Indemnification by Reltio Sample Clauses

Indemnification by Reltio. Reltio shall defend Customer, its Affiliates, and Users (“Customer Indemnified Parties”) against any claim, demand, suit, or proceeding made or brought against Customer Indemnified Parties by a third party to the extent alleging that the Platform, or Customer Indemnified Parties’ use of the Platform as permitted hereunder (but excluding any claims based on Customer Data, Customer Applications, Third-Party Data Feeds, or combination of the Platform with any third-party components not required for normal operation as described in the Documentation) infringes or misappropriates the Intellectual Property Rights of a third party (each a “Claim Against Customer”), and shall indemnify Customer Indemnified Parties for any out-of-pocket damages, attorney fees, costs, judgments, and approved settlement payments, incurred in defending such a Claim Against Customer; provided that Customer: (a) promptly gives Reltio written notice of the Claim Against Customer (provided that any failure or delay in doing so shall only mitigate Reltio’s obligations under this Section to the extent it actually prejudices Reltio’s ability to defend the applicable Claim Against Customer); (b) gives Reltio sole control of the defense and settlement of the Claim Against Customer (provided that Reltio may not settle any Claim Against Customer unless the settlement unconditionally releases Customer of all liability); and (c) provides to Reltio all reasonable assistance, at Reltio’s expense. In the event of a Claim Against Customer, or if Reltio reasonably believes the Platform may infringe or misappropriate, in addition to Reltio’s defense and indemnification obligations above, Reltio may in its discretion and at no cost to Customer (i) modify the Platform so that it is no longer infringing or misappropriating, without breaching Reltio’s warranties under Section 9.1 (Reltio Warranties) above, (ii) obtain a license for Customer’s continued use of the Platform in accordance with the Agreement, or (iii) terminate Customer User subscriptions for the Platform for convenience upon thirty (30) days written notice and refund to Customer any prepaid fees covering the remainder of the term of such User subscriptions after the effective date of termination. The indemnification obligations hereunder shall not apply to claims to the extent Customer is to provide indemnification under Section 10.2 (Indemnification by Customer) below.
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Related to Indemnification by Reltio

  • 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 Company The Company agrees to indemnify and hold harmless each Indemnified Holder from and against all Claims arising out of or based upon any Misstatement or alleged Misstatement, except insofar as such Misstatement or alleged Misstatement was based upon information furnished in writing to the Company by such Indemnified Holder expressly for use in the document containing such Misstatement or alleged Misstatement. This indemnity shall not be exclusive and shall be in addition to any liability which the Company may otherwise have. The foregoing notwithstanding, the Company shall not be liable to the extent that any such Claim arises out of or is based upon a Misstatement or alleged Misstatement made in any preliminary prospectus if (i) such Indemnified Holder failed to send or deliver a copy of the Prospectus with or prior to the delivery of written confirmation of the sale of Registrable Securities giving rise to such Claim and (ii) the Prospectus would have corrected such untrue statement or omission. In addition, the Company shall not be liable to the extent that any such Claim arises out of or is based upon a Misstatement or alleged Misstatement in a Prospectus, (x) if such Misstatement or alleged Misstatement is corrected in an amendment or supplement to such Prospectus and (y) having previously been furnished by or on behalf of the Company with copies of the Prospectus as so amended or supplemented, such Indemnified Holder thereafter fails to deliver such Prospectus as so amended or supplemented prior to or concurrently with the sale to the person who purchased a Registrable Security from such Indemnified Holder and who is asserting such Claim. The Company shall also provide customary indemnifications to underwriters, selling brokers, dealer managers and similar securities industry professionals participating in a distribution covered by a Registration Statement, their officers and directors and each Person who controls such Persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act).

  • Indemnification by Xxxxxxxx The Borrower shall indemnify each Recipient, within 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.

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