Indemnification by USI Sample Clauses

Indemnification by USI. USI shall indemnify, defend and hold harmless ----------------------- Ceridian from and against any and all costs, expenses, liabilities, losses, damages, injunctions, suits, actions, fines, penalties, levies, assessments and claims and demands of every kind or nature, including legal costs and attorneys fees, made by or on behalf of any party, person or governmental authority, arising out of or resulting from the inaccuracy or breach of any representation or warranty of USI contained in thus Agreement; any breach or default by USI of any covenant, obligation or agreement of USI contained in this Agreement; or any negligent, willful, fraudulent or dishonest act or omission of USI or its agents or employees.
Sample 1
AutoNDA by SimpleDocs
Indemnification by USI. 11.1 USi, at its expense, will defend any suit or claim brought against NIKU, and will indemnify NIKU against an award of damages and costs (including reasonable attorneys' fees) against NIKU by a final court judgment based on a claim that any Licensed Product infringes a U.S. or Canadian patent, worldwide trade secret, or Berne Convention country
Sample 1Sample 2
Indemnification by USI. USI agrees that Licensee will have no liability, and USI will indemnify, defend, and hold Licensee, and its directors, officers, employees, agents, and representatives (collectively, the “Licensee Affiliates”) harmless against any and all damages, liabilities, attorneys’ fees, or costs incurred by Licensee or the Licensee Affiliates in defending against any third-party claims or threats of claims under trademark, copyright, or unfair competition or deceptive trade practices acts arising from Licensee’s use of the Marks or the System in full compliance with this Agreement. Licensee and the Licensee Affiliates may, at their own expense, appear through counsel of their own choosing to defend themselves against any such action.
Sample 1Sample 2
Indemnification by USI. We shall defend you against any claim, demand, suit, or proceeding made or brought against you by a third party alleging that the use of the Services infringes or misappropriates the intellectual property rights of said third party, and shall indemnify you for any damages, attorney’s fees and costs finally awarded against you as a result of, and for amounts paid by you under a court-approved settlement of such claim, provided that you: (a) promptly give USI written notice of the claim; (b) allow USI sole control of the defense and settlement of the claim (provided that USI may not settle any claim unless the settlement unconditionally releases you of all liability); and (c) provide to USI all reasonable assistance, at USI’s expense. In the event of a such claim, or if we reasonably believe the Services may infringe or misappropriate, we may in our sole discretion and at no cost to you: (a) modify the Services so that they no longer infringe or misappropriate, (b) obtain a license for your continued use of the Services in accordance with these Terms, or (c) terminate your use of such Services upon thirty (30) days’ written notice and refund to you any prepaid fees covering the remainder of the term.
Sample 1
Indemnification by USI. USI shall indemnify, defend and hold harmless each EDS Entity and its respective directors, officers, employees and agents and each of the heirs, executors, successors and assigns of any of the foregoing (the "EDS Indemnitees") from and against:
Sample 1
Indemnification by USI. 16 Section 3.2. Environmental Losses.........................................................................16 Section 3.3. Indemnification by LCA.......................................................................17 Section 3.4. Environmental Losses.........................................................................17 Section 3.5. Third Party Claims...........................................................................17 Section 3.6. Future Business Relationships................................................................18 Section 3.7. Insurance Policies...........................................................................18 Section 3.8. Letter of Credit.............................................................................18 Section 3.9. Notice.......................................................................................18 Section 3.10. Failure to Provide Notice....................................................................19 Section 3.11.
Sample 1
Indemnification by USI. Subject to the provisions of Section 3.2, Section 3.19 and Sections 3.5 through 3.9, USI shall, without any further responsibility or liability of, or recourse to, any of the LCA Parties, absolutely and irrevocably be solely liable and responsible for the USI Liabilities. None of the LCA Parties shall be liable to any of the USI Parties for any reason whatsoever on account of any USI Liabilities. USI shall indemnify, defend, save and hold harmless each of the LCA Parties from and against all claims, liabilities, obligations, losses, costs, costs of defense (as and when incurred, and including reasonable outside attorneys' and consultants' fees), expenses, fines, charges, penalties, allegations, demands, damages (including, but not limited to actual, foreseen or unforeseen, known or unknown, but excluding consequential and punitive damages to the extent prohibited by law), settlements, awards or judgments of any kind or nature whatsoever (all of which are hereinafter collectively referred to as the "LCA Damages"), arising out of (i) the USI Liabilities, (ii) the breach by the USI Parties of any of their obligations under this Agreement or any agreement executed at the Closing thereunder and (iii) any misrepresentation or breach of representation or warranty of USI contained in this Agreement, which representations and warranties are to survive indefinitely. LCA Damages with respect to which, but only to the extent that, any proceeds are received by, or on behalf of, LCA or by any of its Subsidiaries or Affiliates, from any third party insurance policy (and are non-reimbursable by LCA or any of its Subsidiaries or Affiliates under any self-insurance policy), shall not be the subject of indemnification under this Agreement.
Sample 1
AutoNDA by SimpleDocs

Related to Indemnification by USI

  • 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 Owner To the fullest extent permitted by law, Owner shall indemnify and hold harmless Engineer, Engineer’s officers, directors, partners, agents, employees, and Consultants from and against any and all claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals, and all court, arbitration, or other dispute resolution costs) arising out of or relating to the Project, provided that any such claim, cost, loss, or damage is attributable to bodily injury, sickness, disease, or death or to injury to or destruction of tangible property (other than the Work itself), including the loss of use resulting therefrom, but only to the extent caused by any negligent act or omission of Owner or Owner’s officers, directors, partners, agents, consultants, or employees, or others retained by or under contract to the Owner with respect to this Agreement or to the Project.

  • 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 Dalmore Dalmore shall indemnify and hold Client, Client’s affiliates and Client’s representatives and agents harmless from any Losses resulting from or arising out of Proceedings to the extent they are based upon (i) a breach of this Agreement by Dalmore or (ii) the wrongful acts or omissions of Dalmore or its failure to comply with any applicable federal, state, or local laws, regulations, or codes in the performance of its obligations under this Agreement.

  • Indemnification by Parent Parent shall indemnify and hold harmless the Company and the Stockholders (collectively, the “Company Indemnified Parties”), and shall reimburse the Company Indemnified Parties for, any loss, liability, claim, damage, expense (including, but not limited to, costs of investigation and defense and reasonable attorneys’ fees) or diminution of value (collectively, “Damages”) arising from or in connection with (a) any inaccuracy, in any material respect, in any of the representations and warranties of Parent and Acquisition Corp. in this Agreement or in any certificate delivered by Parent and Acquisition Corp. to the Company pursuant to this Agreement, or any actions, omissions or statements of fact inconsistent with any such representation or warranty, (b) any failure by Parent or Acquisition Corp. to perform or comply in any material respect with any covenant or agreement in this Agreement, (c) any claim for brokerage or finder’s fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by any such party with Parent or Acquisition Corp. in connection with any of the transactions contemplated by this Agreement, (d) Taxes attributable to any transaction or event occurring on or prior to the Closing, (e) any claim relating to or arising out of any Liabilities of either Parent or Acquisition Corp. on or prior to Closing or with respect to accounting fees arising thereafter, or (f) any litigation, action, claim, proceeding or investigation by any third party relating to or arising out of the business or operations of Parent, or the actions of Parent or any holder of Parent capital stock prior to the Effective Time.

  • 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 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 Buyer Subject to the other terms and conditions of this Article VIII, Buyer shall indemnify and defend each of Seller and its Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:

  • Indemnification by Seller Seller shall, indemnify, defend, save and hold Purchaser, any assignee of Purchaser and their respective officers, directors, employees, agents and Affiliates (collectively, "Purchaser Indemnitees") harmless from and against all demands, claims, allegations, assertions, actions or causes of action, assessments, losses, damages, deficiencies, liabilities, costs and expenses (including reasonable legal fees, interest, penalties, and all reasonable amounts paid in investigation, defense or settlement of any of the foregoing and whether or not any such demands, claims, allegations, etc., of third parties are meritorious; collectively, "Purchaser Damages") asserted against, imposed upon, resulting to, required to be paid by, or incurred by any Purchaser Indemnitees, directly or indirectly, in connection with, arising out of, which could result in, or which would not have occurred but for, a breach of any representation or warranty made by Seller in this Agreement, in any certificate or document furnished at Closing pursuant hereto by Seller or any Ancillary Agreement to which Seller is or is to become a party, a breach or nonfulfillment of any covenant or agreement made by any Seller in this Agreement or in any Ancillary Agreement to which Seller is or is to become a party, and any and all liabilities of Seller of any nature whatsoever, whether due or to become due, whether accrued, absolute, contingent or otherwise, existing on the Closing Date or arising out of any transaction entered into, or any state of facts existing, prior to the Closing Date, except for any Assumed Liability. To the extent any Purchaser Indemnitee is entitled to collect Purchaser Damages, Purchaser shall, at its option and subject to the terms of the Escrow Agreement, be entitled to withdraw sufficient funds from the Escrow Fund pursuant to the Escrow Agreement in lieu of payment directly from Seller, and to the extent the amount due any Purchaser Indemnitee exceeds the balance of the funds held under the Escrow Agreement, Purchaser shall be entitled to collect such balance owned to Purchaser Indemnitee directly from Seller.

  • Indemnification by Fund Subject to the limitations set forth in this Agreement, each Fund agrees to indemnify and hold harmless the Custodian and its nominees from all losses, damages and expenses (including attorneys' fees) suffered or incurred by the Custodian or its nominee caused by or arising from actions taken by the Custodian, its employees or agents in the performance of its duties and obligations under this Agreement, including, but not limited to, any indemnification obligations undertaken by the Custodian under any relevant subcustodian agreement; provided, however, that such indemnity shall not apply to the extent the Custodian is liable under Sections 6 or 7 hereof. If any Fund requires the Custodian to take any action with respect to Securities, which action involves the payment of money or which may, in the opinion of the Custodian, result in the Custodian or its nominee assigned to such Fund being liable for the payment of money or incurring liability of some other form, such Fund, as a prerequisite to requiring the Custodian to take such action, shall provide indemnity to the Custodian in an amount and form satisfactory to it.

Time is Money Join Law Insider Premium to draft better contracts faster.