Indemnity by Reseller. Reseller indemnifies Adobe, each member of the Adobe Group, and each of their respective officers, employees and agents against any Losses (including legal costs on a solicitor and client basis) relating to or arising out of:
(A) a breach by Reseller of this Agreement;
(B) any misrepresentations made by Reseller or Reseller’s officers, employees, representatives or agents (“Reseller Personnel”);
(C) any claims, warranties and representations made by Reseller or Reseller Personnel which differ from the warranties provided by Adobe in the relevant XXXX;
(D) any wrongful (including unlawful, fraudulent or negligent) acts or omissions made by Reseller or Reseller Personnel;
(E) any breach of any Law by Reseller (including without limitation, privacy or data protection Laws); and
(F) any claims asserted by any of Reseller’s Personnel.
Indemnity by Reseller. Reseller indemnifies Adobe, each member of the Adobe Group, and each of their respective officers, employees and agents against any Losses (including attorneys’ fees) brought or made against Adobe by third parties relating to or arising out of:
6.8.1 a breach by Reseller of this Agreement;
6.8.2 any misrepresentations made by Reseller or Reseller’s officers, employees, representatives or agents (“Reseller Personnel”);
6.8.3 any claims, warranties and representations made by Reseller or Reseller Personnel which differ from the warranties provided by Adobe in the relevant XXXX;
6.8.4 any wrongful (including unlawful, fraudulent or negligent) acts or omissions made by Reseller or Reseller Personnel; and
6.8.5 any breach of any Law by Reseller (including without limitation, privacy or data protection Laws).
Indemnity by Reseller. Reseller indemnifies Adobe, each member of the Adobe Group, and each of their respective officers, employees and agents against any Losses (including attorneys’ fees) brought or made against Adobe by third parties relating to or arising out of:
6.8.1 a breach by Reseller of this Agreement;
6.8.2 Reseller’s data Processing activities under this Agreement;
6.8.3 any misrepresentations made by Reseller or Reseller’s officers, employees, representatives or agents (“Reseller Personnel”);
6.8.4 any claims, warranties and representations made by Reseller or Reseller Personnel which differ from the warranties provided by Adobe in the relevant XXXX;
6.8.5 any wrongful (including unlawful, fraudulent or negligent) acts or omissions made by Reseller or Reseller Personnel; and
6.8.6 any breach of any Law by Reseller (including without limitation, privacy or data protection Laws).
Indemnity by Reseller. Subject to the limitation of Reseller’s liability to eCom contained in this Agreement, Reseller will indemnify, defend and hold eCom harmless form all claims, actions, damages, costs and expenses, including reasonable attorney’s fees, arising out of (i) [***] and (ii) the actions of [***]; provided, however, that the foregoing indemnification will not apply to eCom’s gross negligence or willful misconduct.
Indemnity by Reseller. Reseller must indemnify, defend and hold harmless Outset and its Affiliates and their officers, directors, employees and agents (“Outset Indemnified Parties”) against all Losses to the extent arising (i) out of the negligence, intentional wrongful acts, omissions where there is a duty to act, or misrepresentations of Reseller or any person for whose actions Reseller is responsible or (ii) out of Reseller’s performance under this Agreement, except to the extent such claims are caused by the intentional conduct or gross negligence of Outset. Reseller is solely responsible for any claims, warranties or representations made by Reseller or its employees or agents which differ from the warranty provided by Outset in the limited warranty specified herein for each Product sold or licensed hereunder, or which differ from written documentation provided by Outset.
Indemnity by Reseller. 24.1. The Reseller indemnifies Harvest against all damages, losses, costs, and expenses incurred by Harvest arising out of:
(a) any breach by Reseller of the Agreement including any breach of a warranty given by Reseller under the Agreement; or
(b) any negligent act or omission of Reseller or its employees, agents or subcontractors in any way relating to the Agreement, except to the extent the damages, losses, costs, and expenses can be traced back and attributed to the negligence or misconduct of Harvest.
Indemnity by Reseller. Reseller hereby indemnifies and shall hold harmless Publisher from and against any and all claims, actions, costs, losses, and liabilities based on or arising out of (i) any false or misleading statements made by or on behalf of Reseller to an End-User with respect to the Products, except for statements that are a direct and correct reference to information in the Product documentation and marketing materials provided by Publisher, or (ii) any willful misconduct in connection with the misappropriation, disassembling, decompiling, or reverse engineering of any of the Products, or any portion thereof, by Reseller, or (iii) any willful misconduct by Reseller constituting a material breach or violation hereof by Reseller, and Reseller shall pay resulting reasonable costs, damages, and attorney fees finally awarded by a court of competent jurisdiction.
Indemnity by Reseller. Reseller indemnifies Adobe, each member of the Adobe Group, and each of their respective officers, employees and agents against any Losses (including attorneys’ fees) brought or made against Adobe by third parties relating to or arising out of: (a) a breach by Reseller of these Reseller Terms; (b) any claims, warranties, and representations made by Reseller or Reseller Personnel which differ from the warranties provided by Adobe in the relevant TOU; (c) any wrongful (including unlawful, fraudulent or negligent) acts or omissions made by Reseller or Reseller Personnel; and (d) any breach of any Law by Reseller (including without limitation, privacy or data protection Laws).
Indemnity by Reseller. The Reseller agrees to indemnify and keep indemnified [*] from and against all costs, claims, demands, liabilities, expenses, damages or losses (including without limitation any direct or indirect consequential losses, loss of profit and loss of reputation, and all interest, penalties and legal and other professional costs and expenses) which are finally awarded against [*] or finally settled into arising out of or in connection with any claim made against [*] by any End User or other third party in relation to the ASP Services provided that [*] promptly notifies Reseller in writing of the claim and Reseller has sole control of its defense and settlement; and receives reasonable assistance (at its account) from [*] in its defence and settlement. The indemnification obligation above shall not apply to any Infringement Claim (as defined in clause 19.3 below) made against [*] by End User or other third party in relation to the ASP Services.
Indemnity by Reseller. Xxxxxxxx agrees to and shall defend, indemnify and hold Forward Networks and its directors, officers, employees, and agents harmless from and against any and all claims arising out of or related in any way to: (a) Reseller’s marketing, licensing and resale of the Products to the extent that it is differs from Forward Networks’ marketing, licensing, and resale of the Products, or (b) any breach by Reseller of its obligations under this Agreement.
