Indemnity by Customer. CUSTOMER agrees to indemnify, hold harmless and defend PROVIDER, each other member of the GE Group, and their respective directors, officers, employees and agents, from and against any and all Liabilities relating to any Third Party Claim arising out of or based upon the provision of Services by PROVIDER to CUSTOMER, except for Liabilities arising out of or based upon:
(a) negligence of PROVIDER, its Affiliates or Representatives;
(b) any of the Excluded Matters related to an act or omission of PROVIDER, its Affiliates or Representatives;
(c) any matter with respect to which PROVIDER is required to indemnify CUSTOMER under Section 12.1 hereof; or
(d) any Third Party Claim that any resources provided by the CUSTOMER or used by PROVIDER in connection with the Services infringe, violate or misappropriate any Intellectual Property or Trademarks of any third party, excluding any such infringement, violation or misappropriation caused by:
(i) any such resources first provided to PROVIDER after the Execution Date, but excluding any infringement, violation or misappropriation resulting from modifications by or on behalf of the PROVIDER to any such resources, combinations of such resources with other items, or use of such resources, except as specified by CUSTOMER in each case (it being understood that the use of all Software included in any such resources in combination with computers or other hardware with which such Software is intended to be used shall be deemed to be so specified);
(ii) any such resources first specified by CUSTOMER after the Execution Date for use by PROVIDER in connection with the Services, but excluding any infringement, violation or misappropriation resulting from (A) modifications by or on behalf of the PROVIDER to any such resources, combinations of such resources with other items, or use of such resources, except as specified by CUSTOMER in each case (it being understood that the use of all Software included in any such resources in combination with computers or other hardware with which such Software is intended to be used shall be deemed to be so specified) and (B) any failure by PROVIDER to fulfill its express obligation under any PSA or other applicable written agreement between the parties to obtain any rights or consents necessary for the use by PROVIDER of any Intellectual Property of a third party; and
(iii) modifications by or on behalf of the CUSTOMER after the Execution Date to any such resources provided by PROVIDER and/or i...
Indemnity by Customer. Customer hereby agrees to indemnify and defend Masergy, its subsidiaries and affiliates, and their respective officers, directors, shareholders, employees, representatives and agents (collectively, the “Masergy Indemnified Parties”), from and against, and hold the Masergy
Indemnity by Customer. Customer hereby agrees to indemnify and defend Masergy, its subsidiaries and affiliates, and their respective officers, directors, shareholders, employees, representatives and agents (collectively, the “Masergy Indemnified Parties”), from and against, and hold the Masergy Indemnified Parties harmless from, any and all Claims asserted by any third party against or incurred by the Masergy Indemnified Parties, including any Claims of Customer, to the extent such Claims arise out of or directly result from (i) Customer Negligence; or (ii) the misuse of the Services by Customer or a user who is given access to the Services by Customer. “Customer Negligence” shall mean the gross negligence or intentional misconduct of Customer or Customer’s principles, officers, directors, agents or employees.
Indemnity by Customer. The Customer must indemnify the Scheme Owner against each claim, action, proceeding, judgment, damage, loss, expense or liability incurred or suffered by or brought or made or recovered against the Scheme Owner arising out of the circumstances in which the Customer releases the Scheme Owner under clause 24.3 and a failure to comply with clause 18.1(b).
Indemnity by Customer. Customer acknowledges and agrees that Inspector is serving only to Inspect the OWTS. Customer agrees to indemnify and hold Inspector harmless with regard to any claims, costs, obligations or liabilities, which are incurred by Inspector with relation to performance of the Inspect by contractor or any subcontractors.
Indemnity by Customer. Customer agrees to defend, indemnify and hold harmless Castlight, its directors, officers, employees and agents for that portion of any loss, liability, damage, expense, settlement, cost or obligation (including court costs and reasonable attorneys’ fees) arising from third party claims of Customer’s actual or alleged (a) negligence or willful or criminal misconduct; (b) material breach of this Agreement; or (c) misrepresentation or fraud related to or arising out of the performance of this Agreement.
Indemnity by Customer. Customer agrees to indemnify and hold harmless Hivelocity, its subsidiaries, their affiliates and each of their respective directors, officers, employees, shareholders and agents (each an “Indemnified Party”) against any losses, claims, damages, liabilities, penalties, actions, proceedings, judgments, or any and all costs thereof (collectively, “Losses”) to which an Indemnified Party may become subject and which Losses arise out of, or relate to the Agreement, Customer’s use of the Products and Services, breach of any confidentiality obligation or any alleged infringement of any trademark, copyright, patent or other intellectual property right and will reimburse an Indemnified Party for all legal and other expenses, including reasonable attorneys’ fees incurred by such Indemnified Party, in connection with investigating, defending, or settling any Losses, whether or not in connection with pending or threatened litigation in which such Indemnified Party is a party.
Indemnity by Customer. Customer agrees to indemnify, defend and hold Rhapsody harmless from and against any loss, damage or claim by any third party resulting from (i) the unauthorized use or modification of the Services by Customer, its End Users, and/or either of their Users; and (ii) any liability that Rhapsody may have to any End Users or Users as a result of the Services or the Documentation.
Indemnity by Customer. Customer agrees to indemnify, defend and hold harmless Mach from any and all direct Losses arising from, in connection with, or based on allegations of, any of the following:
i. Any claim against Mach arising out of or based on the death or bodily injury of any person or loss, destruction, or damage of any real or personal tangible property caused by the conduct of Customer.
ii. Any claim against Mach arising out of or based on any claim or action or allegation that any materials or software used by Mach to provide the Services and provided at any time directly or indirectly to Mach by Customer infringes the intellectual property rights of any third party.
iii. Any fraud of any Customer employee, contractor, or agent in connection with this Agreement.
Indemnity by Customer. Customer shall indemnify Vendor from, and defend and hold Vendor harmless from and against, any Losses suffered, incurred or sustained by Vendor or to which Vendor becomes subject, resulting from, arising out of or relating to any claim:
(1) arising from the Customer Data, provided that such claim is not due to Vendor’s breach of Law or any duty hereunder;
(2) relating to any amounts, including taxes, interest and penalties, assessed against Vendor which are the obligation of Customer;
(3) relating to personal injury (including death) or third party property loss or damage resulting from Customer’s or Customers Agents’ acts or omissions;
(4) relating to a breach of Articles 16, 17 or 18. Customer shall indemnify Vendor from any costs and expenses, including reasonable attorney fees, incurred in connection with the enforcement of this Section.
