Indemnification of Reseller Sample Clauses

Indemnification of Reseller. NetSuite KK shall indemnify and hold harmless each of Reseller, its Affiliates, its Authorized Reseller, and the directors, officers, employees, customers, licensees, and contractors of Reseller and such Affiliates, and the successors and assigns of any of the foregoing (the “Reseller Indemnitees”), from and against any and all liabilities, damages, settlements, claims, actions, suits, proceedings, penalties, fines, costs and expenses (including reasonable attorneys’ fees and other expenses of litigation) incurred by the Reseller Indemnitee based upon a claim of a non-Affiliate third party to the extent resulting from: (a) a breach by NetSuite KK of any of its representations or warranties in this Agreement; or (b) the negligence, or illegal or willful misconduct, of NetSuite KK in connection with this Agreement or the Product, including violation of the Act, in each case except to the extent a violation of the law results from a breach by Reseller of its obligations, representations, or warranties under this Agreement.
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Indemnification of Reseller. Engage shall, at its expense, --------------------------- indemnify, hold harmless and defend Reseller from and against any and all damages, costs and expenses, including reasonable attorneys' fees, incurred by Reseller in connection with (a) a claim that a Product, as delivered by Engage and used by Reseller within the scope of this Agreement, infringes any copyright, (b) a prohibition or restriction on Reseller's exercise of any right granted in Section 2 hereof during the term of this Agreement other than those prohibitions or restrictions set forth in this Agreement (or any other agreement between the parties); provided that Reseller notifies Engage promptly in writing of the infringement claim and Engage has sole control over the defense or settlement of such claim and Reseller, at its expense, provides reasonable assistance in the defense of the same. Notwithstanding the foregoing, in the event that an infringement is found and continued use of a Product is enjoined, Engage will, at its option and expense, either: (i) procure for Reseller the right to continue to use the Product; (ii) modify or alter the Product so that it becomes non-infringing; or (iii) replace the Product with a non-infringing alternative. If all of these options may only be exercised by Engage at an unreasonable cost, then Engage may require Reseller to immediately cease all use and distribution of the Product and terminate the End User Licenses granted under this Agreement and pay to the Reseller the Product purchase fees that Reseller paid to Engage, less a portion for prior usage, amortized over a 3 year period. Engage shall have no obligation to indemnify Reseller with respect to any claim based upon (i) any modification of a Product by a party other than Engage; (ii) the combination, operation or use of the Product with a non-Engage software program or data if the claim would have been avoided had such combination, operation or use not occurred; or (iii) the use of other than the latest release of a Product, if such claim could have been avoided by use of the latest unmodified release, which release is provided by Engage to Reseller pursuant to the terms of the Maintenance Services Agreement. Engage's obligation to indemnify Reseller will be reduced to the extent the damages could have been reduced by Reseller's use of the latest release.
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Indemnification of Reseller. IBSS agrees to indemnify, defend and hold harmless Reseller and its Affiliates, and their respective shareholders, directors, officers, employees, agents and other representatives, from and against any claims, damage, loss, cost, expense, demands (including the costs, expenses and reasonable attorneys’ fees on account thereof) or other liability which arises out of, or is related to, directly or indirectly, any of the following:
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Indemnification of Reseller. Vital Images hereby agrees to indemnify, defend and hold Reseller harmless from any third party suit, claim or other legal action ("Legal Action") that alleges the Software infringes any United States patent, copyright, or trade secret, including any reasonable costs or legal fees thereby incurred by Reseller. Reseller shall be given written notice of any Legal Action within thirty (30) days of Reseller's first knowledge thereof; provided, that, the failure of Reseller to notify Vital Images of any such matter within the thirty (30) day period shall not release Vital Images, in whole or in part, from its obligations under this Section 8.5, except to the extent Reseller's failure to so notify Vital Images materially prejudices Vital Images' ability to defend against such suit, claim or other legal action. Vital Images shall have sole and exclusive control of the defense of any Legal Action, including the choice and direction of any legal counsel. Reseller may not settle or compromise any Legal Action without the written consent of Vital Images. If the Software is found to infringe any such third party intellectual property right in such a Legal Action, at Vital Images' sole discretion and expense, Vital Images shall (i) obtain a license from such third party for the benefit of Reseller and its customers; (ii) replace or modify the Software so that it is no longer infringing; or (iii) if neither of the foregoing is commercially feasible, terminate this Agreement and refund to Reseller all amounts previously paid by Reseller for the Software and the Products, if applicable law requires such refund.
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Indemnification of Reseller. ACS agrees to indemnity RESELLER against and hold harmless from, any and all claims (including reasonable attorneys' fees and costs of litigation or defense incurred by RESELLER by any other party (including any End-User) resulting from acts, omissions or misrepresentations (i) arising out of any breach of the terms and conditions of this agreement by ACS, or (ii) arising from the acts of ACS which give rise to claims that such acts were committed by or on behalf of RESELLER by ACS acting in the role of agent or otherwise.
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Indemnification of Reseller. 14.3(a) Subject to Section 14.2, SAP shall indemnify Reseller against all claims, liabilities and costs and expenses, including reasonable legal fees, up to the maximum amount described in Section 14.3(b), reasonably incurred in the defense of any claim made or brought against Reseller by third parties alleging that (a) use of the Marks as authorized pursuant to § 11.3 hereof, or (b) Use of the Software infringes or misappropriates any valid: (i) United States or European Union country member patent, or (ii) copyright, or (iii) trade secret or other proprietary rights; provided that Reseller promptly notifies SAP in writing of any such claim and SAP is permitted to control fully the defense and any settlement of such claim. Reseller shall cooperate fully in the defense of such claim and may appear, at its own expense through counsel reasonably acceptable to SAP. SAP may, in its sole discretion, settle any such claim on a basis requiring SAP to substitute for the Software alternative substantially equivalent non-infringing programs and supporting Documentation.
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Related to Indemnification of Reseller

  • Indemnification of Licensee Drake hereby agrees to indemnify and hold Licensee harmless from and against any and all liabilities, losses, costs, expense, damages, and deficiencies during the term of this Agreement, including, without limitation, court costs and reasonable attorney fees, which directly or indirectly arise out of, result from or relate to any and all liabilities, obligations, or claims, whether accrued, absolute, contingent, or otherwise, which have as a basis the intellectual property ownership of the Software. Licensee agrees to notify Drake of such claims in writing within thirty (30) days of becoming aware of said claim.

  • Indemnification of Client In the event that the Client or Masterworks becomes involved in any capacity in any action, proceeding, investigation, or inquiry in connection with any matter referred to in this Agreement, the Financial Adviser agrees to reimburse the Client or Masterworks for its legal and other expenses (including but not limited to the cost of any investigation and preparation as they are incurred by Client or Masterworks in connection therewith) if, and to the extent that (i) it shall be finally judicially determined by a court of competent jurisdiction that such action, proceeding, investigation, or inquiry arose out of the gross negligence or willful misconduct of Financial Adviser in performing the services, which are the subject of this Agreement; or (ii) such action, proceeding, investigation, or inquiry arose solely out of Financial Adviser’s violation of its representations and warranties set forth in this Agreement regarding compliance with securities laws. Financial Adviser also agrees to indemnify Client and hold it harmless from and against any and all losses, claims, damages, liabilities, costs, and expenses of every kind, nature, and description, fixed or contingent (including, without limitation, counsel’s fees and expenses and the costs of investigation and preparation for and any other costs associated with any action, proceeding, investigation or inquiry in which Client may be involved in any capacity) incurred by Client or Masterworks in connection with or as a result of any matter referred to in this Agreement or arising out of any matter contemplated by this Agreement if (i) it shall be finally judicially determined by a court of competent jurisdiction that such losses, claims, damages, or liabilities arose out of the gross negligence or willful misconduct of Financial Adviser; or, (ii) in the event of Financial Adviser’s violation of its representations and warranties set forth in this Agreement regarding compliance with securities laws.

  • Indemnification Procedure; Determination of Right to Indemnification (a) Promptly after receipt by the Indemnitee of notice of the commencement of any Proceeding, the Indemnitee shall, if a claim for indemnification or advancement of Expenses in respect thereof is to be made against the Company under this Agreement, notify the Company of the commencement thereof in writing. The omission to so notify the Company will not relieve the Company from any liability which the Company may have to the Indemnitee under this Agreement unless the Company shall have lost significant substantive or procedural rights with respect to the defense of any Proceeding as a result of such omission to so notify.

  • Indemnification of Manager The Company and each Managed Subsidiary, jointly and severally, agrees to indemnify the Manager, any controlling person of the Manager, and each of their respective directors, officers, employees, agents, Affiliates and representatives (each, an “Indemnified Party”) and hold each of them harmless against any and all losses, (including lost profits) claims, damages, expenses or liabilities, joint or several (collectively, “Liabilities”), to which the Indemnified Parties may become liable, directly or indirectly, arising out of, or relating to, this Agreement, unless it is finally judicially determined that the Liabilities resulted from the gross negligence, willful misconduct, bad faith or reckless disregard of duty of any Indemnified Party or fraudulent or dishonest acts of such Indemnified Party. The Company and the Managed Subsidiaries further agree to reimburse each Indemnified Party immediately upon request for all expenses (including reasonable attorneys’ fees and expenses) as they are incurred in connection with the investigation of, preparation for, defense of, or providing evidence in any action, claim, suit, proceeding or investigation, directly or indirectly, arising out of, or relating to, this Agreement or the Manager’s services hereunder, whether or not pending or threatened and whether or not any Indemnified Party is a party to such proceeding. The Company and the Managed Subsidiaries also agree that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company, the Managed Subsidiaries, or any person asserting claims on behalf of or in right of the Company or the Managed Subsidiaries, directly or indirectly, arising out of, or relating to, this Agreement or the Manager’s services thereunder, unless it is finally judicially determined that such Liability resulted from the gross negligence, willful misconduct, bad faith or reckless disregard of duty of such Indemnified Party or fraudulent or dishonest acts of such Indemnified Party. Moreover, in no event, regardless of the legal theory advanced, shall any Indemnified Party be liable to the Company, the Managed Subsidiaries, or any person asserting claims on behalf of or in the right of the Company or the Managed Subsidiaries for any consequential, indirect, incidental or special damages of any nature. In the event that an Indemnified Party is requested or required to appear as a witness in any action brought by or on behalf of or against the Company or the Managed Subsidiaries or any Affiliate of the Company or the Managed Subsidiaries in which such Indemnified Party is not named as a defendant, the Company and the Managed Subsidiaries agree to reimburse the Manager for all expenses incurred by it in connection with such Indemnified Party’s appearing and preparing to appear as such a witness, including, without limitation, the reasonable fees and disbursements of its legal counsel. The Company and the Managed Subsidiaries agree that, without the Manager’s prior written consent, they will not settle, compromise or consent to the entry of any judgment in or otherwise seek to terminate any claim, action, suit, proceeding or investigation in respect of which indemnification could be sought hereunder (whether or not the Manager or any other Indemnified Party is an actual or potential party to such claim, action, suit, proceeding or investigation), unless (a) such settlement, compromise, consent or termination includes an unconditional release of each Indemnified Party from any liabilities arising out of such claim action, suit, proceeding or investigation and (b) the parties agree that the terms of such settlement shall remain confidential.

  • Indemnification of Company Each Underwriter will severally and not jointly indemnify and hold harmless the Company and the Manager, and each of their directors and each of their officers who signs a Registration Statement and each person, if any, who controls the Company and the Manager within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”) against any losses, claims, damages or liabilities to which such Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or State statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of any Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus, or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of such Statutory Prospectus, Final Prospectus or Issuer Free Writing Prospectus, in light of the circumstances under which they were made) not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter consists of the following information in the Final Prospectus furnished on behalf of each Underwriter: the information relating to concession figures, stabilizing transactions, penalty bids and syndicate covering transactions contained in the fourth, fifteenth and sixteenth paragraphs under the caption “Underwriting.”

  • Indemnification Etc 55 9.1 Survival of Representations, Etc.............................................................. 55 9.2

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