JAGGAER Indemnification Sample Clauses

JAGGAER Indemnification. XXXXXXX shall defend, indemnify and hold harmless Client from and against any and all claims, suits, proceedings, losses, damages, liabilities, costs and expenses (including, without limitation, reasonable attorneys’ fees) arising out of any claims, demands, suits or proceedings brought by a third party alleging that the JAGGAER Applications infringe upon any patent, copyright or trademark or misappropriate any trade secret or other intellectual property rights of any third party. JAGGAER shall have no obligation to indemnify Client to the extent any alleged patent infringement arises out of (a) the use of the JAGGAER Applications in combination by Client with other data, products, software, processes or materials not provided or authorized by JAGGAER; (b) the modification of the JAGGAER Applications by a party other than JAGGAER; (c) any unauthorized use of the JAGGAER Applications or (d) the Client Data. Should the JAGGAER Applications as used by Client infringe, or in JAGGAER’s commercially reasonable opinion be likely to infringe, JAGGAER shall, at its option and sole expense: (i) procure for Client the right to continue to use the JAGGAER Applications, (ii) modify the JAGGAER Applications to eliminate any such claim that might result from their use hereunder, provided such modification does not adversely affect the functional capabilities of the JAGGAER Applications or (iii) replace the JAGGAER Applications with equally suitable, compatible and functionally equivalent non-infringing JAGGAER Applications at no additional charge to Client. If none of these options is commercially practicable, then the Agreement may be terminated by JAGGAER without further obligation or liability on the part of either party hereto except that XXXXXXX agrees to promptly refund to Client the fees paid by Client for the portion of the Subscription Term for which the JAGGAER Applications would no longer be available to Client. This Section 7 states the entire liability and obligation of JAGGAER, and Client’s exclusive remedy, with respect to any intellectual property infringement relating to the JAGGAER Applications.
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JAGGAER Indemnification. JAGGAER shall defend, indemnify and hold harmless Client from and against any and all claims, suits, proceedings, losses, damages, liabilities, costs and expenses (including, without limitation, reasonable attorneys’ fees) arising out of any claims, demands, suits or proceedings brought by a third party alleging that the JAGGAER Applications infringe upon any patent, copyright or trademark or misappropriate any trade secret or other intellectual property rights of any third party. JAGGAER shall have no obligation to indemnify Client to the extent any alleged patent infringement arises out of (a) the use of the JAGGAER Applications in combination by Client with other data, products, software, processes or materials not provided or authorized by JAGGAER; (b) the modification of the JAGGAER Applications by a party other than JAGGAER; (c) any unauthorized use of the JAGGAER Applications or (d) the Client Data. Should the JAGGAER Applications as used by
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JAGGAER Indemnification. JAGGAER shall defend, indemnify and hold harmless Client from and against any and all claims, suits, proceedings, losses, damages, liabilities, costs and expenses (including, without limitation, reasonable attorneys’ fees) arising out of any claims, demands, suits or proceedings brought by a third party alleging that the JAGGAER Applications infringe upon any patent, copyright or trademark or misappropriate any trade secret or other intellectual property rights of any third party. JAGGAER shall have no obligation to indemnify Client to the extent any alleged patent
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JAGGAER Indemnification. XXXXXXX shall defend, indemnify and hold harmless Client from and against any and all claims, suits, proceedings, losses, damages, liabilities, costs and expenses (including, without limitation, reasonable attorneys’ fees) arising out of any claims, demands, suits or proceedings brought by a third party alleging that the JAGGAER Applications infringe upon any patent, copyright or trademark or misappropriate any trade secret or other intellectual property rights of any third party. JAGGAER shall have no obligation to indemnify Client to the extent any alleged patent infringement arises out of (a) the use of the JAGGAER Applications in combination by Client with other data, products, software, processes or materials not provided or authorized by JAGGAER; (b) the modification of the JAGGAER Applications by a party other than JAGGAER; (c) any unauthorized use of the JAGGAER Applications or (d) the Client Data. Should the JAGGAER Applications as used by Client infringe, or in JAGGAER’s commercially reasonable 7.1. Indemnisation par JAGGAER. JAGGAER xxxxx xxxxxxxx, indemniser et mettre hors de cause le Client face à toutes plaintes, poursuites, procès, pertes, dommages, responsabilités, frais et dépens (notamment les honoraires d’avocat, dans la limite du raisonnable) découlant de toutes plaintes, réclamations, poursuites ou procès intentés par un tiers prétendant que les Applications JAGGAER enfreignent quelque brevet, copyright ou marque déposée que ce soit ou détournent un quelconque secret commercial ou autres droits de propriété intellectuelle d’un tiers. JAGGAER n’aura aucune obligation d’indemniser le Client dans la mesure où la prétendue violation de brevet découle (a) de l'utilisation des Applications JAGGAER par le Client en association avec d’autres données, produits, logiciels, processus ou matériels non fournis ou non autorisés par JAGGAER ; (b) de la modification des Applications JAGGAER par une partie autre que JAGGAER ; (c) de toute utilisation non autorisée des Applications JAGGAER ou (d) des Données
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JAGGAER Indemnification. JAGGAER shall defend, indemnify and hold harmless Client from and against any and all claims, suits, proceedings, losses, damages, liabilities, costs and expenses (including, without limitation, reasonable attorneys’ fees) arising out of any claims, demands, suits or proceedings brought by a third party alleging that the JAGGAER Applications infringe upon any patent, copyright or trademark or misappropriate any trade secret or other intellectual property rights of any third party. JAGGAER shall have no obligation to indemnify Client to the extent any alleged patent infringement arises out of (a) the use of the JAGGAER Applications in combination by Client with other data, products, software, processes or materials not provided or authorized by JAGGAER; (b) the modification of the JAGGAER Applications by a party other than JAGGAER; (c) any unauthorized use of the JAGGAER Applications or (d) the Client Data. Should the JAGGAER Applications as used by Client infringe, or in JAGGAER’s commercially reasonable opinion be likely to infringe, JAGGAER shall, at its option and sole expense: (i) procure for Client the right to continue to use the JAGGAER Applications, (ii) modify the JAGGAER Applications to eliminate any such claim that might result from their use hereunder, provided such modification does not adversely affect the functional capabilities of the JAGGAER Applications or
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JAGGAER Indemnification. XXXXXXX shall defend, indemnify and hold harmless Client from and against any and all claims, suits, proceedings, losses, damages, liabilities, costs and
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Related to JAGGAER Indemnification

  • Company Indemnification The Company agrees to indemnify and hold harmless the Agent, its partners, members, directors, officers, employees and agents and each person, if any, who controls the Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, joint or several, arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, or arising out of any untrue statement or alleged untrue statement of a material fact included in any related Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, joint or several, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 11(d) below) any such settlement is effected with the written consent of the Company, which consent shall not unreasonably be delayed or withheld; and (iii) against any and all expense whatsoever, as incurred (including the reasonable and documented out-of-pocket fees and disbursements of counsel), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above, provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made solely in reliance upon and in conformity with written information furnished to the Company by the Agent expressly for use in the Registration Statement (or any amendment thereto), or in any related Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto).

  • Client Indemnification Client will, at its expense, indemnify and defend Oracle from and against any liabilities, losses, damages, costs, and expenses resulting from Client’s or its personnel’s use of the Services or Data Set in violation of the terms of this Agreement (including any privacy obligations),

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