Subscriber’s Indemnification Sample Clauses

Subscriber’s Indemnification. Subscriber shall: (a) defend Konnektive and its members, managers, officers, directors, employees, agents, representatives, licensors and permitted successors and assigns (the “Konnektive Indemnitees”) from all third-party allegations, suits, claims, actions, or proceedings arising out of: (i) any breach by Subscriber of any representation, warranty or covenant contained herein; (ii) any alleged or actual violation by Subscriber of any applicable local, state or federal law, rule, or regulation, including the GDPR, CCPA, CAN-SPAM, and/or TCPA; (iii) any alleged or actual violation of card brand rules and regulations, including PCI DSS compliance; (iv) the misuse or unauthorized use of the Konnektive Offerings, including the assignment or transfer of the Use Rights to the Konnektive Offerings under this Agreement; (v) the content of any Subscriber Data; or (vi) any harm to Konnektive’s reputation or professional standing as a result of actions or inactions taken by Subscriber; and (b) indemnify and hold harmless the Konnektive Indemnitees from any costs, damages, awards, fees (including attorney’s fees), penalties, expenses, and other amounts incurred by, awarded against, or owed to a third party.

Subscriber’s Indemnification. (a) The Subscriber acknowledges that the Company will rely upon the representations, warranties and agreements of the Subscriber set forth in Section 4, each of which shall survive after the date of the Subscriber's execution and delivery of this Agreement. The Subscriber agrees to hold harmless and indemnify the Company and the General Partner and its officers, directors and stockholders and any other person who may be deemed to control the General Partner from and against all liabilities, damages, losses, costs and expenses (including reasonable attorneys' fees) which it may incur by reason of the failure of the Subscriber to fulfill any of the terms or conditions of this Admission Agreement, or by reason of any inaccuracy or breach of the representations and warranties and agreements made by the Subscriber in Section 4 or in connection with the Partnership Interest in any manner whatsoever. (b) The Company acknowledges that the Subscriber will rely upon the representations, warranties and agreements of the Company set forth in Section 3, each of which shall survive after the date of the Subscriber's execution and delivery of this Agreement. The Company agrees to hold harmless and indemnify the Subscriber from and against all liabilities, damages, losses, costs and expenses (including reasonable attorneys' fees) which it may incur by reason of the failure of the Company to fulfill any of the terms or conditions of this Admission Agreement, or by reason of any inaccuracy or breach of the representations and warranties and agreements made by the Company in Section 3 or in connection with the Partnership Interest in any manner whatsoever.

Subscriber’s Indemnification. 8 8. PIGGY-BACK REGISTRATIONS....................................................9

Subscriber’s Indemnification. Subscriber shall indemnify, and hold NSS, its agents, and data suppliers harmless from and against any and all costs and liabilities which may be asserted against NSS, its agents, and data suppliers based upon the improper use by Subscriber of consumer data furnished to Subscriber by NSS, its agents, and data suppliers or as the result of Subscriber’s failure to comply with the obligations required under applicable federal and state law concerning credit reporting.

Subscriber’s Indemnification. Subscriber shall indemnify and hold harmless and, at its own expense, defend Provider and its respective subsidiaries, affiliates, directors, officers, employees, representatives, partners, members, managers, agents, successors and assigns (“Indemnified Persons”) from and against any and all third-party claims, losses, costs and expenses or liabilities (including direct, indirect, incidental, consequential, special or punitive damages suffered, and LICENSE AGREEMENT reasonable legal fees and expenses), relating to or arising out of: (i) any failure by the Subscriber to comply with its obligations under this Section 2; (ii) the use of the Applications or related software by Subscriber, the Affiliated Entities, or their customers, or pursuant to any sublicense, (iii) any assertion by a third party that any program, data, information or other item provided by Subscriber under or in connection with this Agreement infringes any title, interests and other proprietary rights in intellectual property (collectively, “Intellectual Property Rights”) of a third party; (iv) breach of any representation or warranty; or (v) any failure by Subscriber, for any reason, fraudulent, negligent, or otherwise, to comply with its obligations relating to OATS as hereinafter defined. When any claim for indemnification arises under this Section, Provider shall promptly notify Subscriber of the claim, and when known, the facts constitute such claim, and the amount or an estimate of the amount of the liability arising therefrom. At its option, Provider may defend itself against any claim subject to indemnification under this Section, in which case Subscriber shall pay all reasonable attorneys’ fees and costs incurred by Provider but shall not be obligated to defend Provider against such claim. In situations where Provider chooses not to exercise the foregoing option, Provider may require Subscriber to defend Provider against the claim(s), with legal counsel reasonably acceptable to Provider, and to bear all fees and costs related to doing so. In such event, Provider may choose to participate in the defense of the claim(s) by using its own legal counsel, at Provider’s own cost and expense. Regardless of which option Provider chooses, Subscriber shall not settle or compromise such claim(s) without the prior written consent of Provider, which consent shall not be unreasonably withheld.

Subscriber’s Indemnification. Each Subscriber agrees, severally and not jointly, to indemnify the Company and its officers, directors, employees, stockholders, agents and representatives (each, individually, a “Company Indemnitee”), and hold each Company Indemnitee harmless against any loss, liability, fine, penalty, deficiency, damage or expense, including reasonable legal expenses and costs (each individually and collectively, a “Loss”), which such Company Indemnitee suffers as a result of or relating to the breach by Subscribers of any representation or warranty contained in Section 4 hereof.

Subscriber’s Indemnification. The undersigned understands the meaning and legal consequences of the representations, warranties and other agreements made by the undersigned herein, and that the Company is relying on such representations and warranties in making their determination to accept or reject this Agreement. The undersigned hereby agrees to indemnify and hold harmless the Company, and any agent, director, officer or employee thereof from and against any and all claim, loss, cost, expense, damage or liability (including, without limitation, attorney’s fees and court costs) due to or arising out of a breach of any representation, warranty or agreement of the undersigned contained in this Agreement. The federal and state securities laws impose liabilities under certain circumstances on persons who act in good faith; nothing in this Agreement shall constitute a waiver or limitation of any rights which the undersigned may have under applicable federal and state securities laws. If the undersigned is a Plan, this indemnification obligation in this Section 4 applies to the Plan’s sponsor.