Indemnification of Vital Images Sample Clauses

Indemnification of Vital Images. Toshiba hereby agrees to indemnify, defend and hold Vital Images harmless from any and all claims, demands, losses and liabilities, including any reasonable costs or legal fees thereby incurred by Vital Images, resulting from Toshiba’s acts or omissions, including, without limitation, misrepresentations regarding the Products, any violation of applicable laws or regulations relating to the marketing and distribution of the Products, any breach of any covenant or term in this Agreement, any failure by Toshiba to provide the required support or training to end users or to properly install the Products to the extent specified in this Agreement; and any misappropriation by a Toshiba or the Dealer Associate customer of any Vital Images intellectual property. Vital Images hereby agrees to indemnify, defend and hold Toshiba and/or Dealer Associates harmless from any and all claims, demands, losses and liabilities, including any reasonable costs or legal fees thereby incurred by Toshiba and/or Dealer Associates, resulting from Vital Images’ acts or omissions, including, without limitation, misrepresentations regarding the Products, any violation of applicable laws or regulations relating to the marketing and distribution of the Products, or any failure by Vital Images to provide the required support or training to end users or to properly install the Products to the extent specified in this Agreement.
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Indemnification of Vital Images. Reseller hereby agrees to indemnify, defend and hold Vital Images harmless from any and all claims, demands, losses and liabilities, including any reasonable costs or legal fees thereby incurred by Vital Images, resulting from Reseller's acts or omissions, including, without limitation, misrepresentations regarding the Products, any violation of applicable laws or regulations relating to the marketing and distribution of the Products, any breach of any covenant or term in this Agreement, and any failure by Reseller to provide the required support to end users or to properly install the Products, as applicable.
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Indemnification of Vital Images. Subject to Article 8(e), Toshiba hereby agrees to indemnify, defend and hold Vital Images and its Affiliates and their respective officers, directors, employees, agents and representatives (collectively, the “Vital Images Indemnified Parties” and, individually, a “Vital Images Indemnified Party”) harmless from and against any and all Losses sustained or suffered by any such Vital Images Indemnified Party as a result of any breach of any representation, warranty, covenant or agreement made by Toshiba in this Agreement. Toshiba shall be given written notice of any third party suit, claim or other legal action for which Toshiba may have indemnification liability hereunder (“Toshiba Legal Action”) within thirty (30) days of Vital Images’ first knowledge thereof, provided, that, the failure of Vital Images to notify Toshiba of any such matter within the thirty (30) day period shall not release Toshiba, in whole or in part, from its obligations under this Section 11(b), except to the extent Vital Images’ failure to so notify Toshiba materially prejudices Toshiba’s ability to or materially increases Toshiba’s costs to defend against such Toshiba Legal Action. Toshiba shall have sole and exclusive control of the defense of any Toshiba Legal Action, including the choice and direction of any legal counsel. Vital Images may not settle or compromise any Toshiba Legal Action without the written consent of Toshiba unless such settlement or compromise contains an unconditional release of Toshiba from any indemnification liability hereunder. Vital Images shall provide all reasonably requested assistance to Toshiba, at Toshiba’s expense.
Sample 1
Indemnification of Vital Images. Toshiba hereby agrees to indemnify, defend and hold Vital Images harmless from any and all claims, demands, losses and liabilities, including any reasonable costs or legal fees thereby incurred by Vital Images, resulting from Toshiba’s acts or omissions, including, without limitation, misrepresentations regarding the Products, any violation of applicable laws or regulations relating to the marketing and distribution of the Products, any breach of any covenant or term in this Agreement, any failure by Toshiba to provide the required support or training to end users or to properly install the Products; and any misappropriation by a Toshiba or the Dealer Associate customer of any Vital Images intellectual property.
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Related to Indemnification of Vital Images

  • 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 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

  • 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.

  • Survival of Indemnification and Advancement of Expenses The indemnification and advancement of expenses provided by, or granted pursuant to, this Article VIII shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such a person.

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