Indemnification by ALERT Sample Clauses

Indemnification by ALERT. ALERT will defend Customer against any claims, demands, suits or proceedings made or brought by a third party against Customer to the extent based upon an allegation that the Software as furnished by ALERT hereunder and used by Customer within the scope of this Agreement, infringes any copyright or any U.S. patent or trademark rights of any third party (a “Claim”) and pay all amounts awarded by a court of law or agreed to in a mutually agreed to settlement of such Claim. THE FOREGOING STATES THE ENTIRE OBLIGATION OF ALERT AND ITS LICENSORS WITH RESPECT TO ANY ALLEGED OR ACTUAL INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS BY THE SOFTWARE. ALERT and its licensors shall have no liability under this Section to the extent that any Claims are based on (i) any combination of the Software with products, services, methods, content or other elements not furnished by ALERT, (ii) alteration or modification of the Software by anyone other than ALERT, (iii) ALERT’s compliance with Customer’s unique designs or specification, or (iv) any use of the Software in a manner that violates the terms of this Agreement.
Sample 1
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Indemnification by ALERT. Alert will defend, indemnity and hold Aquis, and its respective successors, officers, directors and controlling persons (the "Indemnified Aquis Group") harmless from and against all losses, liabilities, damages, costs or expenses (including reasonable attorney's fees, penalties and interest) payable to or for the benefit of, or asserted by, any party resulting from, arising out of, or incurred as a result of: (i) the breach of any representation made by Alert herein or in accordance herewith; (ii) the breach of any warranty or covenant made by Alert herein or in accordance herewith; (iii) any claim or any litigation, proceeding or governmental investigation arising out of Alert's operation of the Midwest Business after the Management Date; or (iv) Alert's failure to pay, perform or discharge any of its obligations, liabilities, agreements or commitments under this Agreement.
Sample 1

Related to Indemnification by ALERT

  • Indemnification by Xxxxx Xxxxx agrees to indemnify and hold harmless each of the Fund and the Manager, each of their directors, trustees, members, each of their officers who signed the Registration Statement, and each person, if any, who controls the Fund or the Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Fund or the Manager within the meaning of Rule 405 under the Securities Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 10, as incurred, but only with respect to (i) any failure by Xxxxx to comply with the prospectus delivery requirements applicable to Placement Shares and (ii) any untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), any sales material, or any Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Fund or the Manager by Xxxxx expressly for use in the Registration Statement (or any amendment thereto), any sales material, or any Prospectus (or any amendment or supplement thereto). The Fund and the Manager acknowledge that Xxxxx has not furnished any information to the Fund for inclusion in the Prospectus.

  • Indemnification By You 7.1.1 You agree to indemnify and hold harmless the Underwriter, the Trust and each of its Trustees, officers, employees and agents and each person, if any, who controls the Trust within the meaning of Section 15 of the 1933 Act (collectively, the "Indemnified Parties" and individually the "Indemnified Party" for purposes of this Section 7) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with your written consent, which consent shall not be unreasonably withheld) or expenses (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal counsel fees incurred in connection therewith) (collectively, "Losses"), to which the Indemnified Parties may become subject under any statute or regulation, or at common law or otherwise, insofar as such Losses are related to the sale or acquisition of shares of the Trust or the Contracts and

  • Indemnification by Xxxxxxx Each Lender shall severally indemnify the Administrative Agent, within ten (10) days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Loan Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties to do so), (ii) any Taxes attributable to such Xxxxxx’s failure to comply with the provisions of Section 10.6 relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this Section 2.20(e).

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