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. 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 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. 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 Provider from and against any and all losses incurred by Provider 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 Provider 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, Provider 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 Provider 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. Vendor shall indemnify, defend and hold harmless the State of Montana, the Montana State University, and their respective officers, agents and employees from any and all claims and losses accruing or resulting to any other person, firm or corporation furnishing or supplying work, service, materials, or supplies in connection with the performance of this Agreement, and from any and all claims and losses accruing or resulting to any person, firm or corporation related to, arising out of or resulting from Vendor’s performance of this Agreement.
Vendor Indemnification. From and after the Closing Date, the Vendor shall indemnify and save harmless the Purchaser and Purchaser Indemnitees and shall pay to the Purchaser and Purchaser Indemnitees on demand, the amount of any and all Losses suffered or incurred by them, and all Taxes payable by the Corporation, as a direct result of the transfer of the AnaBios License and the assets licensed therein from the Corporation to the Vendor prior to the Closing Date, or any matter or event relating to or arising in connection with the AnaBios License and the assets licensed therein, including matters and events that occurred prior to the Closing Date. For greater certainty, the foregoing indemnity shall not be subject to the threshold and limitations set out in Section 8.3.
