Indemnification Infringement. (I) The Purchasing Agent hereby indemnifies each Licensee and holds it harmless from and against any loss, liability, penalty, deficiency, damage or out-of-pocket expense (including, without limitation, reasonable legal fees and expenses) which such Licensee may suffer, sustain or become subject to resulting from, arising out of or caused by any suit, action or proceeding brought by a third party claiming or alleging in any manner that the use of any of the Marks by such Licensee has infringed upon the rights of others; provided, however, that the Purchasing Agent shall not be liable or responsible to indemnify a Licensee if the claimed or alleged infringement results from such Licensee's violation of this Section 10 or bad faith, willful misfeasance or gross negligence.
Indemnification Infringement. Each of us (each, an “Indemnifying Party”) will indemnify, defend and hold harmless the other (the “Indemnified Party”) from and against any and all damages, liabilities, costs and expense (including reasonable attorneys’ fees) resulting from any claim, demand, judgment, or proceeding (collectively, “Claims”) brought by a third party either arising out of or relating to (a) a material breach by the Indemnifying Party of this Agreement, or (b) content (including, software) the Indemnifying Party authorizes or provides for use on the Site. (Because you are solely responsible for Your Content, and we are solely responsible for the software and Services we provide, we require that indemnity obligations be mutual in order to appropriately allocate the risk between the parties.) The Indemnified Party will promptly notify the Indemnifying Party of any Claim for which it seeks indemnification, provided that failure or delay in providing such notice will not relieve Indemnifying Party of any obligation to indemnify and defend the Indemnified Party, except to the extent that the failure or delay prejudices the defense of any such Claim. Xxxxxxxxx’s indemnification obligations above include our agreement to indemnify, defend and hold you harmless from third-party Claims arising from allegations that the Services we provide, as used by you within the scope of this Agreement, infringe the intellectual property rights of any third party. In addition, if any part of the Services are held, or, in our sole opinion, may be held, to constitute an infringement, we, at our option and expense, may either (i) modify the Services so they become non-infringing, or (ii) replace the Services with functionally equivalent, non- infringing services reasonably acceptable to you. If neither of these options is commercially practicable, we will discontinue the Services and provide you a pro-rata refund of applicable fees. (For the purposes of this section, “infringement” includes misappropriation of trade secrets.) This Section 11 (including indemnification obligations) states the parties’ entire liability and obligation, and exclusive remedies, with respect to any alleged or actual infringement of a third party’s trademarks, patents, trade secrets, copyrights, or other similar intellectual property rights by or relating to the Services.
Indemnification Infringement. The Agency agrees to indemnify and save harmless AT&T, its subsidiaries, affiliates and its customers and their officers, directors, employees successors and assigns (collectively referred to as "AT&T") from and against the following claims, losses, suits, demands, or liens:
Indemnification Infringement. The Agency agrees to indemnify and save harmless AWS, its subsidiaries, affiliates and its customers and their officers, directors, employees successors and assigns (collectively referred to as "AWS") from and against the following claims, losses, suits, demands, or liens:
Indemnification Infringement. 28 8.1 Indemnification ......................................... 28 8.2
Indemnification Infringement. If Goods supplied by Seller are used by Buyer to infringe, or such use is alleged to infringe, any patent, copyright or other design right, or if Goods supplied by Seller pursuant to Buyer’s designs or specifications infringe, or are alleged to infringe, any patent, copyright or other design right, or Seller’s compliance with Buyer’s specifications or instructions to meet its particular needs for specialty manufactured goods infringe, or are alleged to infringe, any patent, copyright or design right, then Buyer shall indemnify Seller against all damages and costs incurred or suffered by it as a result of such infringement or allegation of infringement. Seller hereby rejects any indemnification by Seller of Buyer.
Indemnification Infringement. (a) Subject to Section 15(c), Seller shall indemnify and hold Purchaser, its directors, officers, employees and agents harmless from and against all liabilities, damages, losses or expenses (including reasonable attorneys' fees and expenses) ("Damages") incurred or suffered by Purchaser with respect to or arising out of (i) any injury, claim or damage resulting from or caused by the manufacture of Product, operation of the Manufacturing Facility or any Product Defect with respect to any Product, including injuries to persons and property arising from such Product Defect or (ii) any breach by Seller of its warranties, covenants or agreements hereunder, except to the extent such Damages are caused by the gross negligence or willful misconduct of Purchaser or a breach by Purchaser of its warranties, covenants or agreements hereunder; and provided that Seller shall have no such indemnification obligation with respect to Damages incurred or suffered by Purchaser arising out of or as a result of any Force Majeure.
Indemnification Infringement a. In the event that any lawsuit is brought against Larscom based on a claim that the Intellectual Property or Hardware, or any modification thereto approved by 3NO, infringes any patent, copyright, or trade secret, 3NO agrees that it will (i) defend such claim at its expense, as long as it is notified in writing, within a reasonable period of time, and is given whatever information is available to defend the claim; (ii) indemnify and hold Larscom harmless from and against all damages, costs and expenses, including reasonable attorneys' fees and costs, and (iii) pay all damages and costs awarded against Larscom on such claim, as well as all reasonable out-of-pocket expenses incurred and paid by Larscom directly resulting from such claim. 3NO will not be responsible for any cost or expense related to a compromise of such claim made by Larscom without 3NO's written consent.
Indemnification Infringement. (I) The Purchasing Agent hereby indemnifies each Licensee and holds it harmless from and against any loss, liability, penalty, deficiency, damage or out-of-pocket expense (including, without limitation, reasonable legal fees and expenses) which such Licensee may suffer, sustain or become subject to resulting from, arising out of or caused by any suit, action or proceeding brought by a third party claiming or alleging in any manner that the use of any of the Marks by such Licensee has infringed upon the rights of others; provided, however, that the Purchasing Agent shall not be liable or responsible to indemnify a Licensee if the claimed or alleged infringement results from such Licensee's violation of this Section 10 or bad faith, willful misfeasance or gross negligence. (II) Each Licensee will notify the Purchasing Agent promptly in writing of any claim that the use of any of the Marks infringes the rights of others, or of the institution of any legal actions or suits predicated upon such claimed infringement, and any such suit or action will be diligently defended at the sole expense of and under the sole control of the Purchasing Agent.
Indemnification Infringement. Contractor agrees to indemnify and save harmless Company, its subsidiaries, other affiliates, its and their direct and indirect customers, and the officers, directors, employees, successors and assigns of any of them (all hereinafter referred to in this clause as "Company") from and against claims, losses, damages, expenses, liabilities, suits, demands, or liens that arise out of or result from:
