INDEMNIFICATION BY TAL Clause Samples
INDEMNIFICATION BY TAL. TAL, at its own expense, shall indemnify and hold harmless Archipelago and its Affiliates and their respective directors, managers, officers, employees, members, shareholders and agents and defend any action brought against same with respect to any claim, demand, cause of action, debt or liability, including attorneys’ fees (collectively, “Damages”), to the extent that it is based upon a claim that the TAL Technology or TAL Data used hereunder infringe or violate any patents, copyrights, trade secrets, licenses or other property rights of any third party, except to the extent that any such infringement is due to (i) any Archipelago Materials or (ii) any modifications by Archipelago without the assistance or involvement of TAL. In the event of any such infringement or violation, TAL shall use its best efforts to either (x) modify or replace infringing portions of the TAL Technology or TAL Data with software or data of substantially similar functionality, or (y) obtain license(s) for the infringing portions.
INDEMNIFICATION BY TAL. TAL, at its own expense, shall indemnify and hold harmless Archipelago and their respective directors, managers, partners, officers, employees, members, shareholders and agents from and defend any action brought against same with respect to any claim, demand, cause of action, debt or liability, including attorneys’ fees, relating to any claim that the Software, including any Object Code, Source Code or Documentation, used hereunder infringe or violate any patents, copyrights, trade secrets, licenses or other proprietary rights of any third party, except to the extent that any such infringement is due to (i) any Archipelago Materials or (ii) any modifications by a party other than TAL or one of its Affiliates and other than at the direction of, or pursuant to instructions from, TAL or one of its Affiliates. In the event of any such infringement or violation, TAL shall use its best efforts to either (x) modify or replace infringing portions of the Software with software of substantially similar functionality, or (y) obtain license(s) for the infringing portions.
INDEMNIFICATION BY TAL. Notwithstanding the Closing of the transactions contemplated by this Agreement and regardless of any investigation at any time made by or on behalf of Sagemark or of any knowledge or information that Sagemark may have, TAL shall indemnify and fully defend, save and hold (i) Sagemark (ii) any affiliate (i.e., any person or entity which directly or indirectly controls, or is under common control with, or is controlled by, Sagemark) of Sagemark and (iii) each of Sagemark's directors, officers, shareholders, and employees (individually a "Sagemark Indemnitee" or collectively, the "Sagemark Indemnitees") harmless if any Sagemark Indemnitee shall at any time or from time to time suffer any damage, liability, loss, cost, expense (including all reasonable attorneys' fees and expenses of investigation incurred by the Sagemark Indemnitees in any action or proceeding between TAL and the Sagemark Indemnitees or between the Sagemark Indemnitees and any third party or otherwise), deficiency, interest, penalty, imposition, assessment or fine (collectively,