Indemnification 5. 补 偿 We will defend you, at our expense, against any third-party claim, demand, suit, or proceeding (“Claim”) brought against you by a nonaffiliated third-party alleging that a Product (including a Product that you access through the MCE Service) infringes or misappropriates an intellectual property right of the third-party and will indemnify you for and hold you harmless from any damages finally awarded to the third-party claimant or agreed to in settlement of the Claim. If your use of the Product is enjoined in connection with the Claim or we believe it reasonably could be enjoined, we may choose to either modify the Product to be non-infringing (while substantially preserving its utility and functionality) or obtain a license to allow for continued use of the Product or if these alternatives are not commercially reasonable, we may terminate your right to access and use the Product and refund any unused, prepaid Technical Support Services paid for the Product together with a refund of license fees paid for the Product (subject to depreciation on a straight line five-year basis). 就非关联公司的第三方指控某一产品（包括您通过MCE服务访问的产品）侵犯或盗用第三方知识产权而对您提起的任何第三方索赔、要求、诉讼或其他法律程序（“索赔”），我们将自行承担费用为您进行抗辩，赔偿您并使您免于因任何最终裁决向第三方权利请求人支付赔偿金或就索赔达成的和解遭受损害。如果索赔导致您被禁止使用产品，或者我们合理地认为您可能会被禁止使用产品，我们可以选择修改产品使其不侵权 （同时实质上保留其效用和功能）或获得许可以便您可以继续使用产品，或在这两种变通方式在商业上均不合理的情况下， 则我们可以终止您访问和使用产品的权利，并返还您已为产品支付的、任何未使用的预付技术支持服务费，以及您已为产品支付的许可费（按直线法扣除五年折旧）。 We will have no indemnification obligation, and you will indemnify us, for any Claim arising from or based upon (a) the misuse or unauthorized use of a Product or the use of a Product outside the scope of use identified in the Documentation, if the Claim would not have arisen without such use; or (b) any modification of a Product not authorized by us in writing, if the Claim would not have arisen without such modification; or (c) the combination of a Product with any third-party products, services or business processes not provided by us as part of a Product, if the Claim would not have arisen without such combination, or (d) the use of a Product in an unlawful or unauthorized manner, or (e) use of a prior version of a Product, if use of a newer version of the Product made generally available to our customers would have avoided the Claim, or (f) the use of Customer Content or a Third-Party Solution, or (g) a breach of the “Certain Obligations and Restrictions” or “Data Protection” sections of these General Terms or, as applicable, of the “MCE Service Obligations and Re...
Indemnification 5. 1.Each Licensee unconditionally, absolutely and irrevocably agrees to and shall defend, indemnify and hold harmless Licensor and each of Licensor's officers, directors, employees, successors or assigns (Licensor and such persons are collectively referred to as the “Licensor's Indemnified Persons”) from and against, and shall reimburse Licensor's Indemnified Persons for, each and every Loss (as defined below) threatened against, paid or incurred by, or imposed on, any Licensor's Indemnified Person, directly or indirectly, relating to, resulting from or arising out of: (a) any inaccuracy in any representation or warranty given by such Licensee, any breach or nonfulfillment of any covenant, agreement or other obligation of such Licensee under this Agreement, the schedules to the Agreement, or any agreement, schedule, certificate or other document delivered or to be delivered by Licensees pursuant hereto in any respect; and (b)any claim made based on facts alleged which, if true, would have constituted any such inaccuracy, breach or nonfulfillment. “Loss” means any loss, damage, injury, harm, detriment, decline in value, lost opportunity, liability, exposure, claim, demand, proceeding, settlement, judgment, award, punitive damage award, fine, penalty, tax, fee, charge, cost or expense (including costs of attempting to avoid or in opposing the imposition thereof, interest, penalties, costs of preparation and investigation, and the fees, disbursements and expenses of attorneys, accountants and other professional advisors). If any proceeding shall be brought or asserted under this Section 5 against a Licensor’s Indemnified Person by a third party in respect of which indemnity may be sought under this Section 5, from an indemnifying person or any successor thereto (the “Indemnifying Person”), the Licensor’s Indemnified Person shall undertake the defence, compromise or settlement of such proceeding , and the Indemnifying Person shall assume and pay all fees, costs and expenses relating to or associated with the Licensor’s Indemnified Person defence thereof, including all fees and costs of counsel and the payment of all costs and expenses in connection therewith. 5.2All other legal rights or remedies of Licensor are not affected by this Section 5. 5.3All representations and warranties shall survive until the expiration of the applicable statute of limitations. 6.
Indemnification 5. 1 Seller and the Company's Indemnity Obligations. --------------------------------------------------- (a) Upon receipt of notice thereof, Seller and the Company shall, jointly and severally, indemnify, defend, and hold harmless Buyer from any and all claims, demands, liabilities, damages, deficiencies, losses, obligations, costs and expenses, including attorney fees and any costs of investigation that Buyer shall incur or suffer, that arise, result from or relate to: (i) any breach of, or failure by Seller or the Company to perform, any of their representations, warranties, covenants, or agreements in this Agreement or in any schedule, certificate, exhibit, or other instrument furnished or to be furnished by Seller and/or the Company under this Agreement; and (ii) the employment of any of the Company's employees which is in violation of any law, regulation, or ordinance of any Governmental Entity. (b) Buyer shall notify promptly Seller and the Company of the existence of any claim, demand, or other matter to which Seller and the Company's indemnification obligations would apply, and shall give them a reasonable opportunity to defend the same at their own expense and with counsel of their own selection, provided that Seller shall at all times also have the right to fully participate in the defense. If Seller and the Company, within a reasonable time after this notice, fails to defend, Buyer shall have the right, but not the obligation, to undertake the defense of, and, with the written consent of Seller and the Company, to compromise or settle the claim or other matter on behalf, for the account, and at the risk, of Seller and the Company. 5.2
Indemnification 5. 5 S) 11 COUNTY hereby agrees to indemnify, hold harmless, and defend CITY, its elected officials, officers, agents, and employees, from and against any and all claims, loss, demands, damages, cost, expenses or liability arising 13 in connection with the occupancy and use of the Premises by COUNTY, except for liability arising out of the sole negligence or willful misconduct of CITY, its officers, agents, or employees, including the cost of defense 15 of any lawsuit arising therefrom.
Indemnification 5. 5 S) 15 16 COUNTY shall defend, indemnify and save harmless LESSOR, its officers, agents, and employees, 17 from and against any and all claims, demands, losses, or liabilities of any kind or nature which LESSOR, 18 its officers, agents, and employees may sustain or incur or which may be imposed upon them for injury 19 to or death of persons, or damage to property as a result of, or arising out of, the sole negligence of 20 COUNTY, its officers, agents, employees, subtenants, invitees, or licensees, in connection with the 21 occupancy and use of the Premises by COUNTY. 22 23 Likewise LESSOR shall defend, indemnify and save harmless COUNTY, its officers, agents, and 24 employees from and against any and all claims, demands, losses, or liabilities of any kind or nature 25 which COUNTY, its officers, agents, and employees may sustain or incur or which may be imposed 26 upon them for injury to or death of persons, or damage to property as a result of, or arising out of, the 27 sole negligence of LESSOR, its officers, agents, employees, invitees, or licensees, in connection with the 28 ownership, maintenance, or use of the Premises. 29
Indemnification 5. 5 S) 32 COUNTY shall defend, indemnify and save harmless DISTRICT, its officers, agents and 33 employees, from and against any and all claims, demands, losses or liabilities of any kind or 34 nature including reasonable attorney fees and litigation costs which DISTRICT, its officers, 35 agents and employees may sustain or incur or which may be imposed upon them for injury to or 36 death of persons, or damage to property as a result of, or arising out of, the sole negligence of 37 COUNTY, its officers, agents, employees, subtenants, invitee, or licensees, in connection with 38 theuse of thePremises by COUNTY. Likewise DISTRICT shall defend, indemnify and save 39 harmless COUNTY, its officers, agents and employees from and against any and all claims, 40 demands, losses, or liabilities of any kind or nature including reasonable attorney fees and 41 litigation costs which COUNTY, its officers, agents and employees may sustain or incur or which 42 maybe imposeduponthem forinjury toordeath or persons, ordamage to property asa result ProjectNo.: GA 1239-57-1 Project Name: 800 MHZ Project Location: O.C. Sanitation District Treatment Plant #2 1 of, or arising out of, the sole negligence of DISTRICT, its officers, agents, employees, invitee, or 2 licensees, in connection with the ownership or use of the Premises. 3
Indemnification 5. 5 S) COUNTY hereby agrees to indemnify, hold harmless, and defend CITY, its elected officials, officers, agents, and employees, from and against any and all claims, loss, demands, damages, cost, expenses or liability arising in connection with the occupancy and use of the Premises by COUNTY,out of the ownership, maintenance, or use of the Premises, except for liability arising out of the concurrent active or sole active negligence or willful misconduct of CITY, its officers, agents, or employees, including the cost of defense of any lawsuit arising therefrom. In the event judgment is entered against COUNTY and CITY because of the concurrent active negligence of COUNTY and CITY, their officers, agents, or employees, an apportionment of liability to pay such judgment shall be made by a court of competent jurisdiction. Neither Party shall request a jury apportionment. CITY hereby agrees to indemnify, hold harmless, and defend COUNTY, its elected and appointed officials, officers, agents, and employees, with counsel approved by COUNTY, against any and all claims, loss, demands, damages, cost, expenses or liability arising out of the ownership or , maintenance , or use of the Premises, except for liability arising out of the concurrent active or sole negligence of COUNTY, its officers, agents, or employees, including the cost of defense of any lawsuit arising therefrom. In the event COUNTY is named as co-defendant, CITY shall notify COUNTY of such fact and shall represent COUNTY, with counsel approved by COUNTY, in such legal action unless COUNTY undertakes to represent itself as co-defendant in such legal action, in which event CITY shall pay to COUNTY its litigation costs, expenses and attorney’s fees. In the event judgment is entered against COUNTY and CITY because of the concurrent active negligence of COUNTY and CITY, their officers, agents, or employees, an apportionment of liability to pay such judgment shall be made by a court of competent jurisdiction. Neither Party shall request a jury apportionment. COUNTY hereby agrees to indemnify, hold harmless, and defend CITY, its officers, agents, and employees, against any and all claims, loss, demands, damages, cost, expenses or liability arising out of the ownership, maintenance, or use of the Premises, except for liability arising out of the concurrent active or sole negligence of CITY, its officers, agents, or employees, including the cost of defense of any lawsuit arising therefrom. In the event judgment ...
Indemnification 5. 배상책임 We will defend you, at our expense, against any third-party claim, demand, suit, or proceeding brought against you by a nonaffiliated third-party alleging that a Product (including a Product that you access through the MCE Service) infringes or misappropriates an intellectual property right of the third-party (“Claim”) and will indemnify you for and hold you harmless from any damages finally awarded to the third-party claimant or agreed to in settlement of the Claim. If your use of the Product is enjoined in connection with the Claim or we believe it reasonably could be enjoined, we may choose to either modify the Product to be non-infringing (while substantially preserving its utility and functionality) or obtain a license to allow for continued use of the Product or if these alternatives are not commercially reasonable, we may terminate your right to access and use the Product and refund any unused, prepaid Technical Support Services paid for the Product together with a refund of license fees paid for the Product (subject to depreciation on a straight line five-year basis). 당사는 본건 제품(귀사가 MCE 서비스를 통해 액세스하는 본건 제품 포함)이 제 3 자의 지적재산권을 침해하거나 오용한다고 주장하며 독립적인 제 3 자가 귀사를 상대로 제기한 청구, 요구, 소송 또는 절차(“청구”)에서 당사의 비용으로 귀사를 방어하고, 제 3 자 신청인에게 최종적으로 판정으로 수여되거나 분쟁을 화해하기위해 합의된 화해조건에 관하여 귀사를 면책하겠습니다. 귀사가 본건 제품을 사용하는 것이 청구와 관련하여 금지되거나 당사가 합리적으로 금지될 수 있다고 판단하는 경우, 당사는 본건 제품을 (실질적으로 그 활용성 및 기능성은 유지하되) 침해하지 않도록 수정하거나, 본건 제품을 계속해서 사용하는 것을 허락하는 라이선스를 취득하거나, 앞선 두 대안이 상업적으로 타당하지 못할 경우 당사는 본건 제품에 대한 귀사의 액세스 권한과 사용을 해지하고, (5 년 정액법에 따라 감가상각하여) 본건 제품을 위하여 Notwithstanding the foregoing, we will have no indemnification obligation for any Claim arising from or based upon (a) the misuse or unauthorized use of a Product or the use of a Product outside the scope of use identified in the Documentation, if the Claim would not have arisen without such use; or (b) any modification of a Product not authorized by us in writing, if the Claim would not have arisen without such modification; or (c) the combination of a Product with any third-party products, services or business processes not provided by us as part of a Product, if the Claim would not have arisen without such combination, or (d) the use of a Product in an unlawful or unauthorized manner, or (e) use of a prior version of a Product, if use of a newer version of the Product made generally available to our customers current on Technical Support Services would have avoided the Claim following our written notification to such customers r...
Indemnification 5
