Indemnification by USI Sample Clauses

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.

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

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.

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.

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: (a) Losses resulting from a failure by any USI Entity to pay, perform or otherwise discharge any Assumed Liability; (b) Losses resulting from any breach, default or failure to pay, perform or otherwise discharge any Liability on the part of any USI Entity under this Agreement or any Assignment and Assumption Agreement; (c) Losses arising from any Third Party Claim against an EDS Indemnitee that asserts, explicitly or implicitly, a Liability on the part of such EDS Indemnitee relating to, arising out of, or due to, directly or indirectly, any Transferred Assets or Transferred Business whether relating to, arising our of, or due to occurrences or conditions prior to, on, or after the Effective Time; (d) Losses arising from Environmental Liabilities at any of the USI Premises, only to the extent that such Environmental Liabilities are attributable to the Transferred Business; (e) Losses arising from or in connection with a breach, default or failure to pay, perform or otherwise discharge any Liability on the part of any USI Entity under any lease or sublease for any USI Premises; (f) Losses arising from any Third Party Claim against any EDS Indemnitee made by (i) any individual employed in the Transferred Business at the time the Third Party Claim was made or (ii) any former employee in, or retiree from, the Transferred Business who was employed in the Transferred Business at the time the Third Party Claim arose, unless in either case the Third Party Claim arose primarily from conduct by any EDS Entity or by any individual employed in any EDS Business at the time that the Third Party Claim arose; (g) Losses arising from any Third Party Claim against any EDS Indemnitee made by any current or former employee in, or retiree from, the EDS Business who was employed in the EDS Business at the time the Third Party Claim arose if the Third Party Claim arose primarily from conduct by any USI Entity or by any individual employed in any Transferred Business at the time that the Third Party Claim arose; and (h) Losses (excluding those arising from Environmental Liabilities, which are addressed in subsection (d) of this Section 2.02) arising from any Third Party Claim against an EDS Indemnitee relating to a personal injury or prop...

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.