Overture Indemnification Sample Clauses
The Overture Indemnification clause establishes that one party agrees to compensate the other for certain losses or liabilities arising from specific actions or breaches related to the agreement. Typically, this clause outlines the circumstances under which indemnification is triggered, such as third-party claims resulting from intellectual property infringement or violations of law by the indemnifying party. Its core practical function is to allocate risk between the parties, ensuring that the party responsible for causing harm bears the financial consequences, thereby protecting the other party from unforeseen legal or financial exposure.
Overture Indemnification. Overture will indemnify, defend and/or settle, and pay damages awarded pursuant to, any third party claim brought against Publisher, which alleges that Overture’s Paid Results infringe any valid trademark or copyright in the Territory; provided that Publisher promptly notifies Overture in writing of any such claim, promptly tenders the control of the defense and settlement of any such claim to Overture (at Overture’s expense and with Overture’s choice of counsel), and cooperates fully with Overture (at Overture’s request and expense) in defending or settling such claim, including but not limited to providing any information or materials necessary for Overture to perform the foregoing. * * *
Overture Indemnification. Overture, at its own expense, will indemnify, defend and hold harmless Yahoo and Yahoo Affiliates, employees, representatives and agents from and against any claim, demand, action, investigation or other proceeding, including but not limited to all damages, losses, liabilities, judgments, costs and expenses arising therefrom, brought by any third party against Yahoo (collectively, a “Yahoo Claim”) to the extent that the Yahoo Claim is based on, or arises out of an allegation that Overture’s performance hereunder (including but not limited to Overture’s practice of any method under the Overture Licensed IP by which Overture assembles and orders Overture Results for delivery to Yahoo hereunder) or the Licensed Materials violates any applicable law, rule or regulation or infringe the rights of any third party, including but not limited to intellectual property rights, privacy and publicity rights, claims of defamation, false or deceptive advertising claims and consumer fraud. * Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. EXECUTION CONFIDENTIAL
Overture Indemnification. Overture will indemnify, defend and/or settle, and pay damages awarded pursuant to, any third party claim brought against Publisher, which alleges that Overture’s Paid Results infringe any valid trademark or copyright in the Territory; provided that Publisher promptly notifies Overture in writing of any such claim, promptly tenders the control of the defense and settlement of any such claim to Overture (at Overture’s expense and with Overture’s choice of counsel), and cooperates fully with Overture (at Overture’s request and expense) in defending or settling such claim, including but not limited to providing any information or materials necessary for Overture to perform the foregoing. Overture will not enter into any settlement or compromise of any such claim, which settlement or compromise would result in any liability to Publisher, without Publisher’s prior consent, which will not be unreasonably withheld.
Overture Indemnification. Overture, at its own expense, shall indemnify, defend, and hold harmless Gator and its directors, officers, trustees, shareholders, employees, independent contractors, subsidiaries, agents, successors and assigns from and against any and all losses, costs, liabilities, judgments, damages and expenses, including without limitation reasonable attorneys’ fees and expenses, arising out of or relating to any third party claim, action, investigation, proceeding or suit, whether threatened or asserted (collectively, a “Claim”) that alleges facts that (i) would constitute a breach of any warranty, representation, or covenant made by Overture under this Agreement or are related to Overture’s breach of a material obligation under this Agreement, (ii) Overture’s technology infringes or violates any patents, copyrights, trade secrets, licenses, or other property, contract, personal or proprietary rights of any third party; or (iii) Overture Results provided hereunder violate any state or federal statute or infringe the rights of any third party, if such Claim *** Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. could have been asserted against Overture had the Overture Result appeared on Overture’s own site. Overture shall have no obligation to indemnify Gator in the event that any Claim under subsection (iii) is based on the fact of the appearance of an Overture Result in a Pop Under Window and nothing contained in this Section 6.1 shall be deemed to relieve or diminish Gator’s obligation to indemnify Overture under Section 6.2 of these Terms and Conditions.
Overture Indemnification. With respect to claims or actions against one or both parties by third parties, insofar as such claim, demand or action is [*]. Publisher must approve any settlement of any such claim to the extent that such settlement admits liability on Publisher’s or Parent’s behalf, or imposes any restrictions on Publisher or Parent. Overture may, at its option, elect to have Publisher defend and/or settle the claim on its own behalf, using counsel reasonable acceptable to Overture; in that case Overture shall, in addition to its obligations under (ii) above, reimburse Publisher or Parent for its actual and reasonable attorney’s fees and other costs of defending and/or settling the claim (so long as those fees and costs were approved by Overture in advance). [*].
Overture Indemnification. Overture shall indemnify, defend and/or settle, and pay damages awarded pursuant to, any third party claim brought against Publisher [***], which alleges that [***]; provided that Publisher promptly notifies Overture in writing of any such claim, promptly tenders the control of the defense and settlement of any such claim to Overture (at Overture's expense and with Overture's choice of counsel), and cooperates fully with Overture (at Overture's request and expense) in defending or settling such claim, including but not limited to providing any information or materials necessary for Overture to perform the foregoing.