Indemnification by MSP Sample Clauses

Indemnification by MSP. MSP will indemnify, defend and hold harmless Entrust and its Indemnified Associates (as defined below in Section 10.4 (Litigation & Additional Terms)) from and against any and all Claims, arising out of or related to: (i) MSP’s (Sub-MSP’s or Tenant’s) breach of the Agreement; (ii) Authentication Records, Customer Data, Profiles, Personal Data; or (iii) MSP's (Sub-MSP’s or Tenant’s) alleged or actual use of, misuse of, or failure to use the Service, including, without limitation: (a) Claims by Sub-MSPs, Tenants, Users, or by MSP's, Sub-MSP’s, or Tenants’ employees, subcontractors, agents, or customers; (b) Claims related to unauthorized disclosure or exposure of Authentication Records, Customer Data, Profiles, Personal Data; (c) Claims related to infringement, misappropriation or violation of a copyright, trademark, trade secret, or privacy or confidentiality right by written material, images, logos or other content uploaded to the Service through MSP Account, including, without limitation, in Authentication Records, Customer Data, Profiles, Personal Data, or in any MSP, Sub-MSP, or Tenant branding; and (d) Claims related to the injury to or death of any individual, or any loss of or damage to real or tangible personal property, caused by the act or omission of MSP, Sub-MSPs, Tenants, Users, and/or any MSP’s, Sub-MSPs’ or its Tenants’ employees, subcontractors or agents. Notwithstanding the foregoing, MSP will have no obligation to indemnify, defend and hold harmless Entrust and its Indemnified Associates from any Claim covered by Section 10.3 (Indemnification by Entrust) below.
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Indemnification by MSP. MSP agrees to defend, indemnify and hold harmless, Entrust against any and all third party claims, demands, suits or proceedings, costs, damages, losses, settlement fees, and expenses (including without limitation attorney fees and disbursements) arising out of or related to: (i) MSP’s breach of, or errors in providing, the representations and warranties set out in this Section 5 (Data and Privacy), (ii) the MSP Data, Personal Data, or Excluded Data provided by the MSP or its Users, (iii) any inaccuracies in any data provided by MSP or its Sub-MSPs, Tenants, and/or Users to Entrust; (iv) misuse or misconfiguration of, or failure to use, the Entrust Technology by the MSP or its Sub-MSPs, Tenants, and/or Users; (v) infringement, misappropriation or violation of a copyright, trademark, trade secret, or privacy or confidentiality right by written material, images, logos or other content uploaded to the Entrust Technology through the MSP Account; (vi) the injury to or death of any individual, or any loss of or damage to real or tangible personal property, caused by the act or omission of MSP or its Sub-MSPs, Tenants, and/or Users; (vii) violation of applicable law by MSP, Sub-MSPs, Tenants, or Users, or with respect to MSP Data; or (viii) any dispute between MSP and any Sub-MSP, Tenant, and/or User (“MSP-Related Claims”).
Sample 1
Indemnification by MSP. Subject to Section 6.1, MSP agrees to indemnify the Service Provider, its affiliates and their respective directors, officers, agents, employees, affiliates and successors, (each, a “SP Indemnified Party”) for, and to hold each SP Indemnified Party harmless from and against, any and all losses, liabilities, obligations, demands, claims, actions, cause of actions, costs, damages, deficiencies, taxes, penalties, fines or expenses, whether or not arising out of third party claims (including, without limitation, interest, penalties, reasonable attorneys’ fees and expenses, court costs and all amounts paid in investigation, defense or settlement of any of the foregoing) arising or resulting from (i) any breach of this Agreement by MSP, or (ii) the gross negligence or willful misconduct of MSP in the provision of the Legal Services (collectively, the “SP Losses”), except to the extent any such SP Losses are caused by the gross negligence or willful misconduct of a SP Indemnified Party.
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Indemnification by MSP 
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Related to Indemnification by MSP

  • 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

  • Indemnification by Fund Subject to the limitations set forth in this Agreement, each Fund agrees to indemnify and hold harmless the Custodian and its nominees from all losses, damages and expenses (including attorneys' fees) suffered or incurred by the Custodian or its nominee caused by or arising from actions taken by the Custodian, its employees or agents in the performance of its duties and obligations under this Agreement, including, but not limited to, any indemnification obligations undertaken by the Custodian under any relevant subcustodian agreement; provided, however, that such indemnity shall not apply to the extent the Custodian is liable under Sections 6 or 7 hereof. If any Fund requires the Custodian to take any action with respect to Securities, which action involves the payment of money or which may, in the opinion of the Custodian, result in the Custodian or its nominee assigned to such Fund being liable for the payment of money or incurring liability of some other form, such Fund, as a prerequisite to requiring the Custodian to take such action, shall provide indemnity to the Custodian in an amount and form satisfactory to it.

  • 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 Seller Seller shall, indemnify, defend, save and hold Purchaser, any assignee of Purchaser and their respective officers, directors, employees, agents and Affiliates (collectively, "Purchaser Indemnitees") harmless from and against all demands, claims, allegations, assertions, actions or causes of action, assessments, losses, damages, deficiencies, liabilities, costs and expenses (including reasonable legal fees, interest, penalties, and all reasonable amounts paid in investigation, defense or settlement of any of the foregoing and whether or not any such demands, claims, allegations, etc., of third parties are meritorious; collectively, "Purchaser Damages") asserted against, imposed upon, resulting to, required to be paid by, or incurred by any Purchaser Indemnitees, directly or indirectly, in connection with, arising out of, which could result in, or which would not have occurred but for, a breach of any representation or warranty made by Seller in this Agreement, in any certificate or document furnished at Closing pursuant hereto by Seller or any Ancillary Agreement to which Seller is or is to become a party, a breach or nonfulfillment of any covenant or agreement made by any Seller in this Agreement or in any Ancillary Agreement to which Seller is or is to become a party, and any and all liabilities of Seller of any nature whatsoever, whether due or to become due, whether accrued, absolute, contingent or otherwise, existing on the Closing Date or arising out of any transaction entered into, or any state of facts existing, prior to the Closing Date, except for any Assumed Liability. To the extent any Purchaser Indemnitee is entitled to collect Purchaser Damages, Purchaser shall, at its option and subject to the terms of the Escrow Agreement, be entitled to withdraw sufficient funds from the Escrow Fund pursuant to the Escrow Agreement in lieu of payment directly from Seller, and to the extent the amount due any Purchaser Indemnitee exceeds the balance of the funds held under the Escrow Agreement, Purchaser shall be entitled to collect such balance owned to Purchaser Indemnitee directly from Seller.

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