Reseller Indemnification Sample Clauses

Reseller Indemnification. Reseller agrees to indemnify, defend and hold McDATA harmless for claims (a) made against McDATA by third parties for damage to real property and tangible personal property or bodily injury (including death) arising out of Reseller's misuse of the Products and/or Reseller's negligence or willful misconduct and for which Reseller is legally liable, and (b) based upon misrepresentation by Reseller in conducting its activities under this Agreement.
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Reseller Indemnification. Reseller shall defend, indemnify and hold Licensor, its officers, directors, agents and employees harmless against any and all claims, suits, proceedings, damages, judgments and expenses (including reasonable attorneys' fees) or settlement thereof in connection with or arising from any third party claim based upon: (a) Reseller's use or distribution of the Product Units not in strict accordance with this Agreement; (b) any warranties or representations made by Reseller or Reseller's agents which differ from those provided by Licensor; or
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Reseller Indemnification. Reseller agrees to indemnify SKYSTREAM against, and to hold SKYSTREAM harmless of and from, any loss, cost, damage, liability, suit, judgment, or expense, including legal fees (collectively, "Harm") arising out of any breach of the warranties set forth in Section 7.1.
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Reseller Indemnification. Reseller shall indemnify, defend, and hold harmless Smart Denture and its employees, agents, affiliates, successors, permitted assigns, officers, and directors against any and all Losses relating to or resulting from any claim of a third party arising out of or occurring in connection with (i) Reseller’s negligence, willful misconduct, breach of this Agreement or violation of applicable laws or regulations; or
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Reseller Indemnification. Reseller shall defend, indemnify, and hold harmless Customer and its officers, directors, employees and agents against all losses, damages, penalties, judgments, liabilities, settlements and expenses, including reasonable attorney fees and other expenses of litigation, settlement or defense (collectively, “Indemnifiable Losses”) arising out of or resulting from any claim, suit, proceeding or cause of action brought by a non-affiliated third party (each, a “Claim”) in connection with an allegation that Customer’s use of the iW Solution infringes or misappropriates the Intellectual Property rights of any person. Notwithstanding the foregoing, Reseller shall have no defense or indemnity obligation for Claims arising from (1) Customer’s use of the iW Solution not in compliance with this agreement, the Documentation or Reseller’s reasonable instructions; (2) modification to any portion of the iW Solution not approved in writing or performed by Reseller or its agents (3) Reseller’s or any of its representatives’ conformance with specifications provided by Customer; (4) any use of the iW Solution in combination with other products, equipment, software or data not supplied by Reseller; or (5) Customer’s failure to implement an update or enhancement provided by Reseller. If the iW Solution becomes, or is likely to become, the subject of Claim, then, in addition to defending the Claim and paying any damages as required in this section, Reseller may either replace or modify the iW Solution, providing not less than the functionalities specified in this agreement and the Underlying Agreement, to make them non-infringing or misappropriating; or procure for Customer the right to continue using the iW Solution. If Reseller determines that neither of the foregoing is feasible or otherwise reasonable, Reseller shall have the right to immediately terminate the Underlying Agreement and refund to Customer the prorated portion of any amounts paid thereunder. The remedies set forth in this section 7(a) will be Customer’s sole remedy, and Reseller’s sole liability, for any Claim.
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Reseller Indemnification. Reseller agrees to indemnify and hold QMB Solutions harmless from any and all claims, damages and liabilities resulting from statements, actions, or omission of Reseller, its employees or agents; or breach of this Agreement by Reseller. Such indemnification shall include all reasonable legal fees and other costs incurred by QMB Solutions in defending such claims.
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Reseller Indemnification. Reseller shall defend, indemnify and hold Licensor, its officers, directors, agents and employees harmless against any and all claims, suits, proceedings, damages, judgments and expenses (including reasonable attorneys' fees) or settlement thereof in connection with or arising from any third party claim based upon: (a) Reseller's use or distribution of the Product Units not in accordance with this Agreement; or (b) any warranties or representations made by Reseller or Reseller's agents which differ from those provided by Licensor. Licensor may, at its option, join in the defense or settlement of any such claim with counsel of its choice, at its own expense. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT, IN NO EVENT SHALL RESELLER'S AGGREGATE LIABILITY ARISING UNDER, WITH RESPECT TO OR IN CONNECTION WITH THIS AGREEMENT EXCEED THE TOTAL MONIES PAID BY RESELLER TO LICENSOR UNDER THIS AGREEMENT.
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Reseller Indemnification. Reseller shall indemnify, defend, and hold harmless GeoComm and its officers, directors, employees, agents, successors, and assigns (each, a "GeoComm Indemnitee") from and against any and all Losses incurred by the GeoComm Indemnitee resulting from (a) any Third-Party Claim that Reseller Products infringes upon or misappropriates any United States Intellectual Property Rights; (b) Reseller’s failure to comply with applicable laws, rules or regulations, or (c) a breach by Reseller of this Agreement
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Related to Reseller Indemnification

  • Seller Indemnification Seller will defend and indemnify Trust Depositor, the Trust, the Trustees, any agents of the Trustees and the Noteholders against any and all costs, expenses, losses, damages, claims and liabilities, joint or several, including reasonable fees and expenses of counsel and expenses of litigation arising out of or resulting from (i) this Agreement or the use, ownership or operation of any Motorcycle by Seller or the Servicer or any Affiliate of either, (ii) any representation or warranty or covenant made by Seller in this Agreement being untrue or incorrect (subject to the second sentence of the preamble to Article III of this Agreement above), and (iii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus or in any amendment thereto or the omission or alleged omission to state therein a material fact necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement was made in conformity with information furnished to Trust Depositor by Seller specifically for use therein. Notwithstanding any other provision of this Agreement, the obligation of Seller under this Section 6.01 shall not terminate upon a Service Transfer pursuant to Article VIII of the Sale and Servicing Agreement and shall survive any termination of that agreement or this Agreement.

  • Buyer Indemnification Buyer agrees to indemnify and hold Seller harmless from any and all claims, damages and liabilities arising from Buyer' breach of their representations and warranties set forth in this Agreement.

  • Purchaser Indemnification The Purchaser shall indemnify and hold harmless Seller and its directors, officers, partners and each Person, if any, that controls Seller, within the meaning of either the Securities Act or the Exchange Act, against any and all losses, claims, damages, penalties, fines, forfeitures or liabilities to which Seller or any such director, officer, partner or controlling Person may become subject, under the Securities Act, the Exchange Act or otherwise, to the extent that such losses, claims, damages, penalties, fines, forfeitures or liabilities (or actions in respect thereof) arise out of the servicing of the Mortgage Loans by a successor servicer, out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any offering document prepared in connection with any Reconstitution or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, but only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission relates to information set forth in any information provided by the Purchaser set forth in any offering document prepared in connection with any Reconstitution, and the Purchaser shall in each case reimburse Seller and each such director, officer, partner or controlling Person for any legal or other expenses reasonably incurred by Seller, and each such director, officer or controlling Person, in connection with investigating or defending any such loss, claim, damage, liability, penalties, fines, forfeitures or action, as such expenses are incurred.

  • MLV Indemnification MLV agrees to indemnify and hold harmless the Company and its directors and each officer of the Company who signed the Registration Statement, and each person, if any, who (i) controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act or (ii) is controlled by or is under common control with the Company against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 11(a), as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendments thereto) or in any related Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with information relating to MLV and furnished to the Company in writing by MLV expressly for use therein.

  • Xxxxx Indemnification Xxxxx agrees to indemnify and hold harmless the Company and its directors and each officer of the Company that signed the Registration Statement, and each person, if any, who (i) controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act or (ii) is controlled by or is under common control with the Company against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a), as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendments thereto) or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Agent’s Information.

  • Licensee Indemnification Licensee will indemnify, defend and hold harmless UM, its trustees, officers, agents and employees (collectively, the “Indemnified Parties”), from and against any and all liability, loss, damage, action, claim or expense suffered or incurred by the Indemnified Parties which results from or arises out of third party claims in connection with (individually, a “Liability” and collectively, the “Liabilities”):

  • 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:

  • ARTICLE IX INDEMNIFICATION 11 Section 9.01

  • Seller’s Indemnification Except as otherwise stated in this Agreement, after recording, the Buyer shall accept the Property AS IS, WHERE IS, with all defects, latent or otherwise. Neither Seller nor their licensed real estate agent(s) or any other agent(s) of the Seller, shall be bound to any representation or warranty of any kind relating in any way to the Property or its condition, quality or quantity, except as specifically set forth in this Agreement or any property disclosure, which contains representations of the Seller only, and which is based upon the best of the Seller’s personal knowledge.

  • Servicer Indemnification The Owner shall indemnify and hold harmless from and shall reimburse the Servicer for any losses, damages, deficiencies, claims, causes of action or expenses of any nature (including, but not limited to reasonable attorneys' fees) incurred by the Servicer which arise out of or result from the Owner's gross negligence or willful failure to perform any of its obligations under this Agreement.

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