Indemnification by the Client. The Client agrees to indemnify the Custodian and to hold the Custodian harmless from any loss or liability (including, without limitation, the reasonable fees and disbursements of counsel and other legal advisors) incurred by the Custodian or any Subcustodian in rendering services hereunder or in connection with any breach of the terms of this Agreement by the Client, except such loss or liability which results from the Custodian’s or such Subcustodian’s failure to exercise the standard of care required by Section 10(a) hereof.
Indemnification by the Client. The Client agrees to indemnify the Custodian and each Subcustodian and to hold the Custodian and each such Subcustodian harmless from any loss or liability (including, without limitation, the reasonable fees and disbursements of counsel and other legal advisors) incurred by the Custodian or such Subcustodian in rendering services hereunder or in connection with any breach of the terms of this Agreement by the Client, except such loss or liability which results from the Custodian's or such Subcustodian's failure to exercise the standard of care required by Section 10(a) hereof.
Indemnification by the Client. 14.1 The Client will indemnify the Consultant, its directors, officers, employees, successors and assigns from and against any and all claims, demands, suits at law or in equity, loss, damage, attorney's fees and liability of any kind due to, arising out of or resulting from a breach of any covenant, representation or warranty made by the Client in this Agreement, including without limitation any claim brought by any third party with respect to Disclosure Materials approved by the Client pursuant to s. 9.1.
Indemnification by the Client. The Client agrees to indemnify and save Greenbloom harmless from and against all losses, expenses, legal fees, disbursements and damages relating to claims of any kind which third parties ever had, now have, or may in the future have against Greenbloom or the Client by reason of any cause, whether known or unknown, arising from, connected with, or in any way related to the Services, the performance of this Agreement, any misrepresentation by the Client pertaining to the Premises or any omission of information relevant to the Services by the Client unless such claim is incurred as a result of the wilfull misconduct of Greenbloom. This provision shall survive termination of this Agreement.
Indemnification by the Client. The Client shall indemnify and hold harmless 7810962, its affiliates, directors, officers employees and agents from and against all Losses arising out of or resulting from (A) any breach of its representations, warranties or obligations under this Master Agreement; (B) any actual or alleged infringement or violation of any patent, trade secret, copyright, trademark or other proprietary rights arising from the processing of the Product by 7810962 to the extent that such process is provided by the Client; or (C) any gross negligence or willful misconduct by the Client, except to the extent that any of the foregoing arises out of or results from the negligence, willful misconduct or breach of by 7810962 of its representations, warranties or obligations under this Master Agreement.
Indemnification by the Client. 13.1 Client shall indemnify and hold Computershare and its officers, directors, employees, agents and affiliates harmless from and against, and none of them shall be responsible for, any and all Losses arising out of or attributable to:
(a) the performance by Computershare, the Custodian or any of their respective officers, directors, employees, agents and affiliates (collectively, the “Indemnified Persons”) of any obligations under, or any omission by any of them to act in connection with, this Deposit Agreement or this appointment, including without limitation (i) any act relating to Deposited Property held for the account of, or Depositary Receipts held by, the Holder, and (ii) any Loss arising out of or attributable to a breach by the Holder or the Client of any of the representations or warranties made or deemed to be made by it in connection with its deposit of Company Securities hereunder, together with the reasonable costs and expenses of defending itself against any Loss or enforcing this Deposit Agreement, except for any liability of Computershare as set forth in Section 15.2 below;
(b) any liability of Computershare to pay UK stamp duty reserve tax or UK stamp duty (including any interest and/or penalties thereon) resulting from or arising in respect of or otherwise in connection with: (i) the issue by Computershare of Depositary Receipts in respect of Deposited Securities, (ii) the transfer or issue of Company Securities to Computershare or its nominee, (iii) any transactions entered into by the Client affecting the Deposited Securities following such issue under, or in connection with, this Deposit Agreement, (iv) the transfer of Depositary Receipts by the Holder or (v) the cancellation of Depositary Receipts and the transfer by Computershare of Deposited Securities to Cede & Co. as nominee for DTC or other clearance service under, or in connection with, this Deposit Agreement; provided that the indemnity in this Section 13.1(b) shall not apply to the extent any liability arises as a result of unreasonable delay or default on the part of Computershare or the Custodian in paying to HMRC any funds received from the Client or the Holder for the purpose of paying any UK stamp duty or UK stamp duty reserve tax; provided, further, that no such delay or default shall be deemed to occur as a result of a failure to pay any such tax by the due date on which the tax is payable to HMRC to the extent Computershare has not received cleared funds from the Cl...
Indemnification by the Client. The Client agrees to indemnify, hold harmless and defend La Cité, its Board of Governors, officers, employees, faculty, students, invitees, and agents, (the “Indemnified Parties”) against any and all third party demands, claims, suits, proceedings, actions of any nature or kind whatsoever (“Claims”), liabilities, damages, judgments, costs, expenses and fees (including reasonable legal expenses) (“Losses”) arising out of or in any way associated with the use by the Client or a third party acting on behalf of the Client or under the authorization of the Client, of La Cité’s Intellectual Property (including Undisclosed Intellectual Property), Arising Intellectual Property, Background Intellectual Property, data and/or other results arising from the participation of La Cité and of La Cité’s students in the Project, the manufacturing, distribution, shipment, offering for sale, sale or use of products and/or services derived from such Intellectual Property, product liability and infringement of Intellectual Property rights, to the extent that such Claims or Losses do not result from the gross negligence or wilful misconduct of the Indemnified Parties.
Indemnification by the Client. The Client shall indemnify, defend, and hold harmless GEMISYS, and its directors, officers, employees, agents, representatives, and affiliates from and against any claims, liability, losses, damages, and expenses including, without limitation, 10 FIDUCIARY CAPITAL PARTNERS, L.P. INVESTOR SERVICES PROCESSING AGREEMENT -------------------------------------------------------------------------------- reasonable attorneys' fees and costs incurred by GEMISYS, its directors, officers, employees, agents, representatives, and affiliates which arise out of or relate to: (i) the negligence or willful misconduct of the Client or the Client's Investors or their Representatives; or (ii) any breach or default by the Client of any of its obligations under this Agreement or in connection with the enforcement of this Agreement or any of its provisions, or (iii) any claim brought against GEMISYS by a third party including, without limitation, any claim by the Client's Investor(s) or their Representative(s) which relates in any way to the fulfillment of any obligation under this Agreement by the Client. In the event that any action or proceeding is brought against GEMISYS by reason of such claims or liability, the Client shall defend that action or proceeding at the Client's sole expense by counsel of GEMISYS' choice or by counsel reasonably satisfactory to GEMISYS.
Indemnification by the Client. The Client will defend, indemnify and hold Constant Retail, its Affiliates, and their respective Representatives harmless from and against any and all Damages resulting from, arising out of or in connection with (whether a result of any third party claims, actions or demands or otherwise): (a) Constant Retail Intellectual Property; (b) any breach by Client of any covenant, representation, warranty or obligation to be performed by Client hereunder; or (c) the design, manufacture or sale of any Merchandise or other products sold or offered through the Hosted Site. In furtherance and not in limitation of the foregoing, the Client shall defend, indemnify and hold harmless Constant Retail from and against any and all Damages resulting from any actual or threatened tort claims or product liability claims relating to Merchandise or other products sold or offered through the Hosted Site.
Indemnification by the Client. The Client shall defend and indemnify and hold harmless OpenSite and its directors, officers, employees, and agents against and with respect to all claims, including without limitation, any tax claims or assessments, lawsuits, liabilities, losses, costs, and expenses (including reasonable attorneys' fees) suffered or incurred by them as a result of: (i) any act or omission of the Client and its directors, officers, employees, and agents; (ii) any breach by the Client of any provision hereof; and (iii) the sale of the Auction
