Third Party Indemnification. The Company hereby acknowledges that Indemnitee has or may from time to time obtain certain rights to indemnification, advancement of expenses and/or insurance provided by one or more third parties (collectively, the “Third-Party Indemnitors”). The Company hereby agrees that it is the indemnitor of first resort (i.e., its obligations to Indemnitee are primary and any obligation of the Third-Party Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by Indemnitee are secondary), and that the Company will not assert that the Indemnitee must seek expense advancement or reimbursement, or indemnification, from any Third-Party Indemnitor before the Company must perform its expense advancement and reimbursement, and indemnification obligations, under this Agreement. No advancement or payment by the Third-Party Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Company shall affect the foregoing. The Third-Party Indemnitors shall be subrogated to the extent of such advancement or payment to all of the rights of recovery which Indemnitee would have had against the Company if the Third-Party Indemnitors had not advanced or paid any amount to or on behalf of Indemnitee. If for any reason a court of competent jurisdiction determines that the Third-Party Indemnitors are not entitled to the subrogation rights described in the preceding sentence, the Third-Party Indemnitors shall have a right of contribution by the Company to the Third-Party Indemnitors with respect to any advance or payment by the Third-Party Indemnitors to or on behalf of the Indemnitee.
Third Party Indemnification. If any Party has the rights to indemnification from a third party, the indemnifying party under this Agreement shall have the right of subrogation with respect to any amounts received from such third-party indemnification claim.
Third Party Indemnification. The obligations of any indemnifying party to indemnify any indemnified party under this Article VII with respect to Buyer Damages or Seller Damages, as the case may be, resulting from the assertion of liability by third parties (a "CLAIM"), will be subject to the following terms and conditions:
Third Party Indemnification. Except as provided in Section 5.15 of this Agreement with respect to the Selected Litigation Matters, the obligations of Sellers to indemnify the Buyer Indemnitees under Section 8.2 of this Agreement with respect to Buyer Damages and the obligations of Buyer to indemnify the Seller Indemnitees under Section 8.3 of this Agreement with respect to Seller Damages, in either case resulting from the assertion of liability by third parties (each, as the case may be, a “Claim”), will be subject to the following terms and conditions:
Third Party Indemnification. Promptly after the assertion by any third party of any proceeding against any Glencore Indemnitee that results or may result in the incurrence by such Glencore Indemnitee of any Loss for which such Glencore Indemnitee would be entitled to indemnification pursuant to this Agreement (a "Third Party Proceeding"), such Glencore Indemnitee shall promptly notify the Company of such Third Party Proceeding. Such notice shall also specify with reasonable detail the factual basis for the Third Party Proceeding and the amount claimed by the third party. The failure to promptly provide such notice shall not relieve the Company of any obligation to indemnify the Glencore Indemnitee, except to the extent such failure prejudices the Company. Thereupon, the Company shall have the right, upon written notice (the "Defence Notice") to the Glencore Indemnitee within 45 days after receipt by the Company of notice of the Third Party Proceeding to conduct, at its own expense, the defence of the Third Party Proceeding in its own name or, if necessary, in the name of the Glencore Indemnitee. Any Glencore Indemnitee shall have the right to employ separate counsel in any Third Party Proceeding to reasonably participate in (but not control) the defence thereof, but the fees and expenses of such counsel shall not be included as part of any Losses incurred by the Glencore Indemnitee unless: (i) the Company failed to give the Defence Notice; or (ii) the employment of such counsel at the expense of the Company has been specifically authorized in writing by the Company. The party conducting the defence of any Third Party Proceeding shall keep the other party reasonably apprised of all significant developments and shall not enter into any settlement, compromise or consent to judgment with respect to such Third Party Proceeding unless: (a) the Company and the Glencore Indemnitee consent, which consent shall not be unreasonably withheld, delayed or conditioned; or (b) the settlement: (I) releases the Glencore Indemnitee and its Affiliates (in the case of a defence conducted by the Company) or the Company and its Affiliates (in the case of a defence conducted by the Glencore Indemnitee) from all liabilities and obligations with respect to such Third Party Proceeding; (II) contains no admission on the part of Glencore Indemnitee and its Affiliates (in the case of a defence conducted by the Company) or the Company and its Affiliates (in the case of a defence conducted by the Glencore Indemnitee...
Third Party Indemnification. The Company hereby acknowledges that Indemnitee has or may from time to time obtain certain rights to indemnification, advancement of expenses and/or insurance provided by one or more third parties (collectively, the “Third-Party Indemnitors”). The Company hereby agrees that it will not assert that the Indemnitee must seek expense advancement or reimbursement, or indemnification, from any Third-Party Indemnitor before the Company must perform its expense advancement and reimbursement, and indemnification obligations, under this Agreement.
Third Party Indemnification. The obligations of Indemnitor to indemnify the Indemnitees under Section 8.2 or Section 8.3 hereof, as the case may be, with respect to Damages resulting from the assertion of liability by third parties (a "Claim"), will be subject to the following terms and conditions:
Third Party Indemnification. To the extent permitted by law, each Party shall defend, indemnify and hold harmless the State and its officers and employees from any and all claims, liabilities or penalties suffered by the State or its officers and employees, and any and all claims, liabilities or penalties asserted against the State or its officers and employees, by or on behalf of any person, on account of, based on or resulting from, or arising out of (or claimed to have arisen out of) the acts or omissions of the Non-State Party. Notwithstanding the foregoing, nothing herein shall be deemed to constitute a waiver of the State’s or any governmental entity’s sovereign immunity, which immunity is hereby reserved to the State or other governmental entity which is a Party to this MOU.
Third Party Indemnification. To the best of Modality Systems’ knowledge, Your use of the Software in accordance with its stated purposes will not infringe any third party's copyright, patent, or other intellectual property rights. Modality Systems shall indemnify, defend and hold harmless You, Your affiliates, and Your respective officers, directors, employees, representatives, and agents from and against all losses, damages, or expenses of whatever form or nature, including reasonable attorney's fees and other costs, arising out of or related to any third party claim that the Software violates any patent, copyright or trade secret right of such third party, provided that: (i) Your use of the Software is in accordance with the terms of this Licence; (ii) Modality Systems is promptly notified in writing of any such claim; and (iii) Modality Systems shall have the exclusive right to control the defence of such claim. In no event shall You settle or compromise any such claim without Modality Systems prior written approval. Modality Systems shall either: (i) obtain for You the right to continue to use the Software; or (ii) modify the Software so that it becomes non-infringing; or (iii) only in the event that options (i) and (ii) above are not commercially reasonable, terminate the Licence with respect to the infringing components of the Software without any further obligation to You. You may, at Your own cost and expense, assist in the defence of any such claim and be represented by counsel of Your choice. This section states the entire liability of Modality Systems with respect to any of the foregoing.
Third Party Indemnification. To ensure that the indemnities provided by each of the Seller and the Buyer to the other’s directors, officers and employees are enforceable, it is agreed by the Parties that each of the Seller and Buyer is acting as agent for its respective directors, officers and employees with respect to the indemnities intended to be given to those directors, officers and employees under this Article 7. Each of the Seller and the Buyer agrees that it will hold any right to indemnification that any director, officer or employee of it is intended to have under this Article in trust for that director, officer or employee, and that funds received by the Seller or Buyer in respect of any claims under this Article by any director, officer or employee of it will be held in trust for that director, officer or employee.
