Indemnification by CA Sample Clauses

Indemnification by CA. CA will indemnify, defend, and/or at its option, settle any third party claims that the CA Offering as used per the Documentation infringes or misappropriates any third party valid patent, copyright or trademark or illegally misappropriates a third party’s trade secret within the jurisdictions in which Customer is authorized to use the CA Offering. CA may, at its option and expense: (i) procure for Customer the right to continue to use the applicable CA Offering; (ii) repair, modify or replace the CA Offering so that it is no longer infringing; or (iii) terminate the Agreement for the applicable CA Offering upon thirty (30) days’ notice and in respect of SaaS, refund any unused prepaid fees calculated against the remainder of the subscription term as of the effective date of such termination and in respect of the Services provide a pro-rata refund of the fees paid for the Services or Deliverable(s) that caused such infringement.
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Indemnification by CA. CA shall indemnify, defend and hold harmless AI, 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) the failure of CA to pay, perform or otherwise promptly discharge any liability of CA other than the AI liabilities whether prior to or after the date hereof; (b) the conduct by CA of its business; and (c) any breach by CA of this Agreement.
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Indemnification by CA. CA hereby agrees to indemnify and hold Seller harmless from and against any Damages incurred after the Effective Date arising out of or resulting from: (a) CA's failure to perform its obligations under the Customer Agreements of Seller assigned to CA pursuant to Section 2.3 hereof for periods after the Closing Date; (b) Any breach or default in the performance by CA of any covenant or agreement of CA contained herein, in any agreement contemplated hereby or executed in connection herewith, or in any Schedule or Exhibit hereto or thereto, or in any certificate or other instrument delivered or to be delivered by or on behalf of CA pursuant hereto or thereto; and (c) Any breach of warranty or inaccurate representation made by CA herein, in any agreement contemplated hereby or executed in connection herewith, or in any Schedule or Exhibit hereto or thereto, or in any certificate or other instrument delivered or to be delivered by or on behalf of CA pursuant hereto or thereto.
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Indemnification by CA. CA hereby agrees to indemnify and hold Sellers and DSSI harmless from and against any liabilities, losses, damages, claims, costs and expenses incurred after the Closing Date arising out of or resulting from: (a) CA's failure to perform its obligations under the Assumed Liabilities of Sellers assigned to CA pursuant to Section 2.2 hereof for periods after the Closing Date; (b) liabilities for bugs or other errors in the Products resulting from any alterations, enhancements or modifications to the Products made by CA after the Closing Date; or (c) any liabilities for claims of infringement of third party intellectual property rights relating to any changes, alterations, enhancements or modifications to the Products made by CA after the Closing Date; provided, however, that above indemnification obligations of CA shall not extend to any claims arising from any misrepresentation, breach of warranty or non-fulfillment by the Sellers or DSSI of any covenant or agreement on the part of the Sellers or DSSI contained in this Agreement or in any statement, attachment, schedule, exhibit or certificate furnished or to be furnished to CA pursuant hereto or in connection with the transactions contemplated hereby of the terms and conditions of this Agreement.
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Related to Indemnification by CA

  • Indemnification by ▇▇▇▇▇ ▇▇▇▇▇ 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 ▇▇▇▇▇ 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 ▇▇▇▇▇ 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 ▇▇▇▇▇ has not furnished any information to the Fund for inclusion in the Prospectus.

  • Indemnification by ▇▇▇▇▇▇ The Holder shall indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely upon: any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading (i) to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished in writing by the Holder to the Company expressly for inclusion in such Registration Statement or such Prospectus or (ii) to the extent, but only to the extent, that such information relates to the Holder’s information provided in the Selling Stockholder Questionnaire or the proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by the Holder expressly for use in a Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose), such Prospectus or in any amendment or supplement thereto. In no event shall the liability of the selling Holder be greater in amount than the dollar amount of the proceeds (net of all expenses paid by the Holder in connection with any claim relating to this Section 5 and the amount of any damages the Holder has otherwise been required to pay by reason of such untrue statement or omission) received by the Holder upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.

  • Indemnification by ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇’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).

  • Indemnification by ▇▇▇▇▇▇▇▇ The Borrower shall indemnify each Recipient, within 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified 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 the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.

  • Indemnification by Us We shall defend You against any claim, demand, suit, or proceeding (“Claim”) made or brought against You by a third party alleging that the use of the Services as permitted hereunder infringes or misappropriates the intellectual property rights of a third party, and shall indemnify You for any damages finally awarded against, and for reasonable attorney fees incurred by, You in connection with any such Claim; provided, that You (a) promptly give Us written notice of the Claim; (b) give Us sole control of the defense and settlement of the Claim (provided that We may not settle any Claim unless the settlement unconditionally releases You of all liability and You may not make any admissions or settlements without Our prior written consent); (c) provide to Us all reasonable assistance, at Our expense; and (d) provided that such infringement or misappropriation of any third party's intellectual property rights is not resulting from: (i) Your or Your Users misuse of the Services or the Site; (ii) Your use of the Services together with a Third Party Application or integration; or (iii) from non-compliance by You or Your Users of the terms and conditions contained herein. In the event of a Claim against You, or if We reasonably believe the Services may infringe or misappropriate, We may in Our discretion and at no cost to You (i) modify the Services so that they no longer infringe or misappropriate, without breaching Our warranties under Section 9.1 (Our Warranties) above, (ii) obtain a license for Your continued use of the Services in accordance with this Agreement, or (iii) terminate Your User subscriptions for such Services upon 30 days’ written notice and refund to You any prepaid fees covering the remainder of the term of such User subscriptions after the effective date of termination.