Google Indemnification Obligations Sample Clauses

Google Indemnification Obligations. Google will defend Customer and its Covered Affiliates, and indemnify them against Indemnified Liabilities in any Third-Party Legal Proceeding to the extent arising from an allegation that the Google Indemnified Materials used in accordance with the Agreement infringe the third party’s Intellectual Property Rights.
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Google Indemnification Obligations. Google will indemnify Customer and its Affiliates participating under the Agreement (“Customer Indemnified Parties”), against Indemnified Liabilities in any Third-Party Legal Proceeding to the extent arising from an allegation that Customer Indemnified Parties’ use in accordance with the Agreement of Google Indemnified Materials infringes the third party’s Intellectual Property Rights.
Sample 1

Related to Google Indemnification Obligations

  • Indemnity Obligations An Indemnified Party seeking indemnification under this Agreement must notify Customer promptly of any event requiring indemnification. However, an Indemnified Party’s failure to notify will not relieve Customer from its indemnification obligations, except to the extent that the failure to notify materially prejudices Customer. Customer may assume the defense of any proceeding requiring indemnification unless assuming the defense would result in potential conflicting interests as determined by the Indemnified Party in good faith. An Indemnified Party may, at Customer’s expense, defend itself until Customer’s counsel has initiated a defense of the Indemnified Party. Even after Customer assumes the defense, the Indemnified Party may participate in any proceeding using counsel of its own choice and at its own expense. Customer may not settle any proceeding related to this Agreement unless the settlement also includes an unconditional release of liability for all Indemnified Parties. Customer’s indemnification obligations are not the sole remedy for Customer’s breach of this Agreement and are in addition to any other remedies available. Customer’s indemnification obligations hereunder are not an Indemnified Party’s sole remedy for events giving rise to indemnity by Customer hereunder, and are in addition to any other remedies an Indemnified Party may have against Customer under this Agreement.

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