Indemnification by AI Clause Samples
The "Indemnification by AI" clause requires the party providing AI-related products or services to compensate the other party for losses, damages, or legal claims arising from the use or performance of the AI. Typically, this means that if the AI causes harm, infringes on intellectual property, or leads to third-party lawsuits, the provider must cover associated costs such as legal fees or settlements. This clause is essential for allocating risk and protecting the recipient from liabilities that may result from the AI's actions or failures.
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Indemnification by AI. AI shall indemnify and hold harmless Vysis and its Affiliates against any and all claims (including product liability and personal injury claims), demands, actions, proceedings, liabilities, losses, damages, costs and expenses, including, without limitation, reasonable expert witness and attorneys' fees and costs which may be asserted against or incurred by Vysis or its Affiliates, arising out of or related to (a) any claim or suit by a third party which is based upon a breach of any of the representations or warranties made by AI in Article 5, (b) any claim or suit by a third party which is based upon the conduct of the Business after the Closing Date, and (c) any breach by AI of its obligations or covenants hereunder.
Indemnification by AI. 18 10.3 Procedure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 10.4
Indemnification by AI. AI shall indemnify, defend and hold harmless CA, and each of its directors; officers and employees from and against any claim, loss, charge, cost, liability, expense (including litigation expenses and attorneys' fees and expenses), damage or cause of action relating to, arising out of or resulting from any of the following items (without duplication):
(a) failure by AI to pay, perform or otherwise promptly discharge any AI Liabilities in accordance with their respective terms, whether prior to or after the date hereof;
(b) the AI Assets or the conduct by AI of its business and operations (including any litigation pending or threatened or that arises in the future and primarily or exclusively involving the AI Assets; the AI Liabilities or AI's business); and
(c) any breach by AI of this Agreement.
Indemnification by AI. AI shall be liable to the Company and --------------------- Arrow Precision to indemnify, defend and hold harmless the Company and Arrow Precision from and against and in respect of any and all demands, claims, actions, causes of action, assessments, fines, losses, damages, liabilities, interest, penalties, costs and expenses (including, without limitation, reasonable legal fees and disbursements incurred in connection therewith) (any and all of which are sometimes referred to herein as a "Loss" or "Losses") resulting from, arising out of or imposed upon or incurred by the Company or Arrow Precision by reason of any breach of any representation, 26 June 3, 1996 (9:52am) ::ODMA\SOFTSOL\311\SOFTSOL\11546\0 warranty, covenant oragreement of AI contained in this Agreement or any agreement, certificate or document executed and delivered by AI pursuant hereto. Arrow Precision is an intended third-party beneficiary of this Agreement.
Indemnification by AI. 18 10.3 Procedure.............................................................................................. 18 10.4
Indemnification by AI. In addition to any and all duties of AI set forth in the Asset Purchase Agreement and this Agreement, AI shall defend, indemnify, and hold Webe▇ ▇▇▇mless from any costs, damages, liabilities, losses, lawsuits, and expenses (including without limitation interest, penalties and reasonable attorneys' fees) arising out of or relating to the Covered Claims.