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 an Indemnitor to indemnify Indemnitees under this Article VIII hereof with respect to Damages resulting from the assertion of liability by third parties (a "Claim"), will be subject to the following terms and conditions:
(a) Any party against whom any Claim is asserted will give the Indemnitor written notice of any such Claim promptly after learning of such Claim, and the Indemnitor may at its option undertake the defense thereof by representatives of its own choosing. If the Indemnitor, within thirty (30) days after notice of any such Claim, or such shorter period as is reasonably required, fails to assume the defense of such Claim, the Indemnitee against whom such claim has been made will (upon further notice to Indemnitor) have the right to undertake the defense, compromise or settlement of such claim on behalf of and for the account and risk, and at the expense, of the Indemnitor, subject to the right of the Indemnitor to assume the defense of such Claim at any time prior to settlement, compromise or final determination thereof.
(b) Anything in this Section 8.5 to the contrary, notwithstanding, an Indemnitor shall not enter into any settlement or compromise of any action, suit or proceeding or consent to the entry of any judgment (i) which does not include as an unconditional term thereof the delivery by the claimant or plaintiff to the Indemnitee of a written release from all liability in respect of such action, suit or proceeding or (ii) for other than monetary damages to be borne by the indemnifying party without the prior written consent of the Indemnitee, which consent shall not be unreasonably withheld.
Third Party Indemnification. The obligations of Seller to indemnify Buyer Indemnitees under Section 10.2 with respect to Buyer Damages and the obligations of Buyer to indemnify Seller Indemnitees under Section 10.3 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 additional terms and conditions:
(a) Any Party against whom any Claim is asserted (the “Indemnified Party”) will give the indemnifying party (the “Indemnifying Party”) written notice of any such Claim promptly after learning of such Claim, and the Indemnifying Party may at its option undertake the defense thereof by representatives of its own choosing. Failure to give prompt notice of a Claim hereunder shall not affect the Indemnifying Party’s obligations under this Article X, except to the extent the Indemnifying Party is prejudiced by such failure to give prompt notice. If the Indemnifying Party, within thirty (30) days after notice of any such Claim, or such shorter period as is reasonably required, fails to assume the defense of such Claim, the Indemnified Party will (upon further notice to the Indemnifying Party) have the right to undertake the defense, compromise or settlement of such Claim on behalf of and for the account and risk, and at the expense, of the Indemnifying Party, subject to the right of the Indemnifying Party to assume the defense of such Claim at any time prior to settlement, compromise or final determination thereof.
(b) Anything in this Section 10.4 to the contrary notwithstanding, the Indemnifying Party shall not enter into any settlement or compromise of any action, suit or proceeding or consent to the entry of any judgment (i) which does not include as an unconditional term thereof the delivery by the claimant or plaintiff to the Indemnified Party of a written release from all liability in respect of such action, suit or proceeding or (ii) for other than monetary damages to be borne by the Indemnifying Party, without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld, delayed or conditioned.
(c) The Indemnifying Party and the Indemnified Party shall cooperate fully in all aspects of any investigation, defense, pretrial activities, trial, compromise, settlement or discharge of any claim in respect of which indemnity is sought pursuant to this Article X, including by providing the other Party with reasonable access to employ...
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. 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.
Third Party Indemnification. If an Indemnified Person is entitled to indemnification in respect of the same loss, expense, damage or injury from the Partnership under this Section 9.2 and from one or more Third-Party Indemnifiers, the Partnership shall make indemnification payments to such Indemnified Person under this Section 9.2 with respect to such loss, expense, damage or injury only to the extent that the amount of indemnification payments that the Partnership would make under this Section 9.2 in the absence of such Third-Party Indemnifiers exceeds the aggregate amount of indemnification payments actually received by such Indemnified Person with respect to such loss, expense, damage or injury from such Third-Party Indemnifiers. Nothing in this Section 9.2(b) shall preclude an Indemnified Person from receiving indemnification payments that may subsequently be required to be returned under Section 9.2(c). For purposes of this Section 9.2, “indemnification” payments made or to be made by a Third-Party Indemnifier shall be deemed to include equivalent payments made or to be made by such Third-Party Indemnifier pursuant to an insurance policy or similar arrangement.
Third Party Indemnification a. The Transporter shall indemnify and hold harmless the Shipper from and against any and all losses, damages, penalties, costs (including reasonable attorney fees plus court costs) expenses and injuries on account of any claims, demands, proceedings, judgments or causes of action brought by any third party (including employees of either Party) or Government Authority, caused by or resulting from or attributable to the installation, existence, ownership, possession, operation or maintenance of the Transportation Facilities or arising out of acts or omissions by Transporter in the performance of his obligations under this Agreement including but not limited to any loss or harm to the environment or any injury or harm to, or death of, any Person including any employee of the Shipper or any damage or loss of property, except to the extent caused by the willful misconduct or negligence of the Shipper or breach of this Agreement by the Shipper.
b. The Shipper shall indemnify and hold harmless the Transporter from and against any and all losses, damages, penalties, costs(including reasonable attorney fees plus court costs) , expenses and injuries on account of any claims, demands, proceedings judgments or causes of action brought by any Third Party (including employees of either Party) or Government Authority, caused by or resulting from or attributable to the installation, existence, ownership, possession, operation or maintenance by the Shipper of its Facilities or arising out of acts or omissions of Shipper in the performance of his obligations under this Agreement including but not limited to any loss or harm to the environment or any injury or harm to, or death of, any Person including any employee of the Transporter or any damage or loss of property, except to the extent caused by the willful misconduct or negligence of the Transporter or breach of this Agreement by the Transporter.