Duty to Indemnify and Defend. Purchaser shall indemnify and hold harmless Seller against, and will defend or settle at Purchaser’s own expense, subject to the limitations stated in clauses 9.2 and 9.3 below and, to the extent applicable, the provisions of Sections 8.6 and 8.7 of the Asset Purchase Agreement, any action or other proceeding brought against Seller, its Affiliates or their respective directors, officers, shareholders or employees (each a “Seller Indemnified Party”) to the extent that it is based on a claim that any Successor Version or Combination Version, or a portion of either one (each, a “Purchaser Indemnified Version”) infringes or misappropriates a copyright, Patent or other Intellectual Property Right of a third party. Purchaser will pay any damages (including attorneys’ fees) awarded against the Seller Indemnified Party in any such action or proceeding and any costs and expenses (including reasonable attorneys’ fees) incurred by the Seller Indemnified Party to the extent attributable to any such claim, subject to the limitations stated in clauses 9.3 and 9.4 below. Xxxxxx agrees to provide Purchaser with prompt notice of any action or other proceeding brought against a Seller Indemnified Party for which such Seller Indemnified Party has indemnification rights hereunder, provided that the failure to provide such prompt notice shall not relieve Purchaser of its indemnification obligations hereunder except to the extent it is materially prejudiced thereby. Seller hereby agrees, and Seller shall procure that each other Seller Indemnified Party shall agree as a condition of being indemnified hereunder, that Purchaser will have the sole right to control the defense and settlement of any such action or other proceeding hereunder, provided that the Seller Indemnified Party may participate in the defense and settlement with its own attorneys at its expense, and provided, further, that Purchaser shall not be liable for or obligated under any compromise or settlement of such claim, action or proceeding without its prior written consent not to be unreasonably withheld or delayed. At Purchaser’s reasonable request, each Seller Indemnified Party shall provide Purchaser with reasonable assistance, at Purchaser’s expense, in its defense and settlement of such action, proceeding or claim.
Duty to Indemnify and Defend a) Licensor will indemnify Licensee against, and will defend or settle at Licensor’s own expense, any action or other proceeding brought against Licensee to the extent that it is based on a claim that the use of the Licensed Products as licensed in this Agreement infringes any United States copyright or that the Licensed Products incorporate any misappropriated trade secrets.
Duty to Indemnify and Defend. Virage Logic will indemnify Licensee against, and will defend or settle at Virage Logic’s own expense, subject to the limitations set forth in Section 9 of this Agreement, any action or other proceeding brought against Licensee to the extent that it is based on a claim that Virage Logic has knowingly infringed a registered copyright or U.S. patent issued as of the Effective Date, or that Virage Logic has knowingly incorporated any misappropriated trade secret in the Licensed Materials. Virage Logic will pay costs, damages, and expenses (including reasonable attorneys’ fees) finally awarded against Licensee, subject to the limitations set forth in Section 9 of this Agreement, in any such action or proceeding attributable to any such claim. Virage Logic will have no obligation under this Section as to any action, proceeding, or claim unless: (i) Virage Logic is notified of it promptly; (ii) Virage Logic has sole control of its defense and settlement; and (iii) Licensee provides Virage Logic with reasonable assistance in its defense and settlement
Duty to Indemnify and Defend. Customer shall indemnify, defend, and hold ---------------------------- harmless AT&T and its directors, officers, employees, agents, parent, subsidiaries, successors, and assigns from all claims, damages and expenses (including reasonable attorneys' fees) arising out of or resulting from, in whole or in part, the acts or omissions of Customer or its End-users, their employees, agents or contractors affiliated companies and their employees, agents or contractors, including but not limited to claims for libel, slander, invasion of privacy, or infringement of copyright arising from any communication and claims for patent infringement arising from combining or using facilities or equipment furnished by AT&T in connection with facilities or equipment furnished by others. Customer shall also indemnify, defend and hold AT&T harmless for all causes of action, claims, liabilities or expenses asserted or incurred by any of Customer's Users or End-users arising out of any failure, breakdown, or interruption of service provided to Customer by AT&T or to End-users by Customer. Customer shall indemnify, defend and hold AT&T harmless for all causes of action, claims, liabilities or expenses asserted or incurred by Customer's End-users due to Customer's marketing efforts, including but not limited to Customer's violation of laws and regulations applicable to the authorization and proof of authorization necessary to convert an End-user's former service to customer's service as the End-user's Primary Interexchange Carrier. AT&T shall be indemnified, defended, and held harmless by the Customer, Users and End-users against all claims, losses, or damages by any person relating to such service when used in an explosive atmosphere. CONFIDENTIAL AND PROPRIETARY BETWEEN AT&T AND CS INTL ___________________ _____________ Customer's Initials AT&T Initials CARRIER AGREEMENT SECTION 6, PAGE 1 OF 5 BETWEEN AT&T AND CS INTL GENERAL TERMS AND CONDITIONS ------------------------------------------------------------------------------ CARRIER AGREEMENT BETWEEN AT&T AND CS INTL
Duty to Indemnify and Defend. (a) Licensor represents and warrants that the Products were independently developed. Licensor will indemnify Reseller against, and will defend or settle at Licensor's own expense, any action or other proceeding brought against Reseller to the extent that it is based on a claim that the use of the Products as licensed in this Agreement (other than derivative works created by or for Reseller pursuant to Sections 2.4 or 2.5) infringes any copyright in the United States or any other country in which Licensor or its affiliates directly distribute the Products as of the Effective Date or in the future, infringes any patent, or that the Products incorporate any misappropriated trade secrets.
Duty to Indemnify and Defend. Virage Logic will indemnify Licensee against, and will defend or settle at Virage Logic’s own expense any claim made or action or other proceeding brought against Licensee (i) to the extent that it is based on a claim that Virage Logic has infringed a U.S., European Union, Japan, South Korea, Republic of China (Taiwan), or Canada patent or has misappropriated or any other third party Intellectual Property Rights and/or Marks which caused damage to Licensee or any third party. Virage Logic will pay costs, damages, and expenses (including reasonable attorneys’ fees and costs) incurred by Licensee in any such action or proceeding or otherwise attributable to any such claim. Virage Logic will have no obligation under this Section as to any action, proceeding, or claim unless: (i) Virage Logic is notified of it promptly; (ii) Virage Logic has sole control of its defense and settlement; and (iii) Licensee provides Virage Logic with reasonable assistance in its defense and settlement.
Duty to Indemnify and Defend. LANDLORD shall not be liable and TENANT hereby waives all claims against landlord for any damage to any property or any injury to any person in or about the Premises by or from any cause whatsoever, except to the extent caused by or arising from the negligence, gross negligence or willful misconduct of LANDLORD or its agents, employees or contractors. TENANT will protect, indemnify, defend, and save LANDLORD, its partners, shareholders, employees, officers, directors, agents and their respective successors and assigns harmless from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses (including without limitation reasonable attorney’s fees and expenses) imposed upon, incurred by or asserted against LANDLORD by reason of (a) any accident, injury to or death of persons or loss of or damage to property occurring on or about the Premises or any part thereof or the adjoining properties, sidewalks, curbs, streets or ways, or resulting from an act or omission of TENANT or anyone claiming by, through or under TENANT; (b) any failure on the part of TENANT to perform or comply with any of the terms of this Agreement or any other agreements affecting the Premises; (c) the use, occupation condition, or operation of the Premises or any part thereof; or (d) performance of any labor or services or the furnishing of any materials or other property in respect of the Premises or any part thereof. In case any action, suit or proceeding is brought against LANDLORD by reason of any such occurrence, TENANT will, at TENANTS sole expense, resist and defend such action, suit or proceeding, or cause the same to be resisted and defended with counsel acceptable to LANDLORD. TENANT agrees that TENANT’S duty to defend LANDLORD is a separate duty which shall arise immediately upon presentation of a claim. Notwithstanding the foregoing, TENANT shall not be responsible for the sole negligence, gross negligence and/or willful misconduct of LANDLORD, its affiliates or their employees.Further, TENANT and LANDLORD agree that this section does not require, is not intended to require, and shall not be interpreted to require, TENANT to agree to the exculpation or limitation of any liability of the LANDLORD arising under law or to indemnify the LANDLORD for that liability or the costs connected therewith if the liability is based upon an act or omission of the LANDLORD or any agent or employee of the LANDLORD.
Duty to Indemnify and Defend. The Undersigned further agree to indemnify, defend, and hold harmless CRF, its officers, employees, agents, successors and assignees (the “Indemnified Parties”) from and against any and all claims and liabilities resulting from participation in CRF activities.
Duty to Indemnify and Defend. (i) Subject to the limitations set forth in Section 13, MSS will indemnify Representative against, and will defend or settle at MSS's own expense, any action or other proceeding brought against Representative to the extent that it is based on a claim that the use of PST as delivered under this Agreement infringes any copyright, misappropriates any trade secret, or infringes any patent.
Duty to Indemnify and Defend. Customer shall indemnify, defend and hold harmless Teltran and its directors, employees, agents, parent, subsidiaries, successors, and assigns from all claims, damages and expenses arising out of or resulting from, in whole or in part, the acts or omissions of Customer or its End-users, their employees, agents or contractors affiliated companies and their employees, agents or contractors, including but not limited to claims for libel, slander, invasion of privacy, or infringement arising form combining or using facilities or equipment furnished by Teltran in connection with facilities or equipment furnished by others. Customer shall also indemnify, defend and hold Teltran harmless form all causes of action., claims, liabilities or expenses asserted or incurred by any of Customer's Users of End-users arising out of any failure, breakdown, or interruption of service provided to Customer by Teltran or to End-users by Customer. Customer shall indemnify, defend and hold Teltran harmless from all causes of action, claims, liabilities or expenses asserted or incurred by Customer's End-users due to Customer's marketing efforts, including but not limited to Customer's violation of laws and regulations applicable to the authorization and proof of authorization necessary to convert an End-user's former service to Customer's service as the End-user's Primary Interexchange Carrier.
