Indemnity by Client. Subject to this Section 20 and the exclusions and limitations of liability elsewhere in this Agreement, including Section 17.8, the Client will indemnify the Custodian against any direct Losses incurred by the Custodian (including Losses incurred by Subcustodians or Delegates for which the Custodian is liable) in connection with the performance of its duties under this Agreement, including acting on Proper Instructions and Losses incurred by virtue of being the holder of record of the Client’s Securities, except, in each case, to the extent such Losses result from the Custodian’s negligence, wilful default or fraud (or that of its Subcustodians or Delegates) in the discharge of the Custodian’s duties under this Agreement.
Indemnity by Client. Client hereby indemnifies and holds State Street harmless from, and shall defend it against any and all claims, demands, costs, expenses and other liabilities, including reasonable attorneys’ fees, arising in connection with the use of, or inability to use, the FAN Services by any User, except to the extent such liabilities result directly from the failure by State Street to perform its obligations under this Schedule or such claims, demands, costs, expenses and other liabilities are the result of State Street’s negligence, willful misconduct or bad faith.
Indemnity by Client. To the fullest extent permitted by law, Client shall indemnify, defend and hold harmless (through legal counsel acceptable to PCSD) PCSD and its employees, agents and representatives from and against any and all claims, causes of actions, costs, demands, damages, losses, liabilities, obligations, costs and expenses, including attorneys' fees and costs of litigation (collectively, “Losses and Liabilities”), arising out of or in connection with claims asserted by third parties (including without limitation any governmental agency, homeowners association, or similar organization) relating to the Property or Project, or any willful misconduct or gross negligence of Client, but excepting from each instance any Losses and Liabilities that are found by a court or forum of competent jurisdiction to have been caused by the sole gross negligence or willful misconduct of PCSD. This indemnity specifically includes acts taken by PCSD in connection with the Project (as defined in Exhibit A) prior to the execution of this Agreement. These duties extend to claims occurring after this contract is terminated as well as while it is in force.
Indemnity by Client. 14.1 The Client shall hold harmless from and keep the Company indemnified against all claims or demands whatsoever by whomsoever made in excess of the liability of the Company under these Conditions. The Client warrants that the Machinery is safe and without risk to any person connected with these Conditions. All known risks must be clearly identified and marked by the Client. The Client warrants that it is either the owner of the Machinery or is authorised by such owner to accept these Conditions on the owner’s behalf.
Indemnity by Client. Client shall defend, at its own expense, and indemnify and hold Company, Company’s Affiliates, and Company’s directors, officers, employees, and agents harmless from and against any claim by a Third Party to the extent based on: (i) work-related injury or death caused by Client or its Affiliates, subcontractors or service providers or any of their employees or agents, while performing activities in connection with this Agreement; (ii) tangible personal or real property damage caused by Client or its Affiliates, subcontractors or service providers (other than Company and its subcontractors and service providers), or any of their employees or agents, while performing activities in connection with this Agreement; and (iii) any claims brought by Third Parties against Company for infringement that is alleged to be related to intellectual property other than claims for which Company provides indemnification under Section 7.2(i) below. Client shall be responsible for any costs and expenses incurred by Company in connection with the enforcement of this Section 7.1, including, but not limited to, reasonable attorneys’ fees.
Indemnity by Client. Client shall defend, indemnify, and hold PFSC, and its shareholders, directors, affiliates, assignees, agents, and employees, harmless from and against any and all claims, counterclaims, liabilities, losses, damages, court costs, attorneys’ fees, and other expenses arising from or connected in any way with any third-party claim (the “Claims”) concerning in any way the Services, but excepting Claims arising from, or connected in any way to, PFSC’s gross negligence, willful misconduct, or breach of this Agreement.
Indemnity by Client. Subject to this Section 20 and the exclusions and limitations of liability elsewhere in this Agreement, including Section 17.8, the Client will indemnify the Custodian against any direct Losses incurred by the Custodian (including Losses incurred by Subcustodians or Delegates for which the Custodian is liable) in connection with the performance of its duties under this Agreement, including acting on instructions reasonably believed by the Custodian to be Proper Instructions and Losses incurred by virtue of being the holder of record of the Client’s Securities, except, in each case, to the extent such Losses result from the Custodian’s negligence, willful malfeasance or bad faith (or that of its Subcustodians or Delegates) in the discharge of the Custodian’s duties under this Agreement.
Indemnity by Client. The Client agrees to defend, indemnify and hold the Provider, its directors, officers, employees, agents, contractors and affiliates, harmless from any loss, damage or liability, including all reasonable legal costs, that the Provider may incur as a result of or in connection with any third party claim relating to or resulting from any breach by the Client of the Client’s obligations under this Agreement, including its obligation to comply with all Applicable Law.
Indemnity by Client. The Client indemnifies and holds harmless the Custodian, each Sub-Custodian, other agents and appointees, and its directors and employees (each an Indemnified Person) against all Loss suffered or incurred by an Indemnified Person under or in connection with:
(a) their acts or omissions in accordance with any direction or instruction purported to be Proper Instructions;
(b) the provision of services and the performance of duties under this Schedule;
(c) the fact that any financial product or bank account may be registered or held in the name of a Sub-Custodian;
(d) any advance by the Custodian in accordance with clause 2.9, or any failure by the Client to pay any amount owing by the Client to the Custodian in connection with this Schedule;
(e) a breach of any obligation under this Schedule or any representation or warranty of the Client proving to be untrue or incorrect at the time when made or deemed to be made;
(f) the payment, satisfaction and discharge of taxes, levies, imposts, duties, deductions, charges, assessments, withholdings and related liabilities and duties imposed by a government (including interest and penalties in connection with any act or thing done or omitted to be done pursuant to this Schedule) imposed, levied, assessed upon, or payable in respect of, the performance of its duties under this Schedule or any payment, collection, transaction, act, matter or thing effected under or in connection with this Schedule, or for any reclaim or refund of such amounts effected by the Custodian or Sub-Custodian under or in connection with this Schedule; or
(g) this Schedule; except to the extent the Loss directly results from the fraud, wilful default or gross negligence of the Indemnified Person.
Indemnity by Client. (a) Client will indemnify, defend and hold Service Provider, its Affiliates and their successors and assigns, and the respective officers, directors, employees, agents, and contractors of each of them, and the successors of such officers, directors, employees, agents and contractors (each a “Service Provider Indemnitee”) harmless from and against any and all claims and Losses arising from any third party claims based upon or resulting from the following, or allegations of the following:
(i) infringement of any patent or any copyright, trademark, service xxxx, trade name, trade secret, confidential information or similar intellectual property right, whether conferred by contract or arising under law, materials and other resources (including without limitation information technology, information management and communications services equipment, Software or other resources) used or provided to Service Provider by the Client Group in connection with the receipt of the Services; provided, however, that Client will have no obligation with respect to any claims or Losses to the extent arising out of or in connection with (i) a Service Provider Indemnitee’s modification of any Software, hardware or similar resource; or (ii) a Service Provider Indemnitee’s combination, operation or use of the equipment, Software or other resources provided by a Client Indemnitee with devices, data, programs or other resources not furnished by a Client Indemnitee ; or (iii) any use by a Service Provider Indemnitee of devices, data, programs or other resources furnished by Client in a manner materially contravening Client’s express written instructions to such Service Provider Indemnitee, except to the extent in each case that any of the activities described in Sections (i), (ii) or (iii) above was at the written request or direction of, or in accordance with specifications required by, Client and/or Client Representatives in which case Client has the obligation to indemnify, defend and hold harmless; and provided that in the case of (iii) Client is required to provide Service Provider Indemnitee with a reasonable time period to stop the contravening use;
(ii) personal injuries, death or damage to tangible personal or real property of third parties including employees of the Client Group caused by the tortious conduct, negligence or willful misconduct of the Client Group, their employees or Client Representatives; provided that Client will have no obligation under this part to the ex...
