Indemnification by Dell Sample Clauses

Indemnification by Dell. Subject to the remainder of this Clause 15 (Indemnities), Dell will: (a) defend Distributor against any claim made by a third party to the extent it alleges that the APEX Service purchased from Dell or used by Distributor in compliance with the Agreement infringes that party’s patent, copyright, or trade secret enforceable in the country where Distributor ordered the APEX Service from Dell (in this Clause “Dell Indemnified Claim”); and (b) indemnify Distributor by paying: (i) the resulting costs and damages finally awarded against Distributor by a court of competent jurisdiction to the extent they result from the Dell Indemnified Claim; or (ii) the amounts stated in a written settlement negotiated and approved by Dell. In addition, should any APEX Service become, or in Dell’s opinion be likely to become, the subject of a Dell Indemnified Claim, Dell may, at its option: (1) modify or replace the affected APEX Service with a non- infringing substitute; or (2) terminate the APEX Service and refund any fees Distributor prepaid to Dell for the portion of APEX Service that will not be provided as a result of the termination. Dell will not be liable for any claims or damages due to Distributor’s continued sale or use of an APEX Service that Dell has modified, replaced, or terminated as provided herein. Except as otherwise provided by law, this Clause 15.2 (Indemnification by Dell) states Distributor’s exclusive remedies for any Dell Indemnified Claim relating to the APEX Service. Nothing in the Agreement or elsewhere will obligate Dell to provide Distributor any greater indemnity.
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Indemnification by Dell. Subject to Section 9.10, from and after the Distribution Effective Time, Dell shall, and shall cause the other members of the Dell Group to, to the fullest extent permitted by Law, indemnify, defend and hold harmless VMware and each other member of the VMware Group and each of their respective Affiliates and current and former directors, officers and employees (in each case, in their respective capacities as such), and each of the heirs, executors, trustees, administrators, successors and assigns of any of the foregoing (collectively, the “VMware Indemnitees”) from and against any and all Liabilities of the VMware Indemnitees relating to, arising out of or resulting from, directly or indirectly, any of the following items (without duplication): (a) any Asset or Liability of the Dell Group (or failure of Dell, any other member of the Dell Group or any other Person to pay, perform or otherwise promptly discharge any Liabilities of the Dell Group in accordance with their terms, whether prior to, at, or after the Distribution Effective Time) or the operation of any business conducted by any member of the Dell Group prior to, at, or after the Distribution Effective Time (including any act or failure to act by any Representative of any member of the Dell Group (whether or not such act or failure to act is or was within such Person’s authority)); (b) any Liability that is expressly contemplated by this Agreement or any Inter-Company Agreement (including the Schedules hereto and thereto and irrespective of any future termination of such Inter-Company Agreement) as Liabilities to be assumed or retained by Dell or any member of the Dell Group; (c) any breach of, or failure to perform or comply with, any covenant, undertaking or obligation of a member of the Dell Group contained in this Agreement that survives the Distribution Effective Time pursuant to Section 12.1 or contained in any Inter-Company Agreement; and (d) any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (i) with respect to all information contained in or incorporated into any document contemplated under Section 3.2(a), other than with respect to information relating solely to a member of the VMware Group and expressly provided by VMware for inclusion therein and (ii) with respect to all information contained in or incorporated into any docum...
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Indemnification by Dell. Dell will defend, indemnify, and hold Athena and its directors, officers, employees, agents, shareholders, partners and representatives harmless from and against any third party claims, losses, actions, demands, liabilities or damages, including reasonable attorneys’ fees, (collectively “Losses”) incurred with respect to a settlement between Athena and a third party (pursuant to the procedure set forth below with respect to compromise or settlement) or a final award by a Court of competent jurisdiction as payable by Athena to a third party (payable upon such settlement or award) and resulting from (i) a disclosure of Confidential Information of Athena in violation of Section 7 of this Agreement, (ii) a violation of the Business Associate Terms and Conditions hereto, (iii) bodily injury or death of a person (to the extent not resulting from the acts or omissions of Athena or any representative of Athena) arising as a proximate result of incorrect data entered in data fields in athenaNet System by Dell, (iv) liability for any taxes and/or any related interest or penalty and reasonable attorneys’ fees associated with any failure to fulfill Dell’ obligations as to taxes hereunder, or (v) infringement of any third party intellectual property rights solely by the Services provided by Dell to Athena under this Agreement. The foregoing indemnity in respect of any third party claim of infringement by the Services of any third party’s right in any intellectual property shall not apply to the extent the alleged infringement was based on or attributable to (A) any combination, operation or use of any Service with any equipment or programs which are not either supplied by Dell or specified in the Statement of Work or this Agreement for that purpose or approved by Dell; (B) use or modification of any intellectual property provided by Athena and such use or modification by Dell was within the scope of a Statement of Work and this Agreement; (C) compliance with the specifications provided by Athena; (D) any use by Athena of Services in a manner for which it was not designed or provided; (E) modifications of Services by Athena or any third-party unless approved by Dell, or (F) the use of any trademark, trade name, product name or similar right which was selected by Athena and used by Dell at the direction of Athena.
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Related to Indemnification by Dell

  • 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 7.1.1.1 arise out of or are based upon any untrue statements or alleged untrue statements of any material fact contained in a Disclosure Document for the Contracts or in the Contracts themselves or in sales literature generated or approved by you on behalf of the Contracts or Accounts (or any amendment or supplement to any of the foregoing) (collectively, “Company Documents” for the purposes of this Section 7), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this indemnity shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and was accurately derived from written information furnished to you by or on behalf of the Trust for use in Company Documents or otherwise for use in connection with the sale of the Contracts or Trust shares; or 7.1.1.2 arise out of or result from statements or representations (other than statements or representations contained in and accurately derived from Trust Documents as defined below in Section 7.2) or wrongful conduct of you or persons under your control, with respect to the sale or acquisition of the Contracts or Trust shares; or 7.1.1.3 arise out of or result from any untrue statement or alleged untrue statement of a material fact contained in Trust Documents as defined below in Section 7.2 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 if such statement or omission was made in reliance upon and accurately derived from written information furnished to the Trust by or on behalf of you; or 7.1.1.4 arise out of or result from any failure by you to provide the services or furnish the materials required under the terms of this Agreement; 7.1.1.5 arise out of or result from any material breach of any representation and/or warranty made by you in this Agreement or arise out of or result from any other material breach of this Agreement by you; or 7.1.1.6 arise out of or result from a Contract failing to be considered a life insurance policy or an annuity Contract, whichever is appropriate, under applicable provisions of the Code thereby depriving the Trust of its compliance with Section 817(h) of the Code. 7.1.2 You shall not be liable under this indemnification provision with respect to any Losses to which an Indemnified Party would otherwise be subject by reason of such Indemnified Party’s willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Party’s duties or by reason of such Indemnified Party’s reckless disregard of obligations and duties under this Agreement or to the Trust or Underwriter, whichever is applicable. You shall also not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified you in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify you of any such claim shall not relieve you from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the Indemnified Parties, you shall be entitled to participate, at your own expense, in the defense of such action. Unless the Indemnified Party releases you from any further obligations under this Section 7.1, you also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from you to such party of your election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and you will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation. 7.1.3 The Indemnified Parties will promptly notify you of the commencement of any litigation or proceedings against them in connection with the issuance or sale of the Trust shares or the Contracts or the operation of the Trust.

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