Indemnification/Limited Liability Sample Clauses

Indemnification/Limited Liability. You agree to indemnify us and our agents from all claims, liabilities, losses, expenses and damages, including attorney’s fees, arising out of any action we take pursuant to your instructions or your violation of these terms or applicable law. We cannot guarantee the timely delivery or return of funds as a result of a failure of another financial institution to act in a timely manner.
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Indemnification/Limited Liability. You agree to indemnify us, and Intuit Inc, and each of our agents and affiliates from all claims, liabilities, losses, expenses and damages, including attorney’s fees, arising out of any action we take pursuant to your instructions or your violation of these terms or applicable law. We cannot guarantee the timely delivery or return of funds as a result of a failure of another financial institution to act in a timely manner. If we give you credit for an Inbound Transfer prior to receiving funds from the other financial institution and do not actually receive funds, or if we are required to return funds to the other financial institution because such transfer was not authorized, you agree that you are responsible for any losses we may incur.
Indemnification/Limited Liability. You agree to indemnify us and our agents (including Stash and its affiliates) from all claims, liabilities, losses, expenses and damages, including attorney’s fees, arising out of any action we take pursuant to your instructions or your violation of these terms or applicable law. We cannot guarantee the timely delivery or return of funds as a result of a failure of another financial institution to act in a timely manner.
Indemnification/Limited Liability a. You hereby indemnify and hold harmless, and upon Company's request, defend, Company its affiliates (and their respective directors, officers and employees) from and against any and all losses, liabilities, damages, costs or expenses (including reasonable attorneys' fees and costs) arising out of any claim, action, or proceeding brought by a third party based on: (i) a breach or alleged breach of any warranty, representation, covenant or obligation of yours under this Agreement; or (ii) any allegation that any User Content provided, uploaded, syndicated, linked to or authorized by or on behalf of you hereunder or Company's or any User's use thereof violates or infringes the rights of another party. You will reimburse Company and its affiliates on demand for any actual payments made in resolution of any liability or claim that is subject to indemnification under this Section 15, provided that Company attempts to obtain your written consent prior to making such payments, and such consent is not unreasonably withheld, delayed or conditioned. Company shall promptly notify you of any such claim, and you shall assume control of the defense of such claim upon Company's request. Company shall have the right, at its expense, to participate in the defense thereof under your direction. You shall not settle any claim in any matter that adversely impacts Company without Company's prior written consent.
Indemnification/Limited Liability. (a) Newco shall defend, indemnify and hold harmless AP Biotech and any officers, directors, agents, shareholders, legal representatives, employees, successors and assigns of AP Biotech (exclusive of any subdistributors not included within the defined term "AP Biotech") from and against any and all third party claims, actions, suits and judgments, and from and against any and all liabilities, losses, damages, costs, charges, attorneys' fees and other expenses of whatever nature and character (collectively "Third Party Damages") arising from or in connection with: (i) the manufacture by Newco of any Current Product or New Product, (ii) any breach by Newco of any of its obligations under this Agreement, or (iii) an allegation by a third party that the Current Products or New Products sold by Newco to AP Biotech in accordance with this Agreement infringe any other party's intellectual property rights (other than rights with respect to the Intellectual Property). Notwithstanding anything contained herein to the contrary, Newco shall not be required to provide indemnification with respect to any Third Party Damages to the extent that they result from the negligence, gross negligence or wilful misconduct of AP Biotech. CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.
Indemnification/Limited Liability. 8.1. You shall defend, indemnify and hold harmless Geoearnings, its subsidiaries, officers, employees, licensors, agents, and representatives against any and all claims, damages, costs and expenses including, without limitation, reasonable attorneys’ fees, litigation expenses and burden of loss, arising out of or in connection with the Content, Your use, whether directly or by means of Your employees, agents, customers, and users of the Services, including but not limited to any claims, lawsuits or proceedings for libel, slander, copyright and trademark violation, resulting from Your enrolment with the Network under an Affiliate membership, or otherwise Your breach of any of the provisions under these T&Cs.
Indemnification/Limited Liability. (a) Biochrom shall defend, indemnify and hold harmless, AP Biotech and any officers, directors, agents, shareholders, legal representatives, employees, successors and assigns of AP Biotech (exclusive of any sub-distributors not included within the defined term “AP Biotech”) from and against any and all liabilities, losses, damages, costs, charges, attorneys’ fees and other expenses of whatever nature and character (collectively “Third Party Damages”) arising from or in connection with: (i) the manufacture by Biochrom of any Product, (ii) any breach by Biochrom of any of its obligations under this Agreement, or (iii) any breach of the warranty contained in Section 11(e). Notwithstanding anything contained herein to the contrary, Biochrom shall not be required to provide indemnification with respect to any Third Party Damages to the extent that they result from negligence, gross negligence, breach, default or misconduct of AP Biotech or any third party.
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Indemnification/Limited Liability. 6.1 OTX agrees to indemnify, defend and hold harmless Greenfield and GoZing and their respective directors, officers, employees, agents and affiliates from and against any and all claims, actions and proceedings (including but not limited to all reasonable attorney's fees and expenses, damages, judgments, settlements and costs incurred in connection therewith) that arise out of or relate to any intentional or negligent act or omission of OTX in connection with OTX's performance of its obligations under this Agreement (a "Third Party Claim").
Indemnification/Limited Liability 
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