Indemnification by Partner. If an action is brought against Licensor and/or its Affiliates by a third party arising from (a) any taxes and related costs, interest and penalties paid or payable by Licensor and/or its Affiliates, (b) Partner or its Affiliates’ breach of Sections 3.1, 3.2, 7.2-7.5, 10, 11 or 12 of this Agreement, including, without limitation, any action in excess of Partner’s authority hereunder, (c) any agreement between Partner and its distributors, resellers or End Users, or (d) a claim that any Partner Product infringes, misappropriates or violates any patent, copyright or trademark of any third party or Partner's combining (or its authorizing others to combine) the Software with any products not provided by Licensor, then Partner shall defend Licensor and its Affiliates, at Partner's expense, and shall pay any settlement amounts Partner authorizes and all damages, costs and attorneys’ fees finally awarded against Licensor and/ or its Affiliates in the action.
Indemnification by Partner. If an action is brought against Licensor and/or its Affiliates by a third party arising from (a) any taxes and related costs, interest and penalties paid or payable by Licensor and/or its Affiliates, (b) Partner or its Affiliates’ breach of Sections 3.1, 10 or 11 of this Agreement, including any action in excess of Partner’s authority hereunder, (c) any agreement between Partner and its distributors, resellers or End Users, or (d) a claim that any Partner Product infringes, misappropriates or violates any patent, copyright or trademark of any third party or Partner's combining (or its authorizing others to combine) the Software with any products not provided by Licensor, then Partner shall defend Licensor and its Affiliates, at Partner's expense, and shall pay any settlement amounts Partner authorizes and all damages, costs and attorneys’ fees finally awarded against Licensor and/ or its Affiliates in the action.
Indemnification by Partner. (a) Partner shall indemnify, hold harmless and defend AVEO and each of its Affiliates, all of their respective officers, directors, employees and agents, and each of their respective successors, heirs and assigns (collectively, the “AVEO Indemnitees”) from and against any and all losses, damages, liabilities, judgments, fines, amounts paid in settlement, expenses and costs of defense (including reasonable attorneys’ fees and witness fees) (collectively, “Losses”) resulting from any demand, claim, action or proceeding brought or initiated by a Third Party (each, a “Third-Party Claim”) against any AVEO Indemnitees(s) to the extent that such Third-Party Claim arises out of:
(i) the breach or alleged breach of any representation, warranty or covenant by Partner in Article 7 of this Agreement;
(ii) any breach of any term of this Agreement by a Partner Indemnitee;
(iii) the negligence or willful misconduct of any Partner Indemnitee (defined in Section 8.2); or
(iv) the research, development, manufacture, storage, handling, use, sale, offer for sale or importation of Licensed Products by or for the Partner Indemnitees, provided that such Third Party Claim results from negligence or willful misconduct of Partner Indemnitees; provided in each case that (x) the AVEO Indemnitees comply with the procedure set forth in Section 8.3; and (y) such indemnity shall not apply to the extent AVEO has an indemnification obligation pursuant to Section 8.2 for such Loss or such Loss was caused by a breach of any term of this Agreement by any AVEO Indemnitee. Partner shall require equivalent indemnification of the AVEO Indemnitees as in clause (iii) of the foregoing sentence from each Sublicensee as to such Sublicensee’s activities described in such clause (iii).
(b) Partner shall indemnify, hold harmless and defend KHK, KHK’s Affiliates, KHK’s and its Affiliates’ sublicensees and all of the respective officers, directors, employees and agents of each of the foregoing entities (collectively, the “KHK Indemnitees”) from and against any and all Losses resulting from any Third-Party Claim against any KHK Indemnitees(s) to the extent that such Third-Party Claim arises out of the research, development, manufacture, storage, handling, use, sale, offer for sale or importation of Licensed Compounds or Licensed Products; provided that (i) the KHK Indemnitees comply with the procedure set forth in Section 8.3 of the KHK Agreement; and (ii) such indemnity shall not apply to the extent KHK ha...
Indemnification by Partner. Partner will indemnify, defend, and hold harmless Coursera, its affiliates, and each of their officers, directors, employees, and agents (the “Coursera Indemnitees”) from and against any and all losses, damages, costs, expenses (including reasonable attorneys’ fees and expenses), or other liabilities (“Losses”), arising out of or resulting from any third-party claim asserted against any Coursera Indemnitee to the extent relating to: (a) any Course Content, including any violation or infringement of any third-party intellectual property rights or claims of defamation, invasion of privacy, right to publicity, or unfair competition; or (b) marketing communications to Learners by Partner that are claimed by such third party to be in violation of applicable law.
Indemnification by Partner. Partner will indemnify and defend Avalara against any Losses arising from a third-party claim that (i) Avalara’s use of the Partner Technology in accordance with the Agreement causes an Infringement; (ii) results from Partner’s breach of the Agreement; or (iii) results from Partner’s violation of applicable law.
Indemnification by Partner. Each Partner hereby agrees to indemnify and hold harmless the Partnership, the other Partners, the Partnership Representative and the General Partner from and against any liability (including any liability for Partnership Level Taxes) with respect to income attributable to or distributions or other payments to such Partner.
Indemnification by Partner. Partner will defend Customer from and against any and all third party claims, actions, suits, proceedings, and demands alleging that the use of the Product as permitted under this Agreement infringes or misappropriates a third party’s intellectual property rights (a “Claim Against Customer”), and will indemnify Customer for all reasonable attorney’s fees incurred and damages and other costs finally awarded against Customer in connection with or as a result of, and for amounts paid by Customer under a settlement Partner approves of in connection with a Claim Against Customer; provided, however, that the Partner has no liability if a Claim Against Customer arises from: (1) Customer Data or non-Partner products, including third-Party software; and (2) any modification, combination or development of the Product that is not performed or authorized in writing by Partner, including in the use of any application programming interface (API). Customer must provide Partner with prompt written notice of any Claim Against Customer and allow Partner the right to assume the exclusive defense and control, and cooperate with any reasonable requests assisting Partner’s defense and settlement of such matter. This section states Partner sole liability with respect to, and Customer’s exclusive remedy against Partner for, any Claim Against Customer.
Indemnification by Partner. Partner agrees to indemnify, defend and hold harmless Frontier, its directors, officers, employees, agents, parent corporation, subsidiaries and affiliates for, from and against any and all loss, liability, claim, damage, penalty, fine, charge, cause of action, demand, cost and expense (including attorneys' and consultants' fees and costs) whatsoever (collectively, "Damages"), as incurred, arising out of, or resulting from: (i) the provision of the Flight Services by Partner or any of its employees, agents, licensees, officers or directors; (ii) Partner's breach of this Agreement; (iii) damage or destruction of property of any person, or injury or death of any person, caused by, arising out of, or in connection with any act or omission of Partner, its employees, agents, licensees, contractors, suppliers, officers or directors; and (iv) Partner's failure to comply with any Regulations. Partner shall reimburse Frontier or other Indemnified Party (as defined below) for any legal and any other expenses reasonably incurred in investigating, preparing or defending against any claim or action arising out of or relating to any of the foregoing. The indemnity provisions of this paragraph 9.2 will not apply if it is determined by final decision of a court or tribunal that, with respect to the cause of the applicable Damages, the percentage of responsibility allocated to Partner is less than the percentage of responsibility allocated directly to Frontier for its negligence, gross negligence, or willful misconduct. The indemnification obligations of this paragraph 9.2 shall survive termination or expiration of this Agreement.
Indemnification by Partner. Partner shall defend, indemnify and hold harmless ANet, its Board, directors, officers, employees or agents at its expense from and against any Claim brought against ANet, its Board, directors, officers, employees or agents by any third party to the extent such Claim arises from or is related to a breach of this Agreement or violation of applicable California or federal law or regulation by Partner or any of its employees or agents, and Partner shall pay all Losses arising from or incurred by ANet, its Board, directors, officers, employees or agents as a result of any such Claim. The foregoing indemnity shall not apply to any Claim solely based upon or arising from the negligence or willful misconduct of ANet or its agents or employees.
Indemnification by Partner. Partner will defend RETL and its Affiliates against any claim, demand, suit or proceeding made or brought against RETL by a third party alleging (a) that any Customer Data, User Data or Partner ’s use of Partner Data with the Services, (b) a Non-RETL Application provided by Partner , or (c) the combination of a Non-RETL Application provided by Partner and used with the Services, infringes or misappropriates such third party’s intellectual property rights, or arising from Partner ’s use of the Services or Content in an unlawful manner or in violation of the Agreement or the Engagement Letter (each a “Claim Against RETL”), and will indemnify RETL from any damages, attorney fees and costs finally awarded against RETL as a result of, or for any amounts paid by RETL under a settlement approved by Partner in writing of, a Claim Against RETL, provided RETL (a) promptly gives Partner written notice of the Claim Against RETL, (b) gives Partner sole control of the defense and settlement of the Claim Against RETL (except that Partner may not settle any Claim Against RETL unless it unconditionally releases RETL of all liability), and (c) gives Partner all reasonable assistance, at Partner ’s expense. The above defense and indemnification obligations do not apply if a Claim Against RETL arises from RETL’s breach of this Agreement or the Engagement Letter
