Indemnification by the Customer. The Customer acknowledges that it shall use the products subject to the Agreement at its own risk and agrees to indemnify and save EDDYFI harmless from all liabilities, losses, damages, expenses, suits and judgments arising from injury to, or death of, any persons, or from damage to property in connection with or arising from this Agreement or the use, operation, storage or transportation of the products subject to the Agreement.
Indemnification by the Customer. The Customer acknowledges that it shall use the products subject to the Agreement at its own risk and agrees to indemnify and save XXXXXX harmless from all liabilities, losses, damages, expenses, suits and judgments arising from injury to, or death of, any persons, or from damage to property in connection with or arising from this Agreement or the use, operation, storage or transportation of the products subject to the Agreement.
Indemnification by the Customer. The Customer shall indemnify the Company, its Affiliates and their employees, directors, agents, and representatives (Company Indemnified Parties) and shall defend them against, any claim, demand, suit or proceeding made or brought against the Company by a third party to the extent arising from or relating to: (a) the Customer’s use of PeoplesHR Services (excluding the services provided by the Company) is in breach of this Agreement, infringes or misappropriates the intellectual property rights of a third party or violates Applicable Law; or (b) the nature or content of Customer Data , or use by a Company Indemnified Person of Customer Data as authorised by the Customer under this Agreement.
Indemnification by the Customer. Subject to the provisions of Clause 15.3 , the Customer shall defend and indemnify AVEVA and the AVEVA Personnel (collectively, the “AVEVA Indemnitees”) against Claims brought against the AVEVA Indemnitees by any third party arising from or related to: (i) the Customer’s use of the Products or the Support Services, and /or Professional Services in breach of any Applicable Laws or the terms of this Agreement; (ii) any Customer Content, including any allegation that any Customer Content infringes the Intellectual Property Rights of a third party; (iii) AVEVA’s use of or access to the Customer’s information technology and telecommunications systems or the Customer Premises in connection with the provision of Products, Support Services and Professional Services under this Agreement; and (iv) Customer’s Use of any of Product, Support Service or Professional Service in any application or situation where the failure of the Product, Support Service or Professional Service could lead to death or serious bodily injury to any person or to severe physical or environmental damage.
Indemnification by the Customer. The Customer shall indemnify the Lender and each Related Party of the Lender (each such Person being called an “INDEMNITEE”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or the use of the proceeds therefrom, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Customer or any Environmental Liability related in any way to the Customer, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; PROVIDED that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee.
Indemnification by the Customer. The Customer shall indemnify the Lender, within 10 Business Days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) paid by the Lender and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other 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 Customer by the Lender shall be conclusive absent manifest error.
Indemnification by the Customer. The Customer shall indemnify, defend and hold harmless Trimble and its Affiliates from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys’ fees and costs) arising out of or in connection with any claim arising from or relating to (a) any Customer Content, or breach or alleged breach by the Customer of Section 3 (Customer Obligations) or (b) any service or product offered by the Customer in connection with or related to the Service. This indemnification obligation is subject to the Customer receiving (i) prompt written notice of such claim (but in any event notice in sufficient time for the Customer to respond without prejudice); (ii) the exclusive right to control and direct the investigation, defense, or settlement of such claim; and (iii) all reasonable necessary cooperation of Trimble at the Customer’s expense.
Indemnification by the Customer. 18.1. The Customer shall indemnify and hold harmless Viva City, its Affiliates, directors, and employees from any damages finally awarded against Viva City (including, without limitation, reasonable costs and legal fees incurred by Viva City) arising out of any third party suit, claim or other legal action (including but not limited to any governmental investigations, complaints and actions) in connection with the User Content, including, without limitation, any action for infringement of any trademark, copyright, trade secret, right of publicity or privacy (including defamation), patent or other proprietary right with respect to the User Content (“Legal Claim”).
18.2. Viva City shall give written notice to the Customer of any Legal Claim no later than 30 days after first receiving notice of a Legal Claim and shall give copies to the Customer of all communications, notices and/or other actions relating to the Legal Claim. Viva City shall give the Customer the sole control of the defence of any Legal Claim, shall act in accordance with the reasonable instructions of the Customer and shall give the Customer such assistance as the Customer reasonably requests to defend or settle such claim. The Customer shall conduct its defence at all times in a manner which is not adverse to Viva City’s interests. Viva City may employ its own counsel to assist it with respect to any such claim. Viva City shall bear all costs of engaging its own counsel, unless engagement of counsel is necessary because of a conflict of interest with the Customer or its counsel, or because the Customer fails to assume control of the defence. Viva City shall not settle or compromise any Legal Claim without the Customer’s express written consent. The Customer shall be relieved of its indemnification obligation under Clause 18 if Viva City materially fails to comply with Clause 18.2.
Indemnification by the Customer. The Customer shall indemnify LINK against all damages, claims, costs, losses and expenses because of a third party claiming that the use by the Customer of any derivate work created by the Customer by using the content of, or the Services constitutes an infringement of their Intellectual Property Rights.
Indemnification by the Customer. The Customer shall indemnify and protect FRAMA, the LICENSER and all e-communications: RMail partners against all claims, losses, liability, damage and expenses (including reasonable attorneys' fees and court costs) arising out of or in connection with data or content on the Customer's systems or Web site or in the Customer's or the End-User's e-mail or used or transmitted otherwise by the Customer or End-User, or arising out of or in connection with the Customer's business activities. Furthermore, the Customer shall indemnify and protect FRAMA, the LICENSER and any e-communications: RMail Partner against all claims, losses, liability, damage and expenses (including reasonable attorneys' fees and court costs) arising out of or in connection with any failure to deliver a message or failure to authenticate an e-mail with an RMail Digital Seal™ or a Registered Receipt™ e-mail or arising out of any use of the SERVICES.
