Indemnity by First Data Clause Samples

Indemnity by First Data. First Data shall indemnify, defend and hold harmless Capital One and its Affiliates and their respective officers, directors, employees, agents, successors and assigns from and against any and all Losses and threatened Losses arising from, in connection with, or based on allegations whenever made of, any of the following: (a) Any claims of infringement or misappropriation of any Intellectual Property Rights alleged to have occurred because of Works or other resources provided by First Data to Capital One, or based upon performance of the Services by First Data, except to the extent that such claims (i) are caused by, relate to or arises out of Capital One’s use of the Services in breach of the Agreement or (ii) arise from technical specifications or Software coding provided by Capital One that could not reasonably have been implemented in a non-infringing manner. If Capital One provides First Data requirements for the creation of a Developed Work, and First Data reasonably believes that it cannot implement such requirements without infringing or misappropriating the Intellectual Property Rights of a third party, then First Data shall so notify Capital One and the parties shall agree on an alternative approach; (b) Any claim or action by, on behalf of, or related to, any employee of First Data, its Affiliates or any subcontractor, including claims arising under occupational health and safety, worker’s compensation, ERISA or other applicable federal, state, or local laws or regulations, arising on or after the Effective Date (or which, if made by a Transitioned Employee, arises after the effective date of such employee’s severance from Capital One or arises directly out of actions by First Data, its Affiliates or their subcontractors); (c) Any claim for which First Data is required to have insurance coverage under Article 15 of this Agreement; (d) Any claim arising out of or related to First Data’s fraudulent actions or inactions, gross negligence or willful misconduct; (e) Any claim arising out of or related to First Data’s breach of its obligations under Article 13 of this Agreement; and (f) Any claim arising out of or related to First Data’s interview, screening, selection, offer and acceptance process for Affected Employees; provided however, that First Data is not required to indemnify Capital One for any decisions made or actions taken by Capital One with respect to the Affected Employees.
View SourceView Similar (3)
Indemnity by First Data. First Data agrees to indemnify, defend and hold harmless RCSI and its Affiliates and their respective officers, directors, employees, agents, successors, and assigns, from any and all Losses and threatened Losses arising from, in connection with, or based on allegations of, any of the following: (a) First Data’s breach of any of its duties or obligations under this Agreement; (b) Any claims of infringement of any patent, trade secret, copyright or other proprietary rights, alleged to have occurred because of systems or other resources provided by First Data to RCSI, or based upon performance of the Production Services by First Data, except to the extent the claim: (i) is caused by RCSI’s use of the First Data System outside the intended scope of Production Services; ***; and (c) For errors arising under this Agreement only (i.e., not to include errors arising under the TSA) with respect to mailing Cardholder Statements, *** sent in any second set of mailings the necessity for which was caused by First Data’s errors or omissions; provided that with respect to each such incident (i) RCSI shall bear *** of the liability above *** and (ii) First Data’s aggregate liability shall be limited to ***. In settling RCSI Customer claims RCSI will have a duty to act reasonably to mitigate damages, subject to considerations of RCSI Customer relations and following consultation with First Data. In determining damages, RCSI will be allowed to prove damages by reasonable estimation based upon comparing the situation at hand with applicable prior experiences, but the methodology must be reasonably designed to estimate actual damages (i.e., must be a comparable comparison). The Parties will attempt to agree on the amounts of damages and the methodology for estimating such damages. If the Parties cannot agree on the amount of damages or the methodology for estimation thereof, they may have experts present to an arbitrator in binary arbitration pursuant to Section 17.2 (e.g., the arbitrator must consider the amounts proposed by each Party and then choose only between the Parties’ respective positions as to which one is more reasonable and the arbitrator may not choose any other alternative). Liability for damages under this Section 15.1(c) shall not include: (i) Lost interest or late fees; (ii) Lost sales by the RCSI Customer; (iii) Any damages of any type (including the type described in Section 16.2(a)) incurred by any person other than with respect to RCSI’s and its Affilia...
View SourceView Similar (2)
Indemnity by First Data. First Data agrees to indemnify, defend and hold harmless RCSI and its Affiliates and their respective officers, directors, employees, agents, successors, and assigns, from any and all Losses and threatened Losses arising from, in connection with, or based on allegations of, any of the following: (a) First Data’s breach of any of its duties or obligations under this Agreement; and (b) Any claims of infringement of any patent, trade secret, copyright or other proprietary rights, alleged to have occurred because of systems or other resources provided by First Data to RCSI, or based upon performance of the Services by First Data, except to the extent the claim: (i) is caused by RCSI’s use of the First Data System outside the intended scope of Services; ***
View Source
Indemnity by First Data. First Data shall indemnify, defend and hold harmless RFS and its Affiliates and (at RFS’ option) their respective officers, directors, employees, agents, successors and assigns from, any and all Losses and threatened Losses based upon allegations of any of the following in connection with Claims made by an unaffiliated third party: (a) First Data’s breach of any of its duties or obligations under this Agreement; (b) First Data’s willful misconduct or gross negligence; (c) subject to Section 19.2, any Claims of infringement or misappropriation of any Intellectual Property of a third party, alleged to have occurred because of systems or other resources provided by First Data to RFS, or based upon performance of the Services by First Data, except to the extent the Claim is caused by: (i) RFS’ use of the First Data System in breach of this Agreement; (ii) or (iii) RFS’ use of the Services in combination with systems, services, or methods not provided by First Data (and which combination is not required by the Documentation), provided such infringement would not have occurred without such breach, specifications, materials and/or designs, or combination; (d) any amounts including Taxes, interest, and penalties assessed against RFS which are obligations of First Data pursuant to Section 9.4; (e) any claim or action by Subcontractors arising out of First Data’s breach or violation of First Data’s subcontracting arrangements; and (f) any First Data Security Incident.
View Source
Indemnity by First Data. First Data agrees to indemnify, defend and hold harmless RCSI and its Affiliates and their respective officers, directors, employees, agents, successors, and assigns, from any and all Losses and threatened Losses arising from, in connection with, or based on allegations of, any of the following: (a) First Data’s breach of any of its duties or obligations under this Agreement; and (b) Any claims of infringement of any patent, trade secret, copyright or other proprietary rights, alleged to have occurred because of systems or other resources provided by First Data to RCSI, or based upon performance of the Services by First Data, except to the extent the claim: (i) is caused by RCSI’s use of the First Data System outside the intended scope of Services; or (ii) directly relates to technical or business specifications and/or designs required by RCSI in connection with RCSI-Initiated Enhancements, RCSI-Initiated New Services, customized Evolve Applications or Evolve statement of work (but excluding the development and/or execution of same by First Data Personnel required by such specifications and/or designs).
View Source

Related to Indemnity by First Data

  • Indemnity by You You will indemnify Siemens, our suppliers and contractors, and each of their respective employees, officers, directors, and representatives from and against, and, at Siemens’ option, defend Siemens from, any claims, damages, liabilities, losses, costs and expenses (including reasonable attorney’s fees) arising from or in connection with: (i) Your Content; (ii) any violation of Laws or rights of others by your use of the Services; (iii) any breach by you of the DSA; (iv) operation, combination, or use of the Services in conjunction with any of Your Content and/or in conjunction with any Third Party software, materials, or services; (v) an adjustment or configuration of the Services made by you or a Third Party to which you facilitate or permit access to the Services, including Users; (vi) our compliance with designs, plans, or specifications provided to us by you or on your behalf; (vii) any claims by any User or any Third Party to which you facilitate or permit access to the Services; (viii) your use of Siemens’ trademarks, designations, and logos in breach of the authorization granted to you in a Specification Document; and (ix) the use of a Service for the operation of or within a High Risk System, if the functioning of a High Risk System depends on the proper functioning of a Service or a Service caused a High Risk System to fail. Section 7.1.1 shall apply mutatis mutandis.

  • Indemnity by Seller (a) Seller shall release, defend, indemnify and hold harmless Buyer, its directors, officers, agents, attorneys, representatives and Affiliates (“Buyer Group”) against and from any Indemnifiable Losses, which arise out of or relate to or are in any way connected with (i) the Seller’s delivery of the Product to Buyer, (ii) Seller’s or its Affiliates’ ownership, development, construction, operation and/or maintenance of the Project, including the Unit(s) and Sites(s); (iii) Third Party Claims arising from Seller’s or its Affiliates’ actions or inactions, including Seller’s breach of this Agreement or other agreements related to the development, construction, ownership, operation or maintenance of the Project, Unit(s), Seller’s Portfolio, or Site(s); (iv) any environmental matters associated with the Project, including the disposal and transportation of Hazardous Substances by or on behalf of the Seller or at the Seller’s direction or agreement; (v) Third Party Claims arising under any agreement between Seller or its Affiliates and a Customer in Seller’s Portfolio; or (vi) resulting from Seller’s or its Affiliates’ violation of any applicable Law, or requirements of Transmission Provider, Utility Distribution Company, NERC, WECC or Reliability Organization; in each case including any loss, claim, action or suit, for or on account of injury to, bodily or otherwise, or death of, persons, or for damage to or destruction or economic loss of property belonging to Buyer, Seller, Seller’s Affiliates, Customers or others, excepting only such Indemnifiable Losses, to the extent solely caused by the willful misconduct or gross negligence of a member of the Buyer Group. (b) Seller shall indemnify, defend and hold the Buyer Group harmless from and against all liabilities, damages, claims, losses, costs or expenses (including, without limitation, attorneys' fees) incurred by or brought against Buyer in connection with Environmental Costs.

  • Indemnity by Company Without limitation of any other indemnity provided to SCG, to the extent permitted by law, the Company will indemnify and hold harmless SCG and its officers, directors and each Person, if any, who controls SCG (within the meaning of the Securities Act or the Exchange Act), against any losses, claims, damages, liabilities and expenses (joint or several) to which they may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, liabilities and expenses (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively a "Violation"): (i) any untrue statement or alleged untrue statement of a material fact contained in any registration statement (including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto), (ii) the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or (iii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities law, and the Company will reimburse SCG and its officers, directors and any controlling person thereof for any reasonable legal or other expenses incurred by them in connection with investigating or defending any such loss, claim, damage, liability, expense or action; provided, however, that the Company shall not be liable in any such case for any such loss, claim, damage, liability, expense or action to the extent that it arises out of or is based upon a Violation that occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by SCG or any officer, director or controlling person thereof.

  • Indemnity by Licensee Licensee will defend at its expense, indemnify and hold harmless Licensor and its affiliates and their respective directors, officers, employees, agents and representatives from any losses, liabilities, damages, awards, settlements, judgments, fees, costs or expenses (including reasonable attorneys’ fees and costs of suit) arising out of or relating to any Action against any of them that arises out of or relates to (a) any breach by Licensee of this Agreement or its warranties, representations, covenants and undertakings hereunder; (b) Licensee’s operation of the Licensee Business; or (c) any claim that Licensee’s use of the Mark, other than as explicitly authorized by this Agreement, infringes the rights of a third party.

  • Indemnity by Buyer Buyer shall release, indemnify and hold harmless Seller, its directors, officers, agents, and representatives against and from any and all loss, Claims, actions or suits, including costs and attorney’s fees resulting from, or arising out of or in any way connected with the Product delivered by Seller under this Agreement after the Delivery Point, including any loss, Claim, action or suit, for or on account of injury to, bodily or otherwise, or death of persons, or for damage to or destruction of property belonging to Buyer, Seller, or others, excepting only such loss, Claim, action or suit as may be caused solely by the willful misconduct or gross negligence of Seller, its Affiliates, or Seller’s and Affiliates’ respective agents, employees, directors or officers.