Indemnification by TSA Sample Clauses

Indemnification by TSA. We will defend Customer against any claim, demand, suit or proceeding made or brought against you by a third party alleging that the use of a Purchased Service in accordance with this Agreement infringes or misappropriates such third party’s intellectual property rights (a “Claim Against Customer”), and will indemnify Customer from any damages, attorney fees and costs finally awarded against you as a result of, or for amounts paid by you under a court-approved settlement of, a Claim Against you, provided you (a) promptly give written notice of the Claim Against you, (b) give TSA sole control of the defense and settlement of the Claim Against you (except that TSA may not settle any Claim Against you unless it unconditionally releases you of all liability), and (c) give TSA all reasonable assistance, at TSA’s expense. If TSA receives information about an infringement or misappropriation claim related to a Service, We may in Our discretion and at no cost to You (i) modify the Service so that it no longer infringes or misappropriates, without breaching Our warranties under Section 11 (Warranties), (ii) obtain a license for continued use of that Service in accordance with this Agreement, or (iii) terminate Customer’s subscriptions for that Service upon 30 days’ written notice and refund any prepaid fees covering the remainder of the term of the terminated subscriptions. The above defense and indemnification obligations do not apply to the extent a Claim Against Customer arises from Content, a Non-TSA application or Customers breach of this Agreement or use of Service.
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Indemnification by TSA. TSA agrees, to the extent permitted by the Florida Constitution and subject to the limits provided for in Section 768.28, Florida Statutes, to indemnify, defend, and hold harmless the Partnership, its general and limited partners, its officers, employees and agents, successors, and assigns (each an “Indemnitee”) from and against, and to reimburse such Indemnitee with respect to, any and all losses, damages, liabilities, costs, or expenses (including reasonable attorneys’ and professionals’ fees and disbursements) solely and directly arising out of or resulting from any negligent act or willful misconduct of TSA, its officers, employees, or agents done in the performance of this Agreement or the default of any provision hereof.
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Indemnification by TSA. TSA will indemnify, defend and hold harmless Customer and Customer Affiliates and their respective officers, directors, employees, agents, successors and assigns, from any Losses related to, arising from, or in connection with any Third Party Claims (a) the infringement by Provider of a third party’s Intellectual Property Rights; (b) Provider’s negligence, willful misconduct or breach by Provider of any representation, warranty, or other obligation under this Services Agreement; (c) any violation by Provider of applicable laws, rules, regulations, ordinances, orders, and directions of federal, state, provincial, county, and municipal governments, all as they may be amended from time to time provided Customer (a) promptly give written notice of the Third-Party Claim , (b) give TSA sole control of the defense and settlement of the Third-Party Claim (except that TSA may not settle any Claim Against Customer unless it unconditionally releases Customer of all liability), and (c) give TSA all reasonable assistance, at TSA’s expense. In the event of Vendor’s breach of its obligations with respect to Personal Data collected from the Hotel Employees under this Services Agreement and in addition to Provider’s other obligations under this Section, Provider shall reimburse Customer for any and all costs and expenses related to notification of effected individuals.
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Indemnification by TSA. If the Closing of the Merger shall occur, then, subject to the provisions of this Section 10.8, TSA shall indemnify and hold harmless the Securityholders from and against all damages arising from any misrepresentation or breach of warranty, covenant or agreement made by TSA in this Agreement or in any document, instrument or certificate delivered pursuant hereto. TSA shall indemnify the Securityholders for the damages set forth in Section 10.8 but in no event shall TSA be required to indemnify any Securityholder for an amount in excess of 10% of the value of the TSA shares received by such Securityholder pursuant to the Merger, valued at the Closing Price, and provided that TSA shall be liable for such damages only to the extent the aggregate amount of such damages exceeds $250,000 (but if the aggregate amount of such damages exceeds $250,000, TSA shall also be liable for the first $250,000 thereof). To make any claim under this Section 10.8, the Securityholders' Representative shall provide written notice to TSA setting forth the damages incurred and specifying the circumstances giving rise to the claim. Within 30 days after receipt of such notice, TSA shall either (a) pay such amount or (b) provide written notice to the Securityholders' Representative (i) questioning the propriety of the claim for indemnification or (ii) that TSA disputes and intends to defend the third-party claim giving rise to such damages or potential damages, provided that, and for so long as, such defense is being conducted by TSA at its expense and in a manner reasonably deemed by the Securityholders' Representative to be satisfactory and effective to protect the Securityholders against damages. If TSA provides notice questioning the propriety of the claim for indemnification pursuant to clause (i) of the immediately preceding sentence, and if TSA and the Securityholders' Representative fail to reach agreement within 30 days after delivery by TSA of such notice, then the dispute shall be resolved under the Commercial Arbitration Rules of the AAA by an arbitral tribunal located in Chicago, Illinois composed of three arbitrators, at least one of whom shall be an attorney experienced in corporate transactions, appointed by agreement of the parties in accordance with said Rules. In the event the parties fail to agree upon a panel of arbitrators from the first list of potential arbitrators proposed by the AAA, the AAA will submit a second list in accordance with said Rules. In the even...
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Indemnification by TSA. If the Closing of the Exchange shall occur, then, subject to the provisions of this Section 9.04, TSA shall indemnify and hold harmless the Shareholders and its affiliates from and against all damages in excess of $200,000 arising from any misrepresentation or breach of warranty, covenant or agreement made by TSA in Article III and any breach by TSA of any covenant or agreement on its part contained in this Agreement. TSA shall indemnify the Shareholders for the damages set forth in Section 9.04(d) but in no event shall TSA be required to indemnify any Shareholder for an amount in excess of the value of the TSA shares received by such Shareholder pursuant to the Exchange, valued at the closing price of TSA shares on NASDAQ on the business day prior to the Closing Date.
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Related to Indemnification by TSA

  • Indemnification by Xxxxx Xxxxx agrees to indemnify and hold harmless each of the Fund and the Manager, each of their directors, trustees, members, each of their officers who signed the Registration Statement, and each person, if any, who controls the Fund or the Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Fund or the Manager within the meaning of Rule 405 under the Securities Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 10, as incurred, but only with respect to (i) any failure by Xxxxx to comply with the prospectus delivery requirements applicable to Placement Shares and (ii) any untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), any sales material, or any Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Fund or the Manager by Xxxxx expressly for use in the Registration Statement (or any amendment thereto), any sales material, or any Prospectus (or any amendment or supplement thereto). The Fund and the Manager acknowledge that Xxxxx has not furnished any information to the Fund for inclusion in the Prospectus.

  • Indemnification by Xxxxxx In connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus in which a Holder is participating, such Holder shall furnish to the Company and the Guarantors, if any, in writing such information as the Company and the Guarantors, if any, reasonably request for use in connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus and shall indemnify and hold harmless the Company, the Guarantors, if any, their respective directors and officers and each Person, if any, who controls the Company and the Guarantors, if any (within the meaning of Section 15 of the Securities Act and Section 20(a) of the Exchange Act), and the directors, officers and partners of such controlling persons, to the fullest extent lawful, from and against all Losses arising out of or based upon any untrue or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus or form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in conformity with and in reliance upon any information so furnished in writing by such Holder to the Company and the Guarantors, if any, expressly for use therein. Notwithstanding the foregoing, in no event shall the liability of any selling Holder be greater in amount than such Holder’s Maximum Contribution Amount (as defined below).

  • Indemnification By You 7.1.1 You agree to indemnify and hold harmless the Underwriter, the Trust and each of its Trustees, officers, employees and agents and each person, if any, who controls the Trust within the meaning of Section 15 of the 1933 Act (collectively, the "Indemnified Parties" and individually the "Indemnified Party" for purposes of this Section 7) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with your written consent, which consent shall not be unreasonably withheld) or expenses (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal counsel fees incurred in connection therewith) (collectively, "Losses"), to which the Indemnified Parties may become subject under any statute or regulation, or at common law or otherwise, insofar as such Losses are related to the sale or acquisition of shares of the Trust or the Contracts and

  • 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 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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