Indemnification by SD Sample Clauses
Indemnification by SD. SD shall defend Subscriber against any claim, demand, suit, or proceeding (“Claim”) made or brought against Subscriber by a third party alleging that the use of the Application as permitted hereunder infringes or misappropriates the intellectual property rights of a third party, and shall indemnify Subscriber for any damages awarded against, and for reasonable attorneys’ fees incurred by, Subscriber in connection with any such Claim; provided that Subscriber (i) promptly gives SD written notice of the Claim, (ii) gives SD sole control of the defense and settlement of the Claim (provided that SD may not settle or defend any Claim unless it unconditionally releases Subscriber of all liability), (iii) provides to SD all reasonable assistance, at SD’s expense, and (iv) does not prejudice in any manner SD’s conduct of such Claim. Notwithstanding anything to the contrary in this Section 8.1, SD shall have no liability for any claim of infringement based on (a) the use of a superseded or altered version of the Application if infringement would have been avoided by the use of a current or unaltered version of the Application which SD made available to Subscriber, or (b) the combination, operation, or use of the Application with software, hardware, or other materials not owned by SD. Indemnification by Subscriber. Subscriber shall defend SD against any Claim made or brought against SD by a third party (i) alleging that the Subscriber Data, or Subscriber’s or any User’s Use of the Application in violation of this Agreement, infringes or misappropriates the intellectual property rights of a third party or violates applicable law; (ii) alleging that Subscriber’s or any User’s Use of the Application in violation of this Agreement causes SD to be in breach of any agreement relating to the SalesForce Platform or any Third-Party Application or Platform; (iii) based upon any Subscriber product or service, or on any resale or provision of the Application, the Support, or any products of the Support by Subscriber to such third party; (iv) based upon a representation made by Subscriber to such third party; or (v) based upon a breach by Subscriber of Section 12.1 (Compliance with Law and Ethical Brand Representation Standards); and shall indemnify SD for any damages awarded against, and for reasonable attorneys’ fees incurred by, SD in connection with any such Claim; provided that SD (a) promptly gives Subscriber written notice of the Claim, (b) gives Subscriber sole control o...
Indemnification by SD. From and after the Closing, SD shall indemnify and hold harmless the Company from and against any and all losses, liabilities, claims, demands, causes of action, costs and expenses (including, without limitation, reasonable attorneys’ fees) (collectively, “Claims”) arising out of or resulting from: (a) any representation or warranty of SD, as the case may be, in this Agreement not being true and accurate when made or when required by this Agreement to be true and accurate; or (b) any failure by SD, as the case may be, to perform any of its covenants, agreements or obligations in this Agreement.