Indemnification by Microsoft Sample Clauses

Indemnification by Microsoft. Microsoft will defend, indemnify, and hold Supplier, its Affiliates, and their respective successors, directors, officers, employees, and agents (each a “Supplier Indemnified Party”) harmless from and against all Claims to the extent that such Claims arise out of or relate to (1) Microsoft’s negligent or willful acts or omissions resulting in bodily injury or death to any person or loss, disappearance, or damage to tangible or intangible property, violation of Supplier’s IP rights, or (2) Microsoft’s non-compliance with applicable laws, rules, or regulations. Microsoft will not be liable under this Section 8(b) (Indemnification by Microsoft) to the comparative extent that Claims result from a Supplier Indemnified Party’s negligent or willful acts.
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Indemnification by Microsoft. Microsoft will, at its sole expense and promptly upon INTERVIDEO’s written request, defend INTERVIDEO, its subsidiaries, licensees, and its respective directors, officers, employees, agents and independent contractors (collectively “INTERVIDEO Indemnitees”), and will pay any liabilities, damages, losses, judgments, authorized settlements, costs and expenses awarded to any third party, as well as INTERVIDEO’s reasonable expenses (including reasonable attorney’s fees) (collectively, “INTERVIDEO Claims”), resulting from either (i) a breach of Microsoft’s warranties hereunder or (ii) a claim or suit of infringement (including direct, contributory or inducement of infringement) of Third Party Licensed Technology brought by a Third Party IP Holder with respect to Microsoft’s exercise of the license rights granted herein, but excluding any INTERVIDEO Claim that arises from INTERVIDEO’s breach of its warranties or obligations hereunder.
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Indemnification by Microsoft. Microsoft agrees to indemnify, defend, ---------------------------- and hold E-Stamp and E-Stamp's successors, officers, directors and employees harmless from any and all actions, causes of action, claims, demands, costs, liabilities, expenses (including reasonable attorneys' fees) and damages arising out of or in connection with any claim made by a third party which, if true, would be a breach by Microsoft of its obligations under Section 7 or of any warranty set forth in this --------- Agreement.
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Indemnification by Microsoft. Microsoft will, at its expense and VerticalNet's request, defend and/or settle any third-party claim or action brought against VerticalNet, and VerticalNet's affiliates, directors, officers, employees, licensees, agents and independent contractors to the extent: (i) relating in any way to the MSN Service, bCentral, Microsoft.com or any other Web Site xxxhin the Microsoft family of Web Sites, and any services provided by Microsoft in connection with the MSN Service, bCentral, Microsoft.com or any other Web Site within the Microsoft family of Web Xxxxx, xxxxxding, without limitation, any third party claim or action alleging that the MSN Service, bCentral, Microsoft.com or any other Web Site within the Microsoft family of Web Xxxxx, xxx xny services provided by Microsoft in connection with the MSN Service, bCentral, Microsoft.com or any other Web Site within the Microsoft family of Web Xxxxx, xxxxxtes any applicable federal, state, provincial or local laws, regulations or ordinances, or infringes the copyrights, trademarks, service marks or other proprietary rights of any third party; or (ii) arising from any breach, or alleged breach that if true would constitute a breach, of a Microsoft warranty or representation or covenant set forth in this Agreement (collectively, "Microsoft Claims"). Microsoft will indemnify and hold VerticalNet harmless from and against any costs, damages and fees reasonably incurred by VerticalNet in the defense and/or settlement of the Microsoft Claims, including but not limited to reasonable fees of attorneys and other professionals, to the extent attributable to such Microsoft Claims, subject to Section 10.3. VerticalNet will provide Microsoft reasonably prompt notice in writing of any such Microsoft Claims and provide Microsoft with reasonable information and assistance, at Microsoft's expense, to help Microsoft to defend such Microsoft Claims.
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Indemnification by Microsoft. 9.2.1 Microsoft shall, at its expense and Company's request, defend any claim or action brought against Company that (a) if true, would constitute a breach of a warranty by Microsoft in Section 5.2, (b) the Acquired Assets as delivered by Microsoft to Company violate any third party's intellectual property or other proprietary rights (regardless of whether such claim arises before or after the Agreement Date), or (c) arises in connection with Microsoft's performance of its obligations under Article VIII hereof, and Microsoft will indemnify and hold Company harmless from and against any costs, damages and fees reasonably incurred by Company, including but not limited to fees of attorneys and other professionals, that are attributable to such claim. Company shall: (i) provide Microsoft reasonably prompt notice in writing of any such claim or action and permit Microsoft, through counsel mutually acceptable le to Microsoft and Company, to answer and defend such claim or action; and (ii) provide Company information, assistance and authority, at Microsoft's expense, to help Microsoft to defend such claim or action. Microsoft will not be responsible for any settlement made by Company without Microsoft's written permission which permission will not be unreasonably withheld. 9.2.2 Company shall have the night to employ separate counsel and participate in the defense of any claim or action covered by this Section 9.
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Indemnification by Microsoft. Microsoft agrees to indemnify, defend and hold harmless Novell and its successors, officers, directors and employees against any and all actions, causes of action, claims, demands, costs, liabilities, expenses (including reasonable attorneys fees and costs) and damages arising from (a) any claims that Microsoft has *** and/or (b) any claims brought by a third party that a *** . Novell will promptly notify Microsoft in writing of the claim, allow Microsoft to control, and cooperate with Microsoft in, the defense and any related settlement negotiations. Novell may participate in the proceedings through counsel of its own choosing at its option and expense.
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Indemnification by Microsoft. Microsoft shall indemnify, defend and hold the City and its elected officials, officers, directors, employees, agents, contractors and subcontractors harmless from any and all liabilities, damages, fines, penalties, costs, claims, interest and expenses (including costs of defense, settlement, and reasonable attorney fees) that arise from claims, allegations, suits, actions, causes of action, losses, penalties, judgments, awards for damages of any kind arising out of, or in connection with (i) Microsoft’s use of water provided by the City pursuant to this Agreement, (ii) breach of this Agreement; (iii) negligent or willful misconduct of Microsoft or its employees, agents, contractors and subcontractors; or (iv) violations of any federal, state or local law, statute, regulation, rule, ordinance, order, or government directive by CityMicrosoft or any person engaged by City to perform Services, on City’s behalfMicrosoft, except to the extent such claim, suit, action, loss, penalty, judgment, or award for damages arises from the breach of this agreement, negligence, intentional misconduct or other fault of the City.
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Indemnification by Microsoft. Microsoft will indemnify WebMD from and against any loss, claim, liability, damage, action or cause of action (including, without limitation, reasonable attorneys' fees) brought against WebMD by a third party and arising from or related to any material contained within the Network Framework, any materials provided by Microsoft to WebMD, or any breach by Microsoft of the foregoing warranties, provided that WebMD cooperates as set forth in Section 14.5. WebMD reserves the right to immediately replace the relevant content from the Health Channel as provided in this Agreement, pending the satisfactory resolution of such matter, in the event that WebMD receives a claim from a third party which alleges that the Health Channel or any portion thereof or any materials delivered hereunder: (a) violates any applicable laws, and/or (b) infringes the copyrights, trademarks, service marks or any other proprietary right of any third party; provided that WebMD in good faith believes that such allegation has merit.
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Related to Indemnification by Microsoft

  • 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 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.

  • Indemnification by Xxxxxx Xxxxxx agrees to indemnify and hold ------------------------- harmless RTI, each of RTI's directors and officers, and each person, if any, who controls RTI within the meaning of the Securities Act or the Exchange Act, from and against any losses, claims, damages or liabilities (or actions or proceedings in respect thereof) to which they may become subject (under the Securities Act or otherwise) insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of, or are based upon: (a) either an untrue statement made in or the omission of a material fact from such Registration Statement in reliance upon and in conformity with written information furnished to RTI by or on behalf of Abbott specifically for use in preparation of the Registration Statement, (b) the failure of Abbott to comply with the covenants or agreements contained in Section 2.6 hereof, or (c) any untrue statement or omission in any prospectus that is corrected in any subsequent prospectus that was delivered to Abbott prior to the pertinent sale or sales by Abbott, and Abbott will, as incurred, reimburse RTI and such persons for any legal or other expenses reasonably incurred in investigating, defending, or preparing to defend any such action, proceeding, or claim; provided, however, that in no event shall Xxxxxx'x cumulative aggregate liability under this Section 3.2, or under Section 3.4, or under Sections 3.2 and 3.4 together, exceed the net amount received by Abbott from the sale of the Shares to which such loss relates minus the amount of any damages which Abbott has otherwise been required to pay by reason of such untrue or allegedly untrue statement or omission or alleged omission. RTI - Reg. Rights Agmt May 2, 2000 -9-

  • Indemnification by Us We shall indemnify, defend, and hold You harmless against any claim, demand, suit, or proceeding made or brought against You by a third party alleging that the use of the Infrastructure or On-Demand Services as permitted hereunder infringes or misappropriates any patent, copyright, or other intellectual property right of a third party or violates applicable law (a “Claim Against You”), and shall indemnify You for any losses, costs, damages, expenses, and liabilities, including court costs and reasonable legal fees, suffered or incurred by You in connection with any claim, demand, suit, or proceeding as a result of, and/or for amounts paid by You under a court-approved settlement of, a Claim Against You; provided that You (a) promptly give Us written notice of the Claim Against You upon Your obtaining knowledge of the Claim; (b) give Us sole control of the defense and settlement of the Claim Against You (provided that We may not settle any Claim Against You without your express written consent unless the settlement unconditionally releases You of all liability and does not impose any obligations or require any affirmative action on Your part); and (c) provide to Us all reasonable assistance, at Our expense. In the event of a Claim Against You, or if We reasonably believe the Infrastructure may infringe or misappropriate, We may in Our discretion and at no cost to You (i) modify the Infrastructure so that they no longer infringe or misappropriate, without breaching Our warranties under “Our Warranties” above, (ii) obtain a license for Your continued use of the Infrastructure in accordance with this Agreement, or (iii) terminate Your Customer subscriptions for such Infrastructure upon 30 days’ written notice and refund to You any prepaid fees covering the remainder of the term of such Customer subscriptions after the effective date of termination.

  • Indemnification by Client Client shall indemnify and hold Dalmore, its affiliates and their representatives and agents harmless from, any and all actual or direct losses, liabilities, judgments, arbitration awards, settlements, damages and costs (collectively, “Losses”), resulting from or arising out of any third party suits, actions, claims, demands or similar proceedings (collectively, “Proceedings”) to the extent they are based upon (i) a breach of this Agreement by Client, (ii) the wrongful acts or omissions of Client, or (iii) the Offering.

  • Indemnification by Owner To the fullest extent permitted by law, Owner shall indemnify and hold harmless Engineer, Engineer’s officers, directors, partners, agents, employees, and Consultants from and against any and all claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals, and all court, arbitration, or other dispute resolution costs) arising out of or relating to the Project, provided that any such claim, cost, loss, or damage is attributable to bodily injury, sickness, disease, or death or to injury to or destruction of tangible property (other than the Work itself), including the loss of use resulting therefrom, but only to the extent caused by any negligent act or omission of Owner or Owner’s officers, directors, partners, agents, consultants, or employees, or others retained by or under contract to the Owner with respect to this Agreement or to the Project.

  • 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).

  • Indemnification by SpinCo Except as otherwise specifically set forth in this Agreement or in any Ancillary Agreement, to the fullest extent permitted by Law, SpinCo shall, and shall cause the other members of the SpinCo Group to, indemnify, defend and hold harmless Parent, each member of the Parent Group and each of their respective past, present and future directors, officers, employees and agents, in each case in their respective capacities as such, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “Parent Indemnitees”), from and against any and all Liabilities of the Parent Indemnitees relating to, arising out of or resulting from, directly or indirectly, any of the following items (without duplication): (a) any SpinCo Liability; (b) any failure of SpinCo, any other member of the SpinCo Group or any other Person to pay, perform or otherwise promptly discharge any SpinCo Liabilities in accordance with their terms, whether prior to, on or after the Effective Time; (c) any breach by SpinCo or any other member of the SpinCo Group of this Agreement or any of the Ancillary Agreements; (d) except to the extent it relates to a Parent Liability, any guarantee, indemnification or contribution obligation, surety bond or other credit support agreement, arrangement, commitment or understanding for the benefit of any member of the SpinCo Group by any member of the Parent Group that survives following the Distribution; and (e) 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, with respect to all information contained in the Form 10, the Information Statement (as amended or supplemented if SpinCo shall have furnished any amendments or supplements thereto) or any other Disclosure Document, other than the matters described in clause (e) of Section 4.3.

  • Indemnification by Manager The Manager agrees to indemnify and hold harmless the Company, each of its directors, each of its officers who signs the Registration Statement, and each person who controls the Company within the meaning of either the Act or the Exchange Act, to the same extent as the foregoing indemnity from the Company to the Manager, but only with reference to written information relating to the Manager furnished to the Company by the Manager specifically for inclusion in the documents referred to in the foregoing indemnity; provided, however, that in no case shall the Manager be responsible for any amount in excess of the Broker Fee applicable to the Shares and paid hereunder. This indemnity agreement will be in addition to any liability which the Manager may otherwise have.

  • Indemnification by Licensor Licensor shall defend, indemnify and hold harmless Licensee and its Affiliates, and their respective officers, directors, employees, agents, shareholders, successors and assigns, (collectively, the “Licensee Parties”) from and against any claim, suit, demand or action (“Action”), and any and all direct losses suffered or incurred by Licensee in connection with any third party claims (a) arising out of or resulting from any breach by Licensor of any provision of this Agreement or (b) that use of the Licensed Marks by Licensee in accordance with the terms and conditions of this Agreement infringes or otherwise violates a third party’s Trademarks. Licensor’s obligation to indemnify Licensee shall be conditioned on (a) Licensee’s provision to Licensor of prompt notice of such an Action (except where any delay does not materially prejudice Licensor); (b) Licensee’s reasonable cooperation with Licensor in the defense and settlement of such an Action at Licensor’s cost; and (c) Licensor having exclusive control of the defense, settlement and/or compromise of such an Action (provided that Licensor may not settle any Action in a manner that adversely affects Licensee without Licensee’s prior written consent, not to be unreasonably withheld or delayed).

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