INDEMNIFICATION BY CALYX Sample Clauses

INDEMNIFICATION BY CALYX. Calyx agrees that Calyx shall, at its expense, defend, indemnify, and hold harmless Subscriber and its affiliates (including, its officers, directors, employees, agents, attorneys, independent contractors and professional advisors) from and against any and all claims, demands, liabilities, costs, expenses (including, all reasonable attorneys’ fees and costs), losses, damages, judgements, or settlements arising or resulting from any claims, demands, actions, and other proceedings by any party, including any third party, to the extent such arise out of or relate to: (a) any suit or claim that the Software infringes or misappropriates any third party’s U.S. copyright, patent, trademark or trade secret; (b) any material breach by Calyx of any of the terms and conditions of this Agreement, including, but not limited to, warranties, (except as set forth in Section 19), covenants, obligations and/or representations; or (c) to the extent not covered in the preceding sub-paragraphs, any negligent act, error or omission, or intentional misconduct of Calyx, its permitted subcontractors, or their officers, directors, agents, invitees, employees, or other persons acting on Calyx’s behalf. The terms of this section shall survive the termination of this Agreement for whatever reason, but only as to acts defined in the preceding sub-paragraphs which occur during the term of this Agreement.
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Related to INDEMNIFICATION BY CALYX

  • Indemnification by Company The Company shall, to the maximum extent permitted by law, indemnify and hold harmless each Holder participating in any Offering pursuant to this Agreement, any underwriter for such Holder and each person, if any, who controls (as defined in the Act) such Holder or such underwriter against any losses, claims, damages, liabilities, judgments, settlements, awards and expenses (including attorneys' fees) (each a "Loss" and collectively "Losses") to which such Holder or underwriter or controlling person may become subject under the Act or otherwise, insofar as such Losses are caused by, based upon, arise out of, or relate to, any untrue statement or alleged untrue statement of any material fact contained in the registration statement for such Offering, any prospectus contained therein, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the Company shall not be liable in any such case to the extent that any such Loss is caused by, is based upon, arises out of, or relates to, an untrue statement or alleged untrue statement or omission or alleged omission made in conformity with written information furnished by such Holder or underwriter specifically for use in preparation of such registration statement, prospectus, amendment or supplement or if, in respect to such statement, alleged statement, omission or alleged omission, the final prospectus for such registration statement corrected such statement, alleged statement, omission or alleged omission and a copy of such final prospectus was not sent or given by or on behalf of such Holder at or prior to the confirmation of the sale of shares of Common Stock of such Holder with respect to which such Loss relates. The Company shall reimburse each such Holder, underwriter or controlling person for any legal or other expenses incurred by such Holder, underwriter or controlling person in connection with investigating or defending against any such Loss as incurred if such Holder, underwriter or controlling person has provided to the Company an undertaking to repay such reimbursed expenses if it is determined that such Holder, underwriter or controlling person was not entitled to indemnification hereunder.

  • Indemnification by Buyer Subject to the other terms and conditions of this Article VIII, Buyer shall indemnify and defend each of Seller and its Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:

  • Indemnification by Contractor (a) Contractor shall defend, indemnify and hold harmless District, its officers, directors, employees, agents, volunteers, and Affiliates and District’s Board of Education from any and all damages, costs and expenses, including attorneys’ fees, arising out of any third party claims for damages for bodily injury (including death) or for damage to real property or tangible personal property resulting from, arising out of or otherwise related to Contractor’s performance of this Agreement.

  • Indemnification by Xxxxxxxx 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.

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