Indemnification by Oem Sample Clauses

Indemnification by Oem. OEM shall indemnify, defend and hold harmless Manufacturer and its directors, officers, employees and agents from and against any and all claims, suits, proceedings and actions brought or threatened against Manufacturer that in any way relate to, arise from or result from OEM's actions pursuant to this Agreement, other than claims that the Products (without modification by OEM) infringe or misappropriate any third party's patent, copyrights, trade secret or trademark rights in the United States (other than claims failing within the last sentence of Section 17.1 above).
Sample 1
AutoNDA by SimpleDocs
Indemnification by Oem. OEM shall defend, indemnify and hold IMG and its affiliated companies harmless from any and all claims by any other party (including reasonable attorneys' fees and costs of litigation) resulting from OEM's own breaches, acts, omissions or misrepresentations, including but not limited to OEM's combining (or its authorizing others to combine) the IMG Products with any products not provided by IMG.
Sample 1
Indemnification by Oem. OEM will defend InSkill and its Affiliates against any claim, demand, suit or proceeding made or brought against InSkill by a third party alleging (a) that any OEM Content or OEM’s use of OEM Content with the Services, or (b) the combination of software or services provided by or on behalf of OEM and used with the Services, infringes or misappropriates such third party’s intellectual property rights, or arising from OEM’s use of the Services or Content in an unlawful manner or in violation of the Agreement, the Documentation, or Order Form (each a “Claim Against InSkill”), and will indemnify InSkill from any damages, attorney fees and costs finally awarded against InSkill as a result of, or for any amounts paid by InSkill under a settlement approved by OEM in writing of, a Claim Against InSkill, provided InSkill (a) promptly gives OEM written notice of the Claim Against InSkill, (b) gives OEM sole control of the defense and settlement of the Claim Against InSkill (except that OEM may not settle any Claim Against InSkill unless it unconditionally releases InSkill of all liability), and (c) gives OEM all reasonable assistance, at OEM’s expense. The above defense and indemnification obligations do not apply if a Claim Against InSkill arises from InSkill’s breach of this Agreement, the Documentation or applicable Order Forms.
Sample 1
Indemnification by Oem 
Sample 1Sample 2Sample 3See All (4)

Related to Indemnification by Oem

  • 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 Xxxxxx In connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus in which a Holder is participating, such Holder shall furnish to the Company and the Subsidiary Guarantors in writing such information as the Company and the Subsidiary Guarantors reasonably request for use in connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus and shall indemnify and hold harmless the Company, the Subsidiary Guarantors, their respective directors and each Person, if any, who controls the Company and the Subsidiary Guarantors (within the meaning of Section 15 of the Securities Act and Section 20(a) of the Exchange Act), and the directors, officers and partners of such controlling persons, to the fullest extent lawful, from and against all Losses arising out of or based upon any untrue or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus or form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading to the extent, but only to the extent, that such losses are finally judicially determined by a court of competent jurisdiction in a final, unappealable order to have resulted primarily from an untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact contained in or omitted from any information so furnished in writing by such Holder to the Company and the Subsidiary Guarantors expressly for use therein. Notwithstanding the foregoing, in no event shall the liability of any selling Holder be greater in amount than such Holder’s Maximum Contribution Amount (as defined below).

Time is Money Join Law Insider Premium to draft better contracts faster.