Subscriber Indemnification. Each Subscriber agrees to indemnify, hold harmless, reimburse and defend the Company and each of the Company's officers, directors, agents, Affiliates, control persons against any claim, cost, expense, liability, obligation, loss or damage (including reasonable legal fees) of any nature, incurred by or imposed upon the Company or any such person which results, arises out of or is based upon (i) any material misrepresentation by such Subscriber in this Agreement or in any Exhibits or Schedules attached hereto, or other agreement delivered pursuant hereto; or (ii) after any applicable notice and/or cure periods, any breach or default in performance by such Subscriber of any covenant or undertaking to be performed by such Subscriber hereunder, or any other agreement entered into by the Company and Subscribers, relating hereto.
Subscriber Indemnification. Subscriber shall defend iCIMS and its Affiliates, officers, directors, shareholders and agents (each, an “iCIMS Indemnitee”) from and against any third-party claim, demand, lawsuit or legal action: (i) alleging that Subscriber IP or Subscriber Marks infringe or violate an Intellectual Property Right of a third party; (ii) arising from any matter for which Subscriber is responsible under Section 3 (Subscriber Responsibilities) above; or (iii) arising from violation by Subscriber of its obligations under this Agreement with respect to Confidential Information (each of (i), (ii) and (iii), a “Subscriber Indemnified Claim”), and indemnify each iCIMS Indemnitee against any damages, attorneys’ fees, or other costs awarded against it in connection with a Subscriber Indemnified Claim.
Subscriber Indemnification. The Issuer agrees to indemnify and hold Subscriber, each person, if any, who controls Subscriber within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of Subscriber within the meaning of Rule 405 under the Securities Act, and each underwriter pursuant to the applicable underwriting agreement with such underwriter, and each broker, placement agent or sales agent to or through which Subscriber effects or executes the resale of any Acquired Shares, harmless against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) incurred by Subscriber directly that are caused by any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any other registration statement which covers Registrable Securities of Subscriber (including, in each case, the prospectus contained therein) or any amendment thereof (including the prospectus contained therein) or caused by any omission or alleged omission to state therein a material fact necessary in order to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made), not misleading, except insofar as the same are caused by or contained in any information or affidavit so furnished in writing to the Issuer by Subscriber expressly for use therein.
Subscriber Indemnification. Subscriber will, at its expense, defend Inriver against any claim, demand, suit or proceeding made by a third party alleging that the Subscriber Content infringes the intellectual property rights of such third party or that Subscriber would not have such requisite rights to access such third party services in connection with its use of the Adapter as represented and warranted under section 2.5 and will pay all costs, losses or damages that are finally awarded by a court of competent jurisdiction (including reasonable attorneys’ fees) or agreed to in written settlement signed by Subscriber. Inriver will: (i) notify Subscriber in writing within thirty (30) calendar days of its receipt of notice of the claim; (ii) give Subscriber sole control of the defense and settlement of the claim (except that Subscriber will not settle any claim that results in liability or an admission of liability by Inriver without Inriver’s prior written consent); and (iii) provide Subscriber with all reasonable assistance, information, and authority necessary to perform Subscriber’s obligations under this paragraph.
Subscriber Indemnification. Subscriber shall indemnify, defend and hold TOMIS, its licensors and each such party’s parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys, and agents harmless from and against any and all claims, costs, damages, losses, liabilities, and expenses (including attorneys’ fees and costs) arising out of or in connection with: (a) a claim alleging that use of the Subscriber Data infringes the rights of, or has caused harm to, a third party (including a claim by Subscriber’s customers under Subscriber’s license grant of Subscriber Data provided for in Section 10); (b) a breach of Subscriber’s representations and warranties contained in this Agreement; or (c) the breach by Subscriber or Subscriber Users of this Agreement; provided in each such case that TOMIS: (i) gives written notice of the claim promptly to Subscriber (provided that failure to give such notice shall not waive or reduce any indemnity obligation except to the extent such failure prejudices the defense or mitigation of such claim); (ii) gives Subscriber sole control of the defense and settlement of the claim (provided that Subscriber may not settle any claim unless Subscriber unconditionally releases TOMIS of all liability and such settlement does not affect TOMIS’ business or Service); and (iii) provides to Subscriber all available information and assistance.
Subscriber Indemnification. Subscriber shall indemnify and, at CoreMedia's option, defend CoreMedia and its affiliates, and its and their respective employees, contractors, agents, representatives, successors, and assigns from and against any damages and costs resulting from a Third-Party Claim that the Subscriber Data, or any use of the Subscriber Data in accordance with this Agreement, infringes or misappropriates such third-party's rights and any Third-Party Claims based on Subscriber's or any use of the Services in combination with data, software, hardware, equipment, or technology not provided or authorized by CoreMedia in writing or the Documentation.
Subscriber Indemnification. Subscriber will defend, indemnify, and hold harmless Laserfiche and each Laserfiche Cloud Solution Provider, Laserfiche Affiliate and Laserfiche authorized reseller, and each of Laserfiche’s, Laserfiche Cloud Solution Provider’s, Laserfiche Affiliate’s and Laserfiche authorized resellers’ employees, officers, directors, shareholders, representatives, and agents (collectively, “Indemnified Parties”), from and against any and all claims, damages, fines, penalties, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees and costs) arising out of or relating to any third-party claim concerning: (a) Subscriber, any Subscriber Affiliate’s or any User’s use of Laserfiche Cloud, the Subscriptions, Product Components, Laserfiche Content, Third Party Content, or Third Party Products, including any activities or use by Subscriber’s or Subscriber’s Affiliates’ employees, contractors, representatives or agents; (b) breach of this Agreement or violation of applicable law by Subscriber, any Subscriber’s Affiliate, or any User; (c) Subscriber Content or the combination of Subscriber Content with other applications, content or processes, including any claim involving alleged infringement or misappropriation of third-party rights by Subscriber Content or by the use, development, design, production, advertising or marketing of Subscriber Content; (d) Subscriber’s breach of any of Subscriber’s obligations, contractual or otherwise, that Subscriber may owe to Users as a result of, or in connection with, the use of Laserfiche Software, Laserfiche Cloud, the Services Environment, or associated services or Support; (e) use of Third Party Content or Third Party Products with Laserfiche Software, Laserfiche Cloud or the Services Environment; (f) a dispute between Subscriber, any Subscriber’s Affiliate or any User, on the one hand, and any third party; (g) a dispute between Subscriber or any Subscriber’s Affiliate, on the one hand, and any User; or (h) an Excluded Claim. If we or any other Indemnified Party is obligated to respond to a third-party subpoena or other compulsory legal order or process described above, Subscriber will also reimburse us for reasonable attorneys’ fees, as well as the applicable Indemnified Party’s employees’, contractors’, representatives’ and agents’ time and materials spent responding to the third-party subpoena or other compulsory legal order or process at our then-current hourly rates. We have the right to assume control of the ...
Subscriber Indemnification. Subscriber shall defend, indemnify, and hold harmless Psych Select and its officers, directors, members, managers, equity holders, employees, agents, contractors, suppliers, and licensors against all costs, expenses, losses, and damages (including reasonable attorneys' fees and costs) incurred or awarded as a result of or in connection with claims of third parties against Psych Select based on or arising directly or indirectly out of: (a) Subscriber's (including its employees' and agents') use of the Service; (b) a breach by Subscriber (including any of its employees and agents) of any terms of this Agreement; (c) Subscriber's (or its employee's or agent's) violation of any applicable laws or regulations; (d) any negligence, willful misconduct, or fraud by Subscriber (including any of its employees and agents); or (e) defamation, libel, violation of privacy rights, unfair competition, or infringement of any third party's intellectual property rights or allegations thereof to the extent caused by Subscriber (including any of its employees and agents).
Subscriber Indemnification. In consideration of the Company's execution and delivery of the Transaction Documents and issuance of the Securities hereunder and thereunder and in addition to all of each Subscriber's other obligations under the Transaction Documents, the Subscriber shall, severally and not jointly, defend, protect, indemnify and hold harmless the Company and all of the Company's officers, directors, agents or other representatives (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the "COMPANY INDEMNITEES") from and against any and all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages (other than consequential damages), and expenses in connection therewith (irrespective of whether any such Company Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable attorneys' fees and disbursements (the "COMPANY INDEMNIFIED LIABILITIES"), incurred by any Company Indemnitee as a result of, or arising out of, or relating to (a) any misrepresentation or breach of any representation or warranty made by the Subscriber in the Transaction Documents to which it is a party, (b) any breach of any covenant, agreement or obligation of the Subscriber contained in the Transaction Documents to which it is a party or (c) any cause of action, suit or claim brought or made against such Company Indemnitee by a third party and arising out of or resulting from, other than those arising from or resulting from a misrepresentation or breach of any representation or warranty made by such Company Indemnitee contained in the Transaction Documents or a breach of any covenant, agreement or obligation by such Company Indemnitee contained in the Transaction Documents or from the gross negligence, willful misconduct or bad faith of such Company Indemnitee, the execution, delivery, performance or enforcement of the Transaction Documents.
Subscriber Indemnification. Notwithstanding anything to the contrary in this Agreement, and subject to Section 11.3, Subscriber shall defend, or, at its option, settle, any third-party claim, suit or proceeding against Sparta to the extent arising out of or related to: Subscriber Data; any of Subscriber’s products or services; or negligent, reckless, illegal or improper conduct of Subscriber’s Users. Subscriber shall pay the damages and reasonable and verifiable costs and expenses which are finally awarded against Sparta by final judgment of a court of competent jurisdiction (or pursuant to settlements agreed to in writing by Subscriber) directly attributable to such claim.
