Indemnification by Priceline Sample Clauses
The "Indemnification by Priceline" clause requires Priceline to compensate or protect the other party from certain losses, damages, or legal claims that may arise due to Priceline's actions or omissions. Typically, this means that if a third party sues or makes a claim against the other party because of something Priceline did or failed to do, Priceline will cover the associated costs, such as legal fees or settlement amounts. This clause serves to allocate risk by ensuring that the party not at fault is not financially burdened by issues caused by Priceline's conduct.
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Indemnification by Priceline. Subject to the limitations of the liability provisions of Section 6.3.2 of this Agreement, provided that CALLTECH cooperates with PRICELINE, PRICELINE agrees to indemnify and hold CALLTECH and its affiliates, and their respective officers, directors, shareholders, members, partners, employees, agents and other personnel, harmless from any loss, liability, damages or costs based on the operations of any Products or any infringement by the Products of any patent or proprietary right of a third party. CALLTECH agrees to notify PRICELINE promptly of any written claims or demands against CALLTECH for which PRICELINE is responsible hereunder. PRICELINE shall have no liability for, and CALLTECH shall indemnify and hold PRICELINE and its affiliates, and their respective officers, directors, shareholders, members, partners, employees, agents and other personnel, harmless from and against, any claim based upon CALLTECH's conduct, if such infringement, cause of action or other damage would have been avoided but for that conduct.
Indemnification by Priceline. Priceline agrees to defend, indemnify, and hold WebHouse and its Affiliates and the respective directors, officers, employees, and agents of WebHouse harmless from and against any and all losses arising out of or resulting from (a) the breach by Priceline of any of its representations, warranties, covenants and agreements contained within this Agreement, (b) the carrying on of Priceline's business and (c) actions brought against WebHouse by third parties to the extent that Priceline is indemnified by others for such third-party liabilities.