice, this means that if a customer is sued because of their use of Dell's products, Dell would cover the legal costs and any resulting damages, provided the claim falls within the scope of the clause. This clause serves to allocate risk and provide assurance to the customer that they will not bear the financial burden of certain legal disputes connected to Dell's offerings.
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Dell Indemnification. Dell will defend, indemnify, and hold harmless GlassHouse and its directors, officers, employees, representatives, and agents (collectively “GlassHouse Indemnitees”) from and against any and all third-party claims, actions, demands, and legal proceedings (collectively “Claims”) and/or liabilities to third parties for damages, losses, judgments, authorized settlements, costs and expenses including, without limitation, reasonable attorneys’ fees (collectively “Damages”), arising out of or in connection with: (a) any alleged or actual infringement and/or misappropriation by Dell of any copyright, patent, trademark, trade secret or other proprietary or intellectual property right of any third party to the extent relating to any Dell Pre-existing IP; (b) any Claim that Dell has caused bodily injury including, without limitation, death or has damaged real or tangible personal property; (c) any violation by Dell of any governmental laws, rules, ordinances, or regulations; and/or (d) any Claim by or on behalf of Dell’s other subcontractors, suppliers, or employees for salary, wages, benefits or other compensation.
Dell Indemnification. Dell will defend, indemnify, and hold harmless GlassHouse and its directors, officers, employees, representatives, and agents (collectively “GlassHouse Indemnitees”) from and against any and all Claims and/or Damages, arising out of or in connection with: (a) any alleged or actual infringement and/or misappropriation by Dell of any copyright, patent, trademark, trade secret or other proprietary or intellectual property right of any third party in the course of performing obligations under each Statement of Work; (b) any Claim that Dell has caused bodily injury including, without limitation, death or has damaged real or tangible personal property; (c) any violation by Dell of any governmental laws, rules, ordinances, or regulations; and/or (d) any Claim by or on behalf of Dell’s other subcontractors, suppliers, or employees for salary, wages, benefits or other compensation.
Dell Indemnification. Dell shall be liable for and shall indemnify, defend and hold harmless Spyglass and each Spyglass Affiliate and each of their respective representatives and each of the heirs, executors, successors and assigns of any of the foregoing from and against:
(1) all liability as a result of Treasury Regulation §1.1502-6 for Federal Taxes or of any comparable provision for Non-Federal Taxes of any person which is or has ever been affiliated with Dell or any Dell Affiliate or with which Dell or any Dell Affiliate joins or has ever joined (or is or has ever been required to join) in filing any consolidated, combined or unitary income Tax Return for any taxable period ending on or before the Deconsolidation Date except to the extent the Spyglass Group is liable for such Taxes pursuant to Section 4.03(b);
(2) all Taxes for any tax period (whether beginning before, on or after the Deconsolidation Date), and any other Losses, attributable to the breach by Dell or any Dell Affiliate of any representation, warranty, covenant or obligation under this Agreement; and
(3) any Redetermination Amount payable by Dell pursuant to the terms of Section 3.9 hereof.
Dell Indemnification. Dell will defend, indemnify, and hold harmless GlassHouse and its directors, officers, employees, representatives, and agents (collectively “GlassHouse Indemnitees”) from and against any and all third-party claims, actions, demands, and legal proceedings (collectively “Claims”) and/or liabilities to third parties for damages, losses, judgments, authorized settlements, costs and expenses including, without limitation, reasonable attorneys’ fees (collectively “Damages”), arising out of or in connection with: (a) any alleged or actual infringement and/or misappropriation by Dell of any copyright, patent, trademark, trade secret or other proprietary or intellectual property right of any third party to the extent relating to