Indemnity and Remedies. 9.1 By the Customer or its Agents Subject to Section 9.3, the Customer or its Agents shall indemnify and hold TCS, its officers, directors, employees, agents, and other representatives harmless, from and against any Losses incurred or suffered by such Persons which are, directly or indirectly, or in any way or in any manner whatsoever, the result of, caused by or arise by reason of: any intentional, wrongful or negligent act or omission of the Customer or of officers, directors, employees, Agents, legal counsel and other representatives in the performance of any of the duties and obligations of the Customer under this Agreement or otherwise; any misrepresentation by, or breach of any warranty of, the Customer or its Agents contained in this Agreement; any default by the Customer or its Agents under, or any breach or contravention by the Customer of, any agreement, covenant, term or provision of this Agreement; and the enforcement of this Agreement or any provision hereof as a result of any of the matters set forth in Sections 9.1(i). 9.1(ii) or 9.1 (iii).
Indemnity and Remedies. 10.1 You hereby indemnify (agree to compensate), and agree to defend and hold Reality Check and Reality Check’s affiliates, officers, directors, owners, licensors, service providers, partners, contractors, employees, agents and licensees (collectively, the "Indemnified Parties") harmless from and against any and all any liabilities, claims, costs and expenses (including legal expenses and lawyers’ fees) incurred by the Indemnified Parties in connection with any claim arising out of any breach by you of this Terms of Use Agreement or claims arising directly or indirectly from your use or misuse of the App (which also includes Virtual Items), and any negligent or improper use of your device, password and username; and / or any use otherwise than in accordance with the terms of this Terms of Use Agreement. You shall fully cooperate with Reality Check in the defence of any such claim and Reality Check reserves the right, at our own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you.
10.2 You further agree that the subject matter of this Terms of Use Agreement is of a unique character with special value and that Reality Check would be irreparably damaged if the terms of this Terms of Use Agreement were not specifically enforced, and therefore you agree that Reality Check shall be entitled, without bond, other security, or proof of damages, to appropriate equitable remedies (including injunctive relief) with respect to breaches of this Terms of Use Agreement, in addition to such other remedies as Reality Check may otherwise have available to it under applicable laws.
10.3 Reality Check's licensors shall be third-party beneficiaries under this Terms of Use Agreement and shall have the express right to enforce its provisions and to enjoy the benefits of its protections.
Indemnity and Remedies. 19.1 Seller shall indemnify, defend and hold harmless Buyer and its Affiliates and their respective directors, officers, shareholders, employees and agents ("Buyer Indemnified Parties") from and against any and all claims, demands, suits, actions, judgments, costs and liabilities (including attorneys' fees) (each, an "Indemnified Loss"), relating to or arising out of any allegation that Products or Spares furnished under this Agreement infringe or violate any U.S. patent issued as of the Effective Date, copyright or trade secret of any third party and shall pay all costs and damages awarded; provided, the foregoing indemnity shall not apply to the extent any such claim is attributable solely to design specifications furnished by Buyer to Seller. If an injunction or exclusion order preventing the use, sale, lease license, or other distribution of the Products or Spares of any part thereof of the Products or Spares results from such a claim (or, if Buyer [*] such an injunction is [*]) Seller shall, at its expense, and at Buyer's request, use commercially reasonable efforts to [*] for Buyer the [*] to [*] the Products or Spares. In the event that Seller cannot [*] for Buyer, Seller shall be deemed to have breached its warranty set forth in Section 11.1 and thereupon Seller shall [*] all such Products and Spares from Buyer at the [*]. The foregoing indemnity obligation shall not extend to any claims of infringement arising out of or related to (i) a modification of the Products and/or Spares by anyone other than Seller without Seller's prior written consent; (ii) a combination of the Products and/or Spares with any third party software or hardware where such combination is the cause of such infringement; (iii) the use of a version of Software other than the then-current version if infringement would have been avoided with the use of the then-current version; and (iv) any design specifications provided by Buyer to Seller. The foregoing sets forth Buyer's sole and exclusive remedy with respect to claims of infringement of third party intellectual property rights of any kind.
Indemnity and Remedies. 7.1 If Party B materially violates any agreement made under this Agreement, or fail to fully perform or stop performing its obligations under this Agreement, or make any untrue statement or guarantee, it would constitute a breach of contract. When this happens, Party A has the right to terminate this Agreement and require Party B to compensate for all its corresponding losses (including but not limited to the loss of profits of the Company, loss or interest or attorney fees paid due to Party B’s breach of contract, etc.), and enable Party A to obtain all the rights and interests that it deserves when the contract is normally performed. The Article 7.1 shall not hinder any other rights of Party A under this Agreement.
7.2 Unless otherwise stipulated by the laws, Party B has no right to terminate or rescind this Agreement under any circumstances.
7.3 Any loss, damage, liability or expense incurred by litigations, requests or other requirements against Party A arising from or caused by the services provided by Party A for Party B under this Agreement shall be compensated by Party B to Party A, so that Party A is not subject to any damage, unless the loss, damage, liability or expense was caused by the negligence or intentional misconduct of Party A.
Indemnity and Remedies. The Economic Operator shall be liable for, and hereby indemnifies the Contracting Authority from, any losses, claims, demands, damages or expenses which the Contracting Authority may suffer due to and arising from, directly or indirectly, the negligence, acts or omissions, breach of contract, breach of duty, insolvency, recklessness, bad faith, willful default or fraud of the Economic Operator (including its subcontractors and/or agents) in performing this sRFT Contract or a Task Order. The terms of this clause shall survive expiry, completion or termination, for whatever reason, of this sRFT Contract and a Task Order. Except as otherwise expressly provided herein, all remedies available to either party for breach of this sRFT Contract are cumulative and may be exercised concurrently or separately and the exercise of any one remedy shall not be deemed an election of such remedy to the exclusion of other remedies.
Indemnity and Remedies a. The Company/Individual hereby agrees to indemnify and hold the Owner harmless from and against any and all demands, claims, actions, suits, proceedings, expenses including legal fees and outlays and any other liabilities resulting from the negligent intentional or unintentional disclosure to any third person of any Proprietary Information in violation of the Agreement. The Company/ Individual recognises that any breach of this Agreement will cause the Owner irreparable injury and damages for which the Owner cannot adequately be compensated in damages or repair. In addition to any and all other remedies which may be provided by law or in equity the Owner shall have the right to restrain the breach of any provisions of this Agreement by injunction in any Court or other tribunal of competent jurisdiction.
b. The parties hereby agree that upon any breach of this Agreement by the Company/Individual which results in revenue of any kind being received by the Company/Individual the Owner should be entitled to recover in addition to any other remedies available to the Owner all revenue attributable to or arising from the violation of this Agreement.
Indemnity and Remedies. 14.1. The Writer and the Publisher (along with the Publisher’s agents licensees and associated companies) shall indemnify each other and hold each other harmless from and against any and all bona fide legal demands liabilities costs and expenses including reasonable legal fees arising out of or by reason of any breach by the Writer or Publisher of any representations undertakings warranties or agreements herein contained but unless otherwise hereafter agreed to the extent only of a settlement with the Writer’s written approval or the adjudication of a court of competent jurisdiction. Upon notice of any such bona fide legal claim against the Publisher the Publisher upon written notice to the Writer shall be entitled to withhold from the amounts payable to the Writer under this Agreement such amounts as may reasonably represent the value of such claim including reasonable legal fees incurred in connection therewith provided however that any such withholding by the Publisher in accordance with the foregoing shall be released to the Writer in respect of any particular claim unless litigation is instituted in connection therewith within six (6) months after the withholding is first made. The Writer shall have the right to participate in the defence of any such claim at the Writer’s own cost and expense
14.2. If either party shall commit any breach of any material term of this Agreement and shall where such breach is capable of remedy by that party acting alone fails to cure such breach within thirty (30) days after receiving written notice specifying the breach and the steps required to cure the same (“the cure notice”) by the party having served that cure notice may (without prejudice to any other rights or remedies to which that party may be entitled under the terms of this Agreement or otherwise howsoever) within thirty (30) days thereafter terminate the Term forthwith by further written notice. In the event a cure notice is served by the Publisher then the Publisher may elect by that or any later written notice to extend the cure period and to suspend the Term and any payment due hereunder and its right of termination but not for longer than six (6) months unless the Publisher shall within that time have commenced proceedings against the Writer in respect of that breach
14.3. If the Publisher or the Writer is unable for any reason beyond its or his reasonable control (including but not limited to war invasion or act of foreign enemy hostilities whether war ...
Indemnity and Remedies. Recipient acknowledges that any breach of this Agreement may cause irreparable harm to the disclosing party, and monetary damages may be inadequate to compensate fully for such harm. Therefore, Recipient agrees that the disclosing party shall have the right to seek injunctive relief, without the necessity of posting a bond, to enforce this Agreement. Additionally, Recipient agrees to indemnify and hold harmless the disclosing party for any damages resulting from a breach of this Agreement.
Indemnity and Remedies. The Recipient is and shall be fully liable and responsible for the Recipient Group’s use of Confidential Information, including for any disclosure or misuse of Confidential Information that is contrary to the terms or intent of this Agreement. The Recipient shall indemnify and hold the Owner Group harmless from all costs, expenses (including all reasonable lawyers’ fees on a full-indemnity basis), damages, losses and claims of every kind, legal or equitable, contingent or matured, arising in connection with any breach of the terms or intent of this Agreement by any member of the Recipient Group and any enforcement actions or proceedings taken by any member of the Owner Group associated with any breach or other protection of its rights hereunder. The Recipient further agrees that, in the event of a breach of this Agreement, the Owner or any other member of the Owner Group will suffer irreparable injury and damages and that monetary damages alone may not be a sufficient remedy for any such breach. As a result, and in addition to all other remedies that any member of the Owner Group may be entitled to, the Owner and each other member of the Owner Group shall be entitled to specific performance and injunctive or other equitable relief as a remedy for any such breach without the requirement for the securing or posting of any bond or other security. The Recipient (for and on behalf of itself and the other members of the Recipient Group) further agrees that it will not oppose the granting of such relief on the basis that any member of the Owner Group has an adequate remedy at law.
Indemnity and Remedies. This clause is important and should be read carefully as the songwriter agrees to indemnify the publisher for any breach of the Agreement by the songwriter. This clause also contains provision for the songwriter to terminate the Agreement in the event of liquidation of the publisher and for compositions to revert to the songwriter in that event.
