Partner Indemnification. Partner shall defend RN and its directors, officers, agents, employees and representatives, in any third party action for infringement by, or alleged infringement by the Partner Products of any trademark, service xxxx, patent, copyright, or misappropriation of any trade secret by the Partner Products, and will pay any final judgments awarded or settlements entered into in any such action. RN agrees that it shall notify Partner of all threats, claims and proceedings related to any such suit promptly after such threat, claim or proceeding comes to the attention of RN. Partner shall have sole control of the defense and/or settlement of any such suit, and RN shall furnish to Partner, upon request, information available to RN for such defense, and shall provide Partner with such assistance in defending such suits as is requested by Partner, at Partner's expense. If RN's use of the Partner Products under the terms of this Agreement is, or in Partner's opinion is likely to be, enjoined due to the type of infringement or misappropriation specified above, then Partner may, at its sole option and expense, either (i) procure for RN the right to continue using the Partner Products under the terms of this Agreement; or (ii)replace or modify the affected Partner Products so that it is noninfringing and substantially equivalent in function to the enjoined Partner Products. The foregoing obligation of Partner does not apply (i) with respect to versions of the Partner Products or portions or components thereof: (a)that are modified after shipment, if the alleged infringement relates to such modification, and if such modification was not authorized, expressly permitted or performed by Partner; (b)that are combined with other products, processes or materials, if the alleged infringement relates to such combination and if Partner did not authorize or expressly permit the combination; or (c) where RN's use of the Partner Products is not in accordance with the license granted under this Agreement; or (ii) for use or distribution of Partner Products or otherwise not in accordance with the terms and conditions of this Agreement.
Partner Indemnification. Partner agrees to defend iCIMS, its affiliates, and their respective directors, officers, employees, licensors, and agents (each an “iCIMS Indemnitee”) from and against any third-party claim, demand, lawsuit or legal action: (i) alleging that Partner Materials or the Partner Offering infringe or violate an Intellectual Property Right of a third party; (ii) arising from the gross negligence or intentional misconduct of Partner or its affiliates, and their respective employees and agents; (iii) arising from any violation of Partner’s obligations in this Agreement; or (iv) arising from Partner’s violation of an applicable law or regulation (including any anti-corruption, anti-kickback, or anti- bribery law), (each of (i), (ii), (iii), and (iv) a “Partner Indemnified Claim”), and indemnify each iCIMS Indemnitee against any damages, attorneys’ fees, or other costs awarded against it in connection with a Partner Indemnified Claim.
Partner Indemnification. Partner agrees to indemnify and hold SHR, its affiliates, and any of their respective executives, officers, employees, agents, suppliers and customers (including Users) (collectively, “Indemnitees”) harmless from and against any and all claims, damages, losses, liabilities, costs and expenses (including, but not limited to, court costs and reasonable attorneys’ fees) arising out of, or in connection with, (a) Partner’s use of the Treats Program, Services or Software, (b) Partner’s breach of any terms and conditions set forth in this Agreement, (c) any death, injury, harm or other loss arising out of or in connection with the award, delivery or use of prizes, and (d) any claim that the Partner Marks, Partner’s systems or any information, data, technology or other materials provided or otherwise made available to SHR hereunder by or on behalf of Partner or the receipt or use thereof by any Indemnitee (directly or indirectly) infringes upon, misappropriates or otherwise violates any intellectual property right or other proprietary right of a third party.
Partner Indemnification. Partner agrees to indemnify, defend and hold harmless Weebly and any Weebly Related Entities and the directors, officers, employees, subcontractors and agents thereof (collectively, the “Indemnified Party”), with respect to any claim, demand, cause of action, debt or liability, including reasonable attorneys’ fees, to the extent that such action is based upon or arises out of: (a) Partner’s breach of any representation, warranty, obligation or covenant under this Agreement; (b) any third party claim that the App infringes, violates or misappropriates any intellectual property, proprietary or personal right of a third party, including without limitation infringement of third party privacy rights; (c) any allegation relating to the use or inability to use the App, including any product liability claims; (d) Partner’s gross negligence or willful misconduct; or (e) any warranty, condition, representation, indemnity or guarantee relating to Weebly and Weebly Related Entities granted by Partner to any prospective partner or other third party.
Partner Indemnification. (a) Notwithstanding any other provision of this Agreement or any other agreement to the contrary, the Partnership shall (but not any Partner in its capacity as a Partner of the Partnership) defend the Indemnified Parties (as defined below) and absolutely and irrevocably indemnify and hold the Indemnified Parties harmless from and against any and all (i) (A) claims, liabilities or obligations arising from, asserted against or related to the Partnership, the Phenol Facility or any of the transactions undertaken in connection with or contemplated by the Operative Documents or any other agreement to which the Partnership may be a party (other than claims of the Partnership against an Indemnified Party pursuant to contracts between the Partnership and such Indemnified Party or resulting from an actual breach by an Indemnified Party of an Operative Document), including, without limitation, any and all claims, liabilities or obligations relating to environment, health, safety, personal injury, property damage, employment claims, product liability, merchantability or fitness for any particular purpose of goods, conformity of goods to contractual requirements or any other alleged or actual breach or violation of any obligation of or requirement binding on the Partnership; or (B) claims, liabilities or obligations arising from, related to or based upon allegations of any of the foregoing (other hen costs and expenses of defending and investigating such claim or action, which are indemnified, if at all, as provided below in subparagraph (b) of this Section 4.15); and (ii) claims, liabilities or obligations (including costs, expenses, fines, assessments, charges, penalties, damages (whether actual, punitive or consequential) or judgments of any kind or nature whatsoever assessed in litigation or similar proceedings) arising from, asserted against or associated with any claim, liability or obligation described above in clause (i) of this Section 4.15 (clauses (i) and (ii) of this Section 4.15 being referred to herein collectively as the "Indemnified Liabilities") regardless of how or when they arose or arise and regardless of by whom or when asserted and whether the facts on which any Indemnified Liability is based occurred prior to, on or subsequent to the date hereof and regardless of whether known or unknown, fixed or contingent or asserted or unassorted, or arising out of strict liability, malfeasance, misfeasance, or nonfeasance, provided, however, that this Secti...
Partner Indemnification. (a) To the fullest extent permitted by law, each Partner, its Affiliates and its directors, officers, shareholders, employees, partners and agents (individually, an “Indemnitee”) shall be indemnified and held harmless by the Partnership from and against any and all losses, claims, damages, costs, liabilities, joint or several, expenses (including attorneys’ fees and expenses), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, in which any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, arising out of such Indemnitee’s involvement, directly or indirectly, with the Partnership; provided, however, that in each case (i) the Indemnitee acted in good faith and in a lawful manner and (ii) the circumstances giving rise to the right to indemnification did not involve the Indemnitee’s or such Indemnitee’s Affiliate’s willful misconduct, fraud, negligence, breach of fiduciary duty or a violation or breach of performance by such Indemnitee or any of such Indemnitee’s Affiliates having a Material Adverse Effect.
(b) Expenses (including legal fees and expenses) incurred by an Indemnitee in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Partnership prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Partnership of an undertaking by or on behalf of the Indemnitee to repay such amount if it shall be determined that the Indemnitee is not entitled to be indemnified as authorized in this Section 15.01(a).
(c) Any indemnification pursuant to this Section 15.01 shall be made only out of the assets of the Partnership, and the LPs shall have no personal liability on account thereof.
(d) The indemnity, reimbursement and contribution obligations of the Partnership under this Section 15.01 shall survive any termination of this Agreement.
(e) The provisions of this Section 15.01 are for the benefit of the Indemnitees, their heirs, successors, assigns and administrators and shall not be deemed to create any rights for the benefit of any other Persons.
Partner Indemnification. Each Limited Partner and General Partner shall indemnify the other Partners for, from and against any and all claims, demands, losses, damages, liabilities, suits and other proceedings, judgments and awards, costs and expenses (including but not limited to reasonable attorney’s fees) arising directly or indirectly out of any breach of the covenants contained herein, by such Partner, its Affiliates, officers, agents or employees.
Partner Indemnification. Each Partner (the "Indemnitor Partner") shall indemnify, defend and hold harmless the other Partner (the "Indemnitee Partner") from and against any and all losses, claims, damages, liabilities, expenses (including reasonable attorneys' fees and costs), judgments, fines, settlements, demands, actions, or suits relating to or arising out of any (i) fraud, gross negligence or willful misconduct for which the Indemnitor Partner or any of its Affiliates (or the Partnership as the result of an act or omission of any of the same) has been adjudged liable; (ii) material breach by the Indemnitor Partner of any term or provision of this Agreement or any Collateral Agreement, and (iii) material breach or inaccuracy in any representation or warranty made by such Indemnitor Partner in this Agreement or any Collateral Agreement.
Partner Indemnification. Each party (“Indemnitor”) shall defend the other party (“Indemnitee”) against any claim, demand, suit or proceeding made or brought against Indemnitee, any of its Affiliates, or any of their respective shareholders, officers, directors, employees, or agents (collectively “Indemnified Parties”) by a third party alleging that: (a) Indemnitor’s (or any User’s, in the case of Partner) use of the Platform is in breach of this Agreement, infringes or misappropriates the Intellectual Property Rights or other rights of a third party (including but not limited to Projects infringing such rights in the case of Partner) or violates applicable law; (b) the violation of any law, regulation, or other legal mandate, by Indemnitor; (c) the breach by Indemnitor, its officers, directors, employees, or agents of any covenant, condition, warranty, or representation contained in this Agreement; or (d) the gross negligence or willful misconduct of Indemnitor, its officers, directors, employees, or agents (a “Claim”). Indemnitor shall indemnify and hold harmless the Indemnified Parties for any loss, claim, damages, cost, expenses, and other liability (including reasonable lawyers’ and expert’s fees and expenses) that any Indemnified Party incurs a result of or in connection with a Claim; provided that Indemnitee: (i) promptly gives Indemnitor written notice of the Claim; (ii) gives Indemnitor sole control of the defense and settlement of the Claim (provided that Indemnitor may not settle any Claim unless the settlement unconditionally releases Indemnitee of all liability); and (iii) provide to Indemnitor all reasonable assistance, at Indemnitor’s expense.
Partner Indemnification. In addition to and not in lieu of any other indemnification arrangement among the Partners and the Joint Venture pursuant to the Formation Agreement or otherwise, the Joint Venture hereby indemnifies each Partner and agrees to hold such Partner and its officers, directors, employees and agents harmless from any loss, liability, damage, cost or expense (including reasonable fees and expenses of accountants, consultants and engineers, and reasonable attorneys' fees and expenses in connection with any action, suit or proceeding) incurred or suffered by any of such Persons resulting from the Joint Venture's negligence or willful misconduct or from product liability or similar claims relating to TiO2 produced by the Joint Venture; provided, however, that the Joint Venture's liability under this Section 11.02 shall be limited to the amount of insurance proceeds available to the Joint Venture in respect of the matter giving rise to such indemnification obligation.
