Indemnification by Xxxx. Except as otherwise specifically set forth in this Agreement or in any Ancillary Agreement, to the fullest extent permitted by Law, Xxxx shall, and shall cause the other members of the Xxxx Group to, indemnify, defend and hold harmless Parent, each member of the Parent Group and each of their respective past, present and future directors, officers, employees and agents, in each case in their respective capacities as such, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “Parent Indemnitees”), from and against any and all Liabilities of the Parent Indemnitees relating to, arising out of or resulting from, directly or indirectly, any of the following items (without duplication):
Indemnification by Xxxx. Xxxx and its successors and assigns shall indemnify, defend, and hold harmless Client and its successors and assigns from and against and in respect of any Claim alleging that the Xxxx Services infringes the United States patent, trademark, or copyright of that third party, by paying all amounts that a court finally awards or that Xxxx agrees to pay in settlement of any such Claim. In the event of any adjudication that the Xxxx- Provided Services does infringe or if the licensing or use of the same or any part thereof is enjoined, Xxxx shall, at its expense and option, do one of the following: (a) procure for Client the necessary right to continue using the affected functionality; (b) replace or modify the affected functionality with a functionally equivalent non-infringing item or portion thereof; (c) modify the affected functionality so that it is non-infringing; or (d) if none of the foregoing are commercially reasonable, terminate this T&C upon written notice to Client. Xxxx shall not be liable to, and shall have no obligation hereunder to, defend, indemnify or hold harmless Client from or against any Claim based on or resulting from: (1) the use of the Xxxx Services by Client other than as authorized in this T&C; (2) the combination of the Xxxx Services or any portion thereof with any product, software, business method, machine, or device which is not provided by Xxxx; (3) any modification of the Xxxx Services or any portion thereof by any party other than Xxxx or its subcontractors; (4) use of an allegedly infringing version of the Xxxx Services or any portion thereof, if the alleged infringement could be avoided by the use of a different version made available to Client by Xxxx: or (5) the use of the Xxxx Services after notice from Xxxx that Client should stop such use due to a potential infringement claim. This paragraph states the entire liability of Xxxx and its subcontractors, and Client’s sole and exclusive remedy, with respect to infringement of intellectual property rights.
Indemnification by Xxxx. Xxxx will defend Customer from and against any third-party claim to the extent alleging that the Service, when used by Customer as authorized in this Agreement, infringes a third party’s patent, copyright, trademark or trade secret, and will indemnify and hold harmless Customer against any damages or costs awarded against Customer (including reasonable attorneys’ fees) or agreed in settlement by Xxxx resulting from the claim.
Indemnification by Xxxx. Subject to the remainder of this Clause 16 (Indemnities), Dell will: (a) defend You against any claim made by a third party to the extent it alleges that the Service Offering used by You in compliance with the Agreement infringes that party’s patent, copyright, or trade secret enforceable in the country where You ordered the Service Offering from Dell or its Reseller (in this Clause “Dell Indemnified Claim”); and (b) indemnify You by paying: (i) the resulting costs and damages finally awarded against You by a court of competent jurisdiction to the extent they result from the Dell Indemnified Claim; or (ii) the amounts stated in a written settlement negotiated and approved by Xxxx. In addition, should any Service Offering become, or in Dell’s opinion be likely to become, the subject of a Dell Indemnified Claim, Dell may, at its option: (1) modify or replace the affected Service Offering with a non-infringing substitute; or (2) terminate the Service Offering and refund any prepaid fees for the portion of Service Offering that will not be provided as a result of the termination. Dell will not be liable for any claims or damages due to Your continued use of a Service Offering that Dell has modified, replaced, or terminated as provided herein. Except as otherwise provided by law, this Clause 16.2 (Indemnification by Xxxx) states Your exclusive remedies for any Dell Indemnified Claim relating to the Service Offering. Nothing in the Agreement or elsewhere will obligate Dell to provide You any greater indemnity.
Indemnification by Xxxx. XXXX agrees to indemnify, hold harmless, protect and defend Vendor and its officers, directors, shareholders, employees and agents and Participant from and against any Claims claimed by a third party arising out of any willful or negligent act of XXXX or its agents, employees, contractors or representatives, in connection with the performance of its obligations hereunder other than special and consequential damages (excluding there from Claims arising from the negligence or wanton and willful misconduct of Vendor).
Indemnification by Xxxx. Following the Closing, Xxxx shall indemnify and hold harmless each of the Fanhua Parties and its Affiliates and their respective officers, directors, employees, agents, successors and assigns (each an “Fanhua Indemnified Party”) for and against any and all Liabilities, losses, damages, claims, costs and expenses, interest, awards, judgments and penalties (including attorneys’ and consultants’ fees and expenses) (each, a “Loss”) actually suffered or incurred by them (including any Action brought or otherwise initiated by any of them), arising out of or resulting from:
Indemnification by Xxxx. In the event of any registration of any securities of Xxxx under the Securities Act pursuant to Article II or Article III, Xxxx will indemnify and hold harmless each selling Holder of any Registrable Securities covered by such Registration Statement, its directors, officers and agents and each other Person, if any, who controls such selling Holder within the meaning of Section 15 of the Securities Act (each such selling Holder and such other Persons, collectively, “Holder Covered Persons”), against any and all out-of-pocket losses, claims, damages, liabilities and expenses (including reasonable attorneys’ fees and expenses) (collectively, “Damages”) actually and as incurred by such Holder Covered Person under the Securities Act, common law or otherwise, to the extent that such Damages (or actions or proceedings in respect thereof) arise out of or result from (a) any untrue statement or alleged untrue statement of a material fact contained in the Disclosure Package, any Registration Statement, the Prospectus, or in any amendment or supplement thereto, under which such securities were registered under the Securities Act or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or (b) any untrue statement or alleged untrue statement of a material fact contained in any preliminary Prospectus, together with the documents incorporated by reference therein (as amended or supplemented if Xxxx shall have filed with the SEC any amendment thereof or supplement thereto), if used prior to the effective date of such Registration Statement, or contained in the Prospectus, together with the documents incorporated by reference therein (as amended or supplemented if Xxxx shall have filed with the SEC any amendment thereof or supplement thereto), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that Xxxx shall not be liable to any Holder Covered Person in any such case to the extent that any such Damage (or action or proceeding in respect thereof) arises out of or relates to any untrue statement or alleged untrue statement or omission or alleged omission made in such Registration Statement or amendment thereof or supplement thereto o...
Indemnification by Xxxx. Product Distributor shall not be responsible for, and GEID shall indemnify and hold Product Distributor and its affiliates and their officers, directors, employees, agents, and persons, if any, who control it (within the meaning of the 1940 Act) harmless from and against any and all losses, damages, costs, charges, counsel fees, payments, expenses, and liability, arising out of or attributable to: • XXXX’s lack of good faith or willful misconduct in carrying out its duties and responsibilities under this Agreement; • the material failure or alleged (by a regulatory agency) material failure of GEID to comply with any applicable law, rule or regulation in connection with the discharge of any obligations under this Agreement; • any material breach or alleged material breach by GEID of any provision of this Agreement, including any material breach or alleged material breach by GEID of any representation made by it in the Agreement; or • any untrue statement or alleged untrue statement of material fact, or any omission or alleged omission to state a material fact, in the Registration statement or in any written sales literature or other marketing materials provided to Product Distributor by XXXX, the Company or their affiliates. GEID will not be obligated to indemnify any entity or person pursuant to this Section 6(b) against any liability to which Product Distributor, its officers and directors, or any controlling person would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in performance of, or reckless disregard of, the obligations and duties set forth in this Agreement.
Indemnification by Xxxx. XXXX shall defend, indemnify and hold Purchaser, it shareholders, officers, directors, agents, lawyers, employees and any of its related entitles (a “Purchaser Indemnified Party”) harmless against any and all Adverse Consequences a Purchaser Indemnified Party may suffer resulting from, arising out of, or related to: (i) any breach or alleged breach of any warranty, representation or covenant made by MAIA in this Agreement, or (ii) any claim by a third party that Xxxxxxxxx’s use of any of the Trademarks infringes upon the rights of the third party. Notwithstanding the foregoing, XXXX will not be liable for any Adverse Consequences to the extent the Adverse Consequences result from Purchaser’s violation of any material provision of this Agreement, including those relating to proper use of the Trademarks, if the Adverse Consequences would have been avoided in the absence of such violation.
Indemnification by Xxxx. ANet shall defend at its expense any claim, suit or proceeding (each, a “Claim”) brought against Member by any third party to the extent such Claim is based upon a claim that Member’s proper use of the Platform or any ANet Content in accordance with the terms of this Agreement infringes such third party’s rights under any United States patent or copyright, and ANet shall pay all costs and damages finally awarded against Member by a court of competent jurisdiction as a result of any such Claim. If Member’s proper use of the Platform or any ANet Content in accordance with the terms of this Agreement constitutes or in ANet’s opinion might be held to constitute infringement as set forth above, ANet may, at its option, (a) modify the Platform or ANet Content, as applicable, so as to avoid infringement or misappropriation; (b) procure the right for Licensee to continue to use the Platform or ANet Content, as applicable; or (c) terminate the Agreement and provide to Member a refund of the prorated fees. The foregoing indemnity shall not apply to any Claim based upon or arising from any use of the Platform or ANet Content outside the scope of this Agreement or in a manner for which it was not designed.
