Vendor Indemnification. Vendor agrees to and does hereby defend, indemnify and hold harmless Division and each Purchaser, their Affiliates, successors, assigns, directors, officers, agents and employees (“Division Indemnitees”) from and against any and all liabilities, demands, losses, damages, costs, expenses, fines, amounts paid in settlements or judgments, and all other reasonable expenses and costs incident thereto, including reasonable attorneys’ fees (collectively referred to as “Damages”) arising out of or resulting from: (i) any claim, lawsuit, investigation, proceeding, regulatory action, or other cause of action, arising out of or in connection with Products and/or Services, or the possession and/or use of the Products or Services (“Injury”); (ii) the breach or alleged breach by Vendor of the representations, warranties or covenants contained in this Agreement or in materials furnished by Vendor or any Vendor Personnel; or (iii) any infringement, misappropriation or alleged infringement or misappropriation of any patent, trademark, copyright, trade secret or other intellectual property right resulting from the purchase of Products and/or Purchasers’ possession and use thereof, as well as from receipt of any Services provided hereunder. If the Injury is caused by the negligence or fault of both Vendor (and/or any Vendor Personnel), on the one hand, and any of the Division Indemnitees, on the other hand, the apportionment of said Damages shall be shared between Vendor and such Division Indemnitees based upon the comparative degree of each other’s negligence or fault, and each shall be responsible for its own defense and costs, including but not limited to the costs of defense, attorneys’ fees, witnesses’ fees and expenses incident thereto.
Vendor Indemnification. Vendor agrees to and does defend, indemnify and hold harmless HealthTrust and each Purchaser, their respective Affiliates, successors, assigns, directors, officers, agents and employees (“HealthTrust Indemnitees”) from and against any and all liabilities, demands, losses, damages, costs, expenses, fines, amounts paid in settlements or judgments, and all other reasonable expenses and costs incident thereto, including reasonable attorneys’ fees (collectively referred to as “Damages”) arising out of or resulting from: (i) any claim, lawsuit, investigation, proceeding, regulatory action, or other cause of action, arising out of or in connection with Products and/or Services, or the possession and/or use of the Products or Services (“Injury”); (ii) the breach or alleged breach by Vendor of the representations, warranties or covenants contained in this Agreement or in materials furnished by Vendor or any Vendor Personnel; or (iii) any infringement, misappropriation or alleged infringement or misappropriation of any patent, trademark, copyright, trade secret or other intellectual property right resulting from the purchase of Products and/or Purchasers’ possession and use thereof, as well as from receipt of any Services provided under this Agreement.
Vendor Indemnification. Vendor shall indemnify, defend and hold the City, the Xxxxxx Valley Housing Authority, and the Xxxxxx Valley Community Services District (CSD), their officers, agents and employees harmless from any and all claims, damages, losses, causes of action and demands, including, without limitation, the payment of all consequential damages, expert witness fees, reasonable attorney’s fees and other related costs and expenses, incurred in connection with or in any manner arising out of Vendor’s performance of the work contemplated by this Agreement and this Agreement. Acceptance of this Agreement signifies that the Vendor is not covered under the City’s general liability insurance, employee benefits, or worker’s compensation. It further establishes that the Vendor shall be fully responsible for such coverage. Vendor’s obligation to indemnify shall survive expiration or termination of this Agreement, and shall not be restricted to insurance proceeds, if any, received by the City, the Xxxxxx Valley Housing Authority, and the CSD, and their officers, agents and employees.
Vendor Indemnification. Vendor shall indemnify and hold harmless FOP Lodge #1, its related entities, partners, agents, officers, directors, employees, attorneys, heirs, successors, and assigns (collectively “FOP Parties”) from and against any and all claims, losses, damages, judgments, settlements, costs and expenses (including reasonable attorneys' fees and expenses, expert witness fees and expenses and court costs), and liabilities of every kind incurred as a result of:
Vendor Indemnification. From and after the Closing Date and whether or not disclosed in the Data Room: (a) Vendor shall indemnify and save harmless Purchaser and shall pay to Purchaser on demand, the amount of any and all Losses attributable to any inaccuracy in, or breach of, a representation and warranty made in Sections 6.1(11), 6.2(22) and 6.2(27) (insofar as Section 6.2(27) relates to Tax matters) and the corresponding representation and warranty made in the Closing Certificate; and (b) Vendor shall indemnify and save harmless Purchaser for all Taxes payable by the Target Entities (or that would be payable but for any deduction, credit or application of any non-capital loss or other Tax attribute in relation to such Target Entity otherwise available) and for all Losses in connection therewith for all Pre-Closing Periods except to the extent those Taxes have been accounted for in the Closing Financial Statements and taken into account in determining the Purchase Price as adjusted hereunder, or would not otherwise be payable but for a Pre-Acquisition Reorganization or a Bump Transaction. For the purposes of this Section, “Losses” include Losses suffered or incurred by the Target Entities.
Vendor Indemnification. The Vendor hereby agrees to indemnify and save harmless the Purchaser for and from any Losses suffered by the Purchaser as a result of (i) any breach of representation or warranty on the part of the Vendor contained in this Agreement or in any agreement, certificate or document delivered pursuant to this Agreement, and (ii) any breach or non-performance by the Vendor of any covenant to be performed by it that is contained in this Agreement or in any agreement, certificate or document delivered pursuant to this Agreement. Notwithstanding the foregoing, the total liability of the Vendor pursuant to this section shall not exceed the Purchase Price.
Vendor Indemnification. Vendor shall indemnify, defend and hold HCSD harmless from and against all claims, actions, suits and proceedings resulting from Vendor's breach of any of its obligations under this Agreement including, but not limited to (i) (a) the cost of notification of affected persons, (b) third party credit monitoring services, (c) establishing and maintaining a call center in the event of a Data Security Breach; and (d) costs of an investigation (including computer forensic work) to assess and/or mitigate the effects of a Data Security Breach, and (ii) HCSD’s costs and reasonable attorneys’ fees which arise as a result of Vendor’s breach of any of its obligations under this Agreement, or other failure to safeguard HCSD Protected Information as provided in this Agreement. Vendor shall indemnify HCSD for all losses, damages, liabilities, judgments, penalties, fines and expenses incurred by HCSD in any such claim, action, suit or proceeding. Any limitations of liability contained in any Other Agreements shall not be applicable to Vendor's obligations pursuant to this Section 5 (Vendor Indemnification).
Vendor Indemnification. Vendor shall indemnify, defend, and hold harmless Facility from and against any and all losses incurred by Facility resulting from any Third-Party Claim that the Software Services infringe or misappropriate such third party’s US patents, copyrights, or trade secrets, provided that Facility promptly notifies Vendor in writing of the claim, cooperates with Vendor, and allows Vendor sole authority to control the defense and settlement of such claim. If such a claim is made or appears possible, Facility agrees to permit Vendor, at Vendor’s sole discretion, to (i) modify or replace the Software Services to make them non-infringing, or (ii) obtain the right for Facility to continue use of the Software Services. If Vendor determines that neither alternative is reasonably available, Vendor may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to Provider. Section 7.2 will not apply to the extent that the alleged infringement arises from: (i) use of the Software Services in combination with data, software, hardware, equipment, or technology not provided by Vendor or authorized by Vendor in writing; or (ii) modifications to the Software Services not made by Vendor. THIS SECTION 7 SETS FORTH PROVIDER’S SOLE REMEDIES AND VENDOR’S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SOFTWARE SERVICES INFRINGE, MISAPPROPRIATE, OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.
Vendor Indemnification a) Licensee acknowledges that: (i) portions of the Data, information and other components of the Services are provided to Vendor by the Third Party Suppliers; and (ii) all Intellectual Property Rights in the Services are the property of Vendor, its Affiliates, the Third Party Suppliers or other third party licensors, and nothing contained herein shall be construed so as to transfer any such rights to Licensee.
b) If any action is instituted against Licensee alleging that the Services or a portion thereof (other than any portion of the Services covered in Section 7(d)) infringe upon the copyright or trademark of a third party, or upon a third party patent valid in the United States, Canada, or in a member state of the European Patent Organization, Vendor will pay damages attributed to such claim; provided that:
(i) Vendor, at its option, shall have sole authority to defend or settle such claim;
(ii) Licensee promptly notifies Vendor of such action and gives Vendor all information and assistance (at Vendor's expense) necessary to defend or settle such claim;
(iii) such claim does not arise out of the unauthorized use or modification of the Services, the combination of all or part of the Service with data, products or technology not supplied by Vendor or use of a version of the Services other than the most recent version; and
(iv) any costs for which Licensee seeks indemnification were incurred with Vendor’s prior written authorization except for de minimus costs incurred by Licensee with outside counsel in determining whether to bring the claim to Vendor for Vendor’s defense under this Section 7.
c) If such claim has occurred, or in Vendor's opinion is likely to occur, Vendor may, at its election and expense, either obtain for Licensee the right to continue using the Service(s) at issue, or replace or modify the Service(s) so that it/they become(s) non-infringing; provided, that, if none of the foregoing alternatives are reasonably practicable, as determined by Vendor in its sole discretion, Licensee shall discontinue use of the affected Services (which may be removed by Vendor at its option) and receive a prorated refund of any prepaid fees for such Services.
d) Notwithstanding anything set forth in Section 7(b), to the extent any portion of the allegedly infringing Services is obtained from a Third Party Supplier, Vendor’s indemnification obligations under this Section 7 shall be: (i) contingent upon Vendor receiving indemnity from the relevant Third Party...
Vendor Indemnification. Subject to the limitations set forth in this Article 10, including in Section 10.5, from and after the Closing, the Vendors agree, jointly and severally, to indemnify, defend and hold the Purchaser and its directors, officers, employees, shareholders, agents and Affiliates (the “Purchaser Indemnitees”) harmless against Losses suffered or incurred directly or indirectly by the Purchaser Indemnitees, which arise out of or are in respect of any: (i) breach or inaccuracy of any of the Vendors’ Fundamental Representations and Warranties; (ii) breach of or failure by any Vendor to carry out, perform, satisfy and discharge any covenants or agreements made by such Vendor in this Agreement; (iii) the Tax matters described in Section 5.1(a); and (iv) Fraud (with respect to the making of the representations and warranties in Articles 6).
