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For more information visit our privacy policy.Intellectual Property Indemnification by Vendor Procedures Related to Indemnification. In the event that an indemnity obligation arises, Vendor shall pay all amounts set forth in Section 14 and 15 above (including any settlements) and – if it has accepted its indemnity obligation without qualification – control the legal defense to such claim or cause of action, including without limitation attorney selection, strategy, discovery, trial, appeal, and settlement, and TIPS shall, at Vendor’s cost and expense (with respect to reasonable out of pocket costs and expenses incurred by TIPS which shall be reimbursed to TIPS by Vendor), provide all commercially reasonable assistance requested by Vendor. In controlling any defense, Vendor shall ensure that all assertions of governmental immunity and all applicable pleas and defenses shall be promptly asserted.
Intellectual Property Indemnification Supplier agrees to defend, indemnify, and hold harmless DXC and its affiliates, subsidiaries, assigns, agents, subcontractors, distributors and customers (collectively “Indemnitees”) from and against all claims, losses, demands, fees, damages, liabilities, costs, expenses, obligations, causes of action, suits, or injuries, of any kind or nature, arising from: (i) any claim that Supplier’s Products or Services, or the use, sale or importation of them, infringes any intellectual property right. Without limiting the foregoing, Supplier will pay all costs, damages and expenses (including reasonable attorneys’ fees) incurred by DXC and/or its Indemnitees and will pay any award with respect to any such claim or agreed to in settlement of that claim.
Indemnification by Seller (a) In addition to any other rights or remedies that Buyer may have at law or equity, Seller shall subject to Section 10.2 (c), defend, indemnify and hold harmless Buyer, and their directors, officers, employees and (“Buyer’s Affiliates”) and their respective successors and assigns, from and against any and all Claims asserted against, resulting from, imposed upon, or incurred by Buyer, Buyer’s Affiliates, or the Purchased Assets pursuant to this Agreement, directly or indirectly, by reason of, arising out of or resulting from: (i) the inaccuracy or breach of any representation or warranty of Seller contained in or made pursuant to this Agreement; (ii) the breach of any covenant or obligation of Seller contained in this Agreement; (iii) except for Assumed Liabilities, any claim of or against Buyer or Sagecrest, or the Purchased Assets arising from the actions or omissions of Seller otherwise than in accordance with this Agreement, occurring prior to the Closing Date; (b) As used in this Section 10, the term “Claim” shall include (i) all Liabilities; (ii) all losses, damages (including, without limitation, consequential and punitive damages), judgments, awards, penalties and settlements; (iii) all demands, claims, suits, actions, causes of action, proceedings and assessments, whether or not ultimately determined to be valid; and (v) all costs and expenses (including, without limitation, interest (including prejudgment interest in any litigated or arbitrated matter), court costs and fees and expenses of attorneys and expert witnesses) of investigating, defending or asserting any of the foregoing or of enforcing this Agreement; (c) The indemnification by Seller as provided in this Section 10.2 shall be effective with only with respect to all Claims indemnified by Seller which are in excess of the aggregate Claims that would be the subject of the indemnification by Seller under this Section 10.2 in the amount of $50,000, in which case all Claims will be subject to the indemnification.
Indemnity by Tenant To the extent permitted by Law, Tenant hereby indemnifies, and agrees to protect, defend and hold the Indemnitees harmless, against any and all actions, claims, demands, liability, costs and expenses, including attorneys’ fees and expenses for the defense thereof, arising from Tenant’s occupancy of the Premises, from the undertaking of any Tenant Additions or repairs to the Premises, from the conduct of Tenant’s business on the Premises, or from any breach or default on the part of Tenant in the performance of any covenant or agreement on the part of Tenant to be performed pursuant to the terms of this Lease, or from any willful act or negligence of Tenant, its agents, contractors, servants, employees, customers or invitees, in or about the Premises or the Property or any part of either. In case of any action or proceeding brought against the Indemnitees by reason of any such claim, upon notice from Landlord, Tenant covenants to defend such action or proceeding by counsel chosen by Landlord, in Landlord’s sole discretion. Landlord reserves the right to settle, compromise or dispose of any and all actions, claims and demands related to the foregoing indemnity. The foregoing indemnity shall not operate to relieve Indemnitees of liability to the extent such liability is caused by the willful and wrongful act of Indemnitees. Further, the foregoing indemnity is subject to and shall not diminish any waivers in effect in accordance with Section 16.04 by Landlord or its insurers to the extent of amounts, if any, paid to Landlord under its “All-Risks” property insurance.