Indemnification by MSI Clause Samples
Indemnification by MSI. MSI will indemnify, hold harmless, and defend ▇▇▇▇▇▇▇▇▇ and its officers, employees, and agents (each a “▇▇▇▇▇▇▇▇▇ Indemnitee”), against any and all claims, suits, losses, damages, costs, fees, and expenses resulting from, or arising out of, the activities of MSI outside the Field, except for any grossly negligent acts or omissions or willful misconduct of a ▇▇▇▇▇▇▇▇▇ Indemnitee and except for claims or suits brought by a ▇▇▇▇▇▇▇▇▇ Indemnitee against another ▇▇▇▇▇▇▇▇▇ Indemnitee. This indemnification will include, but will not be limited to, any product liability.
Indemnification by MSI. MSI shall indemnify and hold Customer harmless against liability to third parties (only for liability solely the fault of MSI) to the extent arising from the violation of any third party's copyright rights in connection with the use by Customer of the Software (i) as delivered by MSI to Customer herein and
Indemnification by MSI. MSI shall indemnify, defend and hold harmless MSP and its officers, directors, shareholders, agents, employees, representatives, successors and assigns (collectively the "MSP Indemnified Parties") harmless from and against any and all damages incurred by any of the MSP Indemnified Parties resulting from or in connection with any one or more of the following:
(a) Any misrepresentation, breach of warranty or failure to perform any covenant or agreement made or taken by MSI in this Agreement or in any other agreement delivered to MSP pursuant to this Agreement.
Indemnification by MSI. MSI shall indemnify and hold CNET harmless from and against any Losses that CNET may suffer, incur or be subjected to by reason of any legal action, proceeding, arbitration or other claim by a third party, whether commenced or threatened, arising out of or as a result of (a) the use of the Services by CNET; (b) the operation of the Services; or (c) damage caused by any virus, worm, "trojan horse," time bomb or similar contaminating or destructive feature attached or included with any Dispatch subsequent to receiving such Dispatch from CNET; provided however, MSI shall have no obligation under this section 8.2 for any Losses due to or arising from a Dispatch containing any of the items contained in section 8.1 above, unless CNET can conclusively prove that MSI was solely responsible for the inclusion of such item in a Dispatch without the approval of CNET.
Indemnification by MSI. MSI hereby agrees to indemnify and hold harmless TFX from and against any Damages arising out of or resulting from (i) the breach or inaccuracy of any representation or warranty made by MSI in this Agreement; or (ii) the breach by MSI of any covenant contained in this Agreement.
Indemnification by MSI. MSI shall indemnify, defend and hold harmless TSI and Brown and TSI's officers, dir▇▇▇▇▇s and shareholders and TSI's and Brown's agents, employees, re▇▇▇▇▇▇▇atives, successors and assigns (collectively the TSI Indemnified Parties") harmless from and against any and all damages incurred by any of the TSI Indemnified Parties resulting from or in connection with any misrepresentation, breach of warranty or failure to perform any covenant or agreement made or taken by MSI in this Agreement or in any other agreement delivered to TSI pursuant to this Agreement.
Indemnification by MSI. MSI hereby agrees to indemnify, defend and hold harmless each member of the NCR Group from and against all Damages asserted against, imposed upon or incurred by any member of the NCR Group, directly or indirectly, by reason of or resulting from (i) any breach or inaccuracy of any representation, warranty or covenant contained in this Agreement; (ii) the Assumed Contracts from and after the Closing Date to the extent assigned on the Closing Date and from and after the effective date of any such Assumed Contract if assigned to MSI after the Closing Date (but only if MSI has received written notice of such post-Closing Date assignments); (iii) the sale, license, use or operation of the Purchased Assets from and after the Closing Date; and (iv) the employment or termination of employment of the Transferred Employees which arise from and after the Closing Date.
Indemnification by MSI