Indemnity for Third Party Claims. Customer agrees to defend, indemnify and hold harmless Aptum, its parent company, and their affiliates, subsidiaries, personnel and representatives, jointly and severally, from and against any and all third party claims for damages, losses, liability, causes of action, judgments, costs or expenses (including reasonable legal fees) directly or indirectly arising from its or any Users use or access to the Services, including any unauthorized access to Customer’s data, computers or network systems by a third party.
Indemnity for Third Party Claims. School will save, defend, indemnify and hold harmless Company, its officers, employees, agents, affiliates and representatives of and from any and all claims, suits, costs and actions arising out of the provision of the Clinical Experience. This indemnity shall survive and remain enforceable after the expiration or termination of this Affiliation Agreement, provided however, that this indemnity is not intended to cover claims against Company arising solely out of Company’s own negligence or intentional conduct.
Indemnity for Third Party Claims. 6.1 In the event of any successful claim in respect of any debt, liability, breach of contract, act or omission pursuant to the Project or any Sub-project being made by a third party against all or any of the Parties (“Third Party Claim”), the Party whose act or omission caused the Third Party Claim (by virtue of that Party incurring a debt, liability or that Party’s negligence, breach of contract, act or omission or otherwise), shall indemnify each and every other Party against any liability, costs, claims and expenses arising out of such Third Party Claim.
Indemnity for Third Party Claims. (1) The Customer shall indemnify, defend and hold harmless (at its sole expense) Netigate, on first xx- xxxx, from and against all liabilities, damages, ex- penses and costs (including reasonable attorney fees) finally awarded against Netigate arising out of a third-party claim resulting from Xxxxxxxx's use of the Services (including if third-party software is used).
(2) Netigate shall indemnify, defend, and hold harm- less (at its sole expense) the Customer, on first xx- xxxx, from and against all liabilities, damages, ex- penses, and costs (including reasonable attorney fees) finally awarded against Customer arising out of a third-party claim that the Customer's rightful use of Netigate's Services infringes any copyright, patent, trademark or trade secrets of such third party. How- ever, Netigate shall not be liable (a) if the Customer uses the Services in a modified form or in combina- tion with third-party software, technologies, products, or devices not provided by Netigate if such combina- tion is the cause for infringement; (b) for any content or data provided by the Customer, the Customer's End Users, or third parties; or (c) in the event of the Customer’s free trial use of the Services.
(3) The party seeking indemnification according to sub-Sections 14(1) and 14(2) above, shall promptly notify the other party of the third-party claim and reasonably cooperate to the extent applicable in de- fending the claim. The indemnifying party shall have full control and authority over the defence, except that it may not settle the claim without the indemni- fied party’s prior written consent if the settlement re- quires the indemnified party to admit liability, perform any act or to pay any money. The indemnified party may join in the defence at its own expense.
Indemnity for Third Party Claims. If any suit, investigation, claim or other proceeding is commenced by a third party against any Indemnified Person for which such Indemnified Person would be entitled to defense and indemnity under Section 10.2 or Section 10.3, a Claim Notice shall be given to Parent or the Company Stockholder Representatives, on behalf of the Company Stockholders, as applicable (each, an "Indemnifying Person"), as promptly as practicable. The Indemnifying Person shall be relieved of any liability it may have to the Indemnified Person to the extent the Indemnifying Person is materially prejudiced by the failure of the Indemnified Person to promptly deliver such Claim Notice. Following delivery of such Claim Notice, the Indemnified Person shall inform the Indemnifying Person with respect to any significant developments with respect to such claim, suit, action or investigation, and shall answer any reasonable questions the Indemnifying Person or its representatives may have from time to time with respect thereto. In connection with the foregoing, the Indemnifying Person may, within 60 days of receipt of a Claim Notice, notify the Indemnified Person in writing or its election to:
(a) defend any such suit, investigation, claim or other proceeding in whole or in part by such means as such Indemnifying Person elects, in its sole discretion, and the Indemnified Person shall have the right (but not the obligation) to participate in the defense thereof by counsel of the Indemnified Person's choice at the Indemnified Person's expense, but the Indemnifying Person shall retain full control of such litigation or procedure and shall have final authority to determine all matters in connection therewith as to any or all claimants, subject, in the case of the payment, compromise or settlement of any such suit, investigation, claim or other proceeding to obtaining the written consent of the Indemnified Person thereto, which consent shall not unreasonably be withheld, conditioned or delayed; or
(b) turn such contest, in whole or in part, over to the Indemnified Person who shall, at the Indemnifying Person's expense, assume such contest with counsel of its own choice and the Indemnifying Person shall have the right (but not the obligation) to participate, at its own expense, in the defense thereof by counsel of its own choice, and the Indemnifying Person shall cooperate with and assist the Indemnified Person as reasonably requested by the Indemnified Person in connection with such defense or ...
Indemnity for Third Party Claims. Each Party (the Indemnifying Party) shall, subject to Article 13.3.2, indemnify, defend and hold harmless the other Party (the Indemnified Party) from and against all claims, losses, damages, costs (including legal costs, expenses) and liabilities made or suffered by a Third Party (excluding any Associated Persons) which result from a breach of the Gas Transportation Agreement, to the extent that such losses are caused by such breach of the Gas Transportation Agreement by the Indemnifying Party.
Indemnity for Third Party Claims. ACS shall indemnify, defend and hold Symetra and its Affiliates, as well as their respective members, directors, officers, shareholders, employees, agents, attorneys, successors and assigns, harmless from and against any and all Third-Party claims, damages, liabilities, judgments, fines, assessments and/or other losses or expenses (including reasonable attorneys’ fees) arising out of or relating to any failure by ACS to comply with its HIPAA-related obligations (including any similar obligations under applicable state laws and regulations to the extent that ACS has received written instructions from Symetra concerning More Stringent state laws and regulations) under this Attachment.
Indemnity for Third Party Claims.
(1) The Customer shall indemnify, defend and hold harm- less Netigate, on first demand, from and against all liabil- ities, damages, expenses and costs (including reasonable attorney fees) arising out of a third-party claim resulting from Customer's use of the Services.
(2) Netigate shall indemnify, defend, and hold harmless the Customer, on first demand, from and against all liabil- ities, damages, expenses, and costs (including reasonable attorney fees) arising out of a third-party claim that the Customer's rightful use of Netigate's Services infringes any copyright, patent, trademark or trade secrets of such third party. However, Netigate shall not be liable (a) if the Customer uses the Services in a modified form or in com- bination with software, technologies, products, or devices not provided by Netigate if such combination is the cause for infringement; or (b) for any content or data provided by the Customer, the Customer's end users, or third par- ties.
(3) The party seeking indemnification according to sub- Sections 14(1) and 14(2) above, shall promptly notify the other party of the third-party claim and reasonably coop- erate to the extent applicable in defending the claim. The indemnifying party shall have full control and authority over the defence, except that it may not settle the claim without the indemnified party’s prior written consent if the settlement requires the indemnified party to admit li- ability, perform any act or to pay any money. The indem- nified party may join in the defence at its own expense.
Indemnity for Third Party Claims. Upon the occurrence of any claim by a third party in connection with this Agreement against either the Authority or the Tribe, on one hand, or Lakes, on the other hand, the parties shall enter into a mutually acceptable agreement providing for the procedures by which any such claims shall be prosecuted and related costs and Jamul Gaming Development Contract Page - 50 - expenses shall be reimbursed. If the third-party claim arises from the conduct of Lakes, Lakes shall have the sole right to control the defense and settlement of such claim and shall pay its own attorneys’ fees; provided that, with respect to such claim, the Authority and the Tribe shall have the right to participate in the settlement and defense of such claim, and Lakes shall be responsible for their attorneys’ fees incurred in connection therewith. If the third-party claim arises from the conduct of the Authority or the Tribe, the Authority and the Tribe shall have the sole right to control the defense and settlement of such claim and shall pay their own attorneys’ fees; provided that, with respect to such claim, Lakes shall have the right to participate in the settlement and defense of such claim, and the Authority and the Tribe, jointly and severally, shall be responsible for its attorneys’ fees incurred in connection therewith.
Indemnity for Third Party Claims. Except as may be otherwise provided in this Agreement, the Consultant shall protect, indemnify and save harmless the Corporation and its directors, officers, employees, agents, representatives, invitees and subcontractors and, at the Corporation's request, investigate and defend such entities from and against all claims, demands and causes of action, of every kind and character, without limitation, arising in favour of or made by third parties on account of bodily injury, death or damage to or loss of their property resulting from any negligent act or wilful misconduct of the Consultant or resulting from any breach of this Agreement by the Consultant.
