Supplier's Duty To Defend Sample Clauses

Supplier's Duty To Defend. Except as provided in Section 15.4 and conditioned upon HP’s satisfaction of its obligations under Section 15.2, Supplier will, to the maximum extent permitted by law, [***] (individually, an “Indemnitee” and collectively, “Indemnitees”) [***]
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Supplier's Duty To Defend. Except as provided in Section 14.4 below, Supplier will defend and hold harmless Philips and its Subsidiaries, Subcontractors and customers from any claim that any OEM Product, any combination of an OEM Product with an Philips Product, any Software, Documentation or a Supplier Xxxx, or any product provided as part of Supplier's Support services constitutes an unauthorized use or infringement of any third party's Intellectual Property Rights. Supplier will pay all costs; damages and expenses (including reasonable attorneys' fees) incurred by Philips, its Subsidiaries, Subcontractors or customers and will pay any award with respect to any such claim or agreed to in any settlement of that claim.
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Supplier's Duty To Defend. Supplier will defend any claim, suit or proceeding brought against *********, its Subsidiaries, subcontractors and customers based on a claim that any OEM Product, including Software, Documentation or a Supplier Mark, constitutes an unauthorized use or infringement of any third party's Intellectual Property Rights. Supplier agrees to pay all damages and costs, including attorney's fees, awarded against *********, its Subsidiaries, subcontractors and customers, or agreed to by Supplier in settlement of such claim.
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Supplier's Duty To Defend. Except as provided in this Section 15.1, Supplier will defend and hold harmless Agilent and its Subsidiaries, Subcontractors and customers from any claim that: (A) any OEM Product, any Software, Documentation or a Supplier Xxxx, or any product provided as part of Supplier’s Support services constitutes an unauthorized use or infringement of any third party’s Intellectual Property Rights; or (B) a violation of Section 7.3 above; provided, however, that with respect to both (A) and (B): (i) Agilent shall have provided Supplier notice of the claim pursuant to Section 15.2; and (ii) Supplier shall have sole control and authority with respect to the defense, settlement and compromise thereof. Supplier will pay all costs, damages and expenses (including reasonable attorneys’ fees) incurred by Agilent, its Subsidiaries, Subcontractors or customers and will pay any award with respect to any such claim or agreed to in any settlement of that claim in accordance with the terms of this Section 15.1. Supplier shall have no obligation for any claim of unauthorized use or infringement arising from: (i) any combination of the OEM Product with products not supplied by Supplier, where such unauthorized use or infringement would not have occurred but for such combination; (ii) the adaptation or modification of the OEM Product, where such unauthorized use or infringement would not have occurred but for such adaptation or modification; (iii) the use of the OEM Product in an application for which it was not designed or intended, where such unauthorized use or infringement would not have occurred but for such use; (iv) Agilent's continued use of a version of an OEM Product other than the most recently released version, where such unauthorized use or infringement would not have occurred if such most recently released version had been used; or (v) a claim based on intellectual property rights owned by Agilent or any of its Affiliates.
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Supplier's Duty To Defend. Supplier will defend, indemnify and hold harmless GEMS-IT, its Affiliates and its Subsidiaries, subcontractors and customers from any claim that any OEM Product, any Software, Documentation or a Supplier Mxxx, or any product provided as part of Supplier’s support services constitutes an unauthorized use or infringement of any third party’s Intellectual Property [ * ] designates portions of this document that have been omitted pursuant to a request for confidential treatment filed separately with the commission. FINAL EXECUTABLE VERSION dated 7-29-03 GEMS-IT — Cardiac Science OEM Agreement for AED and CRM Rights. Supplier will pay all costs, damages and expenses (including reasonable attorneys’ fees) incurred by GEMS-IT, its Subsidiaries, subcontractors or customers and will pay any award with respect to any such claim or agreed to in any settlement by Supplier of such a claim.
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Supplier's Duty To Defend. Except as provided in Section 15.4 below, Supplier will defend and hold harmless Agilent and its Subsidiaries, Subcontractors and customers from any claim that any OEM Product, any Software, Documentation or a Supplier Xxxx constitutes an unauthorized use or infringement of any third party's Intellectual Property Rights. Supplier will pay all costs, damages and expenses (including reasonable attorneys' fees) incurred by Agilent, its Subsidiaries, Subcontractors or customers and will pay any award with respect to any such claim or agreed to in any settlement of that claim.
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Related to Supplier's Duty To Defend

  • Suppliers While employed by the Company, and for one (1) year thereafter, Employee shall not cause or induce, or attempt to cause or induce, any person or firm supplying goods, services or credit to the Company or any of its affiliates to diminish or cease furnishing such goods, services or credit.

  • Vendors (a) Section 4.28(a) of the Company Disclosure Letter sets forth, as of the date of this Agreement, the top ten (10) vendors based on the aggregate Dollar value of the Company’s and its Subsidiaries’ transaction volume with such counterparty during the trailing twelve months for the period ending December 31, 2020 (the “Top Vendors”).

  • Liability to Owners (i) Without prejudice to sub-clause 11.1, the Managers shall be under no liability whatsoever to the Owners for any loss, damage, delay or expense of whatsoever nature, whether direct or indirect, (including but not limited to loss of profit arising out of or in connection with detention of or delay to the Vessel) and howsoever arising in the course of performance of the Management Services UNLESS same is proved to have resulted solely from the negligence, gross negligence or wilful default of the Managers or their employees, or agents or sub-contractors employed by them in connection with the Vessel, in which case (save where loss, damage, delay or expense has resulted from the Managers’ personal act or omission committed with the intent to cause same or recklessly and with knowledge that such loss, damage, delay or expense would probably result) the Managers’ liability for each incident or series of incidents giving rise to a claim or claims shall never exceed a total of ten times the annual management fee payable hereunder.

  • Product Warranties Except as set forth in Schedule 3.15, (a) there are no warranties express or implied, written or oral, with respect to the Business and (b) there are no pending or threatened claims with respect to any such warranty, and Seller has no liability with respect to any such warranty, whether known or unknown, absolute, accrued, contingent or otherwise and whether due or to become due.

  • Subcontractors 1. FAS may without further consent on the part of the Investment Company at FAS’s own expense, subcontract for the performance of Administrative Services with a sub-contractor selected by FAS. FAS shall be as fully responsible to the Investment Company for the acts and omissions of any subcontractor as it is for its own acts and omissions.

  • Liability to Third Parties The Member will not have any personal liability for any obligations or liabilities of the Company, whether such liabilities arise in contract, tort or otherwise.

  • Product Warranty and Product Liability Schedule 5.17 of the Disclosure Schedule contains a true, correct and complete copy of Company’s standard warranty or warranties for sales of Products (as defined below) and, except as stated therein, there are no warranties, commitments or obligations with respect to the return, repair or replacement of Products. Schedule 5.17 of the Disclosure Schedule contains a description of all product liability claims and similar claims, actions, litigation and other proceedings relating to Products which are presently pending or which to Company’s knowledge are threatened, or which have been asserted or commenced against Company within the last two (2) years, in which a party thereto either requests injunctive relief (whether temporary or permanent) or alleges damages in excess of $100,000.00 (whether or not covered by insurance). To the best of the Company’s knowledge, there are no defects in design, construction or manufacture of Products which would adversely affect performance or create an unusual risk of injury to persons or property. Except as set forth on Schedule 5.17, none of the Products has been the subject of any replacement, field fix, retrofit, modification or recall campaign other than in the ordinary course of business. The Products have been designed and manufactured so as to meet and comply with all governmental standards and specifications currently in effect, and have received all governmental approvals necessary to allow their sale and use. As used herein, the term “Products” means any and all products currently or at any time previously manufactured, distributed or sold by Company, or by any predecessor of Company under any brand name or xxxx under which products are or have been manufactured over the last three (3) years, distributed or sold by Company, in or through the Business. [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

  • Contractors and subcontractors shall establish and maintain a written sexual harassment policy and shall inform their employees of the policy. The policy must contain a notice that sexual harassment will not be tolerated and employees who practice it will be disciplined.

  • No duty to monitor The Agent shall not be bound to enquire:

  • Product Warranty Each product manufactured, sold, leased, or delivered by the Company has been in conformity with all applicable contractual commitments and all express and implied warranties, and the Company has no Liability (and there is no basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against any of them giving rise to any Liability) for replacement or repair thereof or other damages in connection therewith, subject only to the reserve for product warranty claims set forth on the face of the balance sheet included in the Interim Financial Statements (rather than in any notes thereto) as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of the Company. No product manufactured, sold, leased, or delivered by the Company is subject to any guaranty, warranty, or other indemnity beyond the applicable standard terms and conditions of sale or lease. Section 4.22 of the Disclosure Schedule includes copies of the standard terms and conditions of sale or lease for the Company (containing applicable guaranty, warranty, and indemnity provisions).

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