Terms of Defense and Indemnification Sample Clauses

Terms of Defense and Indemnification. An indemnified party will promptly notify the indemnifying Party, in writing, of any claim for which it believes that it is entitled to indemnification. An indemnified party will, at the indemnifying Party’s request and expense, allow the indemnifying Party to conduct and/or settle all negotiations and litigation resulting from the claim. Notwithstanding the foregoing, the indemnified party may employ counsel at its own expense to assist it with respect to any such claim; provided, however, that if the retention of such counsel is necessary because of a conflict of interest of either the indemnifying Party or its counsel or because the indemnifying Party does not promptly assume control of the claim, the indemnifying Party will bear the expense of such counsel. No indemnified party will have authority to settle any claim on behalf of the indemnifying Party. Each indemnified party will cooperate with the indemnifying Party, who will reimburse the indemnified party for any out-of- pocket expenses (including the reasonable fees of attorneys and other professionals) the indemnified party incurs in providing the requested assistance.
Sample 1Sample 2Sample 3See All (8)
AutoNDA by SimpleDocs
Terms of Defense and Indemnification. Cisco will promptly notify Developer, in writing, of any claim, including General Claims and IP Claims, for which any Cisco Indemnified Party seeks indemnification (provided that Cisco’s failure to provide such notice or to provide it promptly will relieve Developer of its indemnification obligations only if and to the extent that such failure prejudices Developer’s ability to defend the IP Claim(s) or General Claim(s), as applicable). Except as provided below, Developer shall have exclusive authority and control of the defense, compromise, adjustment and settlement of the IP Claim or General Claim, including any subsequent appeal. In addition, Cisco shall provide Developer with all reasonably necessary cooperation and assistance requested by Developer, at Developer’s expense, in connection with such defense and settlement. Subject to the foregoing Cisco may employ counsel at its own expense to assist it with respect to any such General Claim or IP Claim provided, however, that if such counsel is necessary because of a conflict of interest of either Developer or its counsel or because Developer does not assume control, Developer will bear the expense of such counsel. Cisco shall have no authority to settle any General Claim or IP Claim on behalf of Developer. Notwithstanding anything else in this Section 11, if the General Claim or IP Claim is one of multiple claims in a lawsuit against Cisco and/or its Affiliates, some of which claims may not be subject to the indemnity obligation under this Section 11,Cisco may, at its sole discretion and upon notice to Developer, elect to solely control the defense, settlement, adjustment or compromise of the General Claim or IP Claim, respectively, in which event: (a) Developer agrees to cooperate with Cisco’s sole control and provide any assistance as may be reasonably necessary for the defense, settlement, adjustment or compromise of any such controversy or proceedings, (b) Developer shall not be relieved of its indemnification and hold harmless obligations under this Section 11, and Developer shall remain responsible for its proportionate share of the losses, damages, liabilities, settlements, costs and expenses relating to the General Claim or IP Claim, as applicable, and reasonably attributable to Developer, and (c) Cisco shall be obligated to act in good faith with respect to Developer’s interests that may be affected by any such defense, settlement or compromise.
Sample 1Sample 2See All (4)
Terms of Defense and Indemnification. An Indemnified Party shall promptly notify AMS, in writing, of any Claim for which it believes that it is entitled to indemnification. An Indemnified Party shall, at AMS’s request and expense, allow AMS to conduct and/or settle all negotiations and litigation resulting from the Claim. Notwithstanding the foregoing, ISOC or the IETF Trust may employ counsel at its own expense to assist it with respect to any such Claim; provided, however, that if the retention of such counsel is necessary because of a conflict of interest of either AMS or its counsel or because AMS does not promptly assume control of the Claim, AMS shall bear the expense of such counsel. No Indemnified Party shall have authority to settle any claim on behalf of AMS. Each Indemnified Party shall, at the request of AMS, afford commercially reasonable assistance with such settlement negotiations and litigation, and shall be reimbursed by AMS on demand for all out-of-pocket expenses (including the reasonable fees of attorneys and other professionals) it incurs in providing the requested assistance.
Sample 1Sample 2See All (4)

Related to Terms of Defense and Indemnification

  • Release and Indemnification CLIENT hereby releases TAILGATE GUYS and agrees to indemnify and defend TAILGATE GUYS and save TAILGATE GUYS harmless from and against all suits, actions, damages, liability and expenses in connection with loss of life, body or personal injury or property damage (and each and all of them) arising from or out of any occurrence in and around the Site or any part thereof, or occasioned wholly or in part by any act or omission of CLIENT, its invitees, and guests.

  • Limitations of Liability and Indemnification 5.1 No Personal Liability of Shareholders, Trustees, etc......................................11 5.2

  • Waiver and Indemnification Tenant waives all claims against Landlord, its Security Holders (defined in Section 17), Landlord’s managing agent(s), their (direct or indirect) owners, and the beneficiaries, trustees, officers, directors, employees and agents of each of the foregoing (including Landlord, the “Landlord Parties”) for (i) any damage to person or property (or resulting from the loss of use thereof), except to the extent such damage is caused by any negligence, willful misconduct or breach of this Lease of or by any Landlord Party, or (ii) any failure to prevent or control any criminal or otherwise wrongful conduct by any third party or to apprehend any third party who has engaged in such conduct. Tenant shall indemnify, defend, protect, and hold the Landlord Parties harmless from any obligation, loss, claim, action, liability, penalty, damage, cost or expense (including reasonable attorneys’ and consultants’ fees and expenses) (each, a “Claim”) that is imposed or asserted by any third party and arises from (a) any cause in, on or about the Premises, or (b) any negligence, willful misconduct or breach of this Lease of or by Tenant, any party claiming by, through or under Tenant, their (direct or indirect) owners, or any of their respective beneficiaries, trustees, officers, directors, employees, agents, contractors, licensees or invitees (each, an “Act of Tenant”), except to the extent such Claim arises from any negligence, willful misconduct or breach of this Lease of or by any Landlord Party. Landlord shall indemnify, defend, protect, and hold Tenant, its (direct or indirect) owners, and their respective beneficiaries, trustees, officers, directors, employees and agents (including Tenant, the “Tenant Parties”) harmless from any Claim that is imposed or asserted by any third party and arises from any negligence, willful misconduct or breach of this Lease of or by any Landlord Party, except to the extent such Claim arises from any negligence, willful misconduct or breach of this Lease of or by any Tenant Party.

  • Escrow and Indemnification 50 8.1 Survival of Representations, Warranties and Covenants...........50 8.2 Indemnity.......................................................50 8.3

  • Standard of Liability Indemnifications Confidential material redacted and filed separately with the Commission.

  • 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.

  • Limitation of Liability and Indemnification State Street shall be held to a standard of reasonable care in carrying out its duties under this Agreement. State Street shall be responsible for the performance of only such duties as are set forth in this Agreement and, except as otherwise provided under Section XVI, shall have no responsibility for the actions or activities of any other party, including other service providers. State Street shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless caused by or resulting from the negligence, reckless misconduct, willful malfeasance or lack of good faith of State Street, its officers or employees and, in such event, such liability will be subject to the limitations set forth in Section XIII herein. STATE STREET SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES) IN ANY WAY DUE TO THE TRUST’S USE OF THE SERVICES DESCRIBED HEREIN OR THE PERFORMANCE OF OR FAILURE TO PERFORM STATE STREET’S OBLIGATIONS UNDER THIS AGREEMENT. This disclaimer applies without limitation to claims regardless of the form of action, whether in contract (including negligence), strict liability, or otherwise and regardless of whether such damages are foreseeable. The Trust, or, if applicable, the relevant Portfolio, will indemnify and hold harmless State Street and its stockholders, directors, officers, employees, agents, and representatives (collectively, the “Trust Indemnified Persons”) for, and will pay to the Trust Indemnified Persons the amount of, any actual and direct damages, whether or not involving a third-party claim (collectively, the “Damages”), arising from or in connection with (i) any act or omission by State Street (or any of its affiliates) pursuant to this Agreement which does not constitute negligence, reckless misconduct, willful malfeasance or lack of good faith in fulfilling the terms and obligations of this Agreement, (ii) any act or omission by the Trust (or any of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement, or (iii) any act or omission by the Trust (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of this Agreement. The remedies provided in this paragraph are not exclusive of or limit any other remedies that may be available to State Street or any other Trust Indemnified Person. State Street will indemnify and hold harmless the Trust, and its respective shareholders, trustees, directors, officers, agents, and representatives (collectively, the “State Street Indemnified Persons”) for, and will pay to the State Street Indemnified Persons the amount of, any Damages, arising from or in connection with (i) any act or omission by State Street (or any of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement or (ii) any act or omission by State Street (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of this Agreement; provided, however, that State Street shall not be required to provide indemnification for damages arising from errors caused by inaccurate prices received from independent pricing services and reasonably relied upon by State Street. In the event that State Street is required to provide indemnification under this Section XII, its liability shall be limited as described under Section XIII below. The remedies provided in this paragraph are not exclusive of or limit any other remedies that may be available to the Trust or any other State Street Indemnified Person. The indemnification and limitation of liability contained herein shall survive the termination of this Agreement.

  • Limitation of Liability; Indemnification (a)None of the Asset Manager, its affiliates, or any of their respective directors, members, stockholders, partners, officers, employees or controlling persons (collectively, “Managing Parties”) shall be liable to the Series or the Company for (i) any act or omission performed or failed to be performed by any Managing Party (other than any criminal wrongdoing) arising from the exercise of such Managing Party’s rights or obligations hereunder, or for any losses, claims, costs, damages, or liabilities arising therefrom, in the absence of criminal wrongdoing, willful misfeasance or gross negligence on the part of such Managing Party, (ii) any tax liability imposed on the Series or the Series #TICKER Asset, or (iii) any losses due to the actions or omissions of the Series or any brokers or other current or former agents or advisers of the Series.

  • Exculpation and Indemnification (a) No Protected Person shall be liable to the Company or any Manager or any other Member for any action taken or omitted to be taken by it or by other Person with respect to the Company, including any negligent act or failure to act, except in the case of a liability resulting from such Protected Person’s own actual fraud, gross negligence, willful misconduct, bad faith, breach of fiduciary duty, reckless disregard of duty or any intentional and material breach of this Agreement or conduct that is subject of a criminal proceeding (where such Protected Person has reasonable cause to believe that such conduct was unlawful). With the prior consent of the Board, any Protected Person may consult with legal counsel and accountants with respect to Company affairs (including interpretations of this Agreement) and shall be fully protected and justified in any action or inaction which is taken or omitted in good faith, in reliance upon and in accordance with the opinion or advice of such counsel or accountants. In determining whether a Protected Person acted with the requisite degree of care, such Protected Person shall be entitled to rely on written or oral reports, opinions, certificates and other statements of the directors, officers, employees, consultants, attorneys, accountants and professional advisors of the Company selected with reasonable care; provided that no such Protected Person may rely upon such statements if it believed that such statements were materially false.

  • Insurance and Indemnification Costs of insurance in connection with the general conduct of activities are allowable, provided that the extent and cost of coverage are in accordance with the Grantee’s policy and sound business practice.

Time is Money Join Law Insider Premium to draft better contracts faster.