YAHOO INDEMNITY Clause Samples
The Yahoo Indemnity clause requires one party, typically Yahoo, to compensate the other party for certain losses, damages, or liabilities that may arise from specific actions or breaches related to the agreement. In practice, this clause may obligate Yahoo to cover legal costs or damages if their actions, such as infringement of intellectual property or violation of laws, result in claims against the other party. The core function of this clause is to allocate risk and protect the non-indemnifying party from financial harm caused by Yahoo's conduct or responsibilities under the contract.
YAHOO INDEMNITY. Subject to the limitations set forth below, Yahoo, at its own expense, shall indemnify, defend (or at Yahoo's option and expense, settle, provided that Yahoo provides YJC with prior notice of any settlement that will significantly impact YJC's rights hereunder) and hold YJC and any YJC Affiliates and their officers, directors, employees, agents, distributors and licensees (the "YJC INDEMNIFIED PARTY(IES)") harmless from and against any judgment, losses, deficiencies, damages, liabilities, costs and expenses (including, without limitation, reasonable attorneys' fees and expenses), whether required to be paid to a third party or otherwise incurred in connection with or arising from any claim, suit, action or proceeding (collectively, a "CLAIM"), against a YJC Indemnified Party to the extent the basis of such Claim is that: (i) the Yahoo Properties infringe any Intellectual Property Rights of a third party; (ii) Yahoo does not have the right to license the Yahoo Properties as set forth herein; (iii) Yahoo has materially breached any of its duties, representations or warranties under this Agreement; or (iv) a third party has been or may be injured or damaged in any way by any defamation, libel, slander or similar wrongful action arising from the Yahoo Properties; PROVIDED, HOWEVER, that Yahoo shall have no obligation to the YJC Indemnified Parties pursuant to this Section unless: (x) YJC gives Yahoo prompt written notice of the Claim; (y) Yahoo is given the right to control and direct the investigation, preparation, defense and settlement of the Claim; and (z) YJC provides Yahoo with reasonable assistance in the defense or settlement thereof; and provided further that if any settlement results in any ongoing liability to, or prejudices or detrimentally impacts YJC or any YJC Affiliate, and such obligation, liability, prejudice or impact can reasonably be expected to be material, then such settlement shall require YJC's written consent, which consent shall not be unreasonably withheld or delayed. In connection with the defense of any such Claim, each YJC Indemnified Party may have its own counsel in attendance at all public interactions and substantive negotiations at its own cost and expense.
YAHOO INDEMNITY. Yahoo will indemnify, defend and hold harmless HortonWorks, its Affiliates and their officers, directors, consultants, contractors, agents, attorneys, and employees from all third party claims that arise out of or in connection with (i) breach or alleged breach of the warranties made by Yahoo in Subsection 12.2(iii) (Yahoo Warranties), or (ii) any claim that any Software developed and contributed during the Term by Yahoo to the Hadoop Base Code and delivered to HortonWorks hereunder misappropriates or infringes any trade secret or copyright of a third party (“Yahoo Claim(s)”).
YAHOO INDEMNITY. Subject to the limitations set forth below, Yahoo, at its own expense, shall indemnify, defend (or at Yahoo's option and expense, settle,) and hold the Company and any Company Affiliates and their officers, directors, employees, agents, distributors and licensees (the "Company Indemnified Party(ies)") harmless from and against any damages and costs (including, without limitation, reasonable attorneys' fees and expenses) awarded in a final adjudication or settlement, whether required to be paid to a third party or otherwise incurred in connection with or arising from any claim, suit, action or proceeding (collectively, a "Claim"), against a Company Indemnified Party to the extent the basis of such Claim is that: (a) the Yahoo Properties infringe any Intellectual Property Rights of a third party; or (b) Yahoo does not have the right to license the Yahoo Properties as set forth herein.
YAHOO INDEMNITY. Yahoo! agrees to indemnify, hold harmless and, at Alibaba’s request, defend Alibaba and the Alibaba Indemnified Parties from and against any and all claims, demands, liabilities, costs, damages, expenses (including reasonable attorneys’ fees and expenses and reasonable costs of investigation), settlements, awards, judgments and causes of action of any nature, arising from or related to (i) any claim that, if true, would constitute a breach of any representation or warranty made by Yahoo! in Section 7.1 or Section 7.2; or (ii) any claim in the Territory that Alibaba’s permitted use of the Yahoo! Trademarks in the Territory infringes, violates or misappropriates any third party Trademark rights.
YAHOO INDEMNITY. Subject to the limitations set forth below, Yahoo!, at its own expense, shall indemnify, defend and hold Alibaba and any Alibaba Affiliates and their officers, directors, employees, agents and representatives (the “Alibaba Indemnified Party(ies)”) harmless from and against any Claim in the Territory that Alibaba’s permitted use of Yahoo! Technology Products (exclusive of the Alibaba Enhancements) in the Territory infringes, violates or misappropriates any third party Intellectual Property Rights; provided, however, that Yahoo! shall have no indemnification obligation (or any liability whatsoever) for any Claim of patent infringement. Yahoo!’s indemnification obligation is contingent upon: (i) Alibaba providing Yahoo! with prompt written notice of the Claim; (ii) Yahoo! controlling and directing the investigation, preparation, defense and settlement of the Claim; and (iii) Alibaba providing Yahoo! with reasonable assistance in the defense or settlement thereof. In connection with the defense of any such Claim, each Alibaba Indemnified Party may have its own counsel at its own cost and expense.
YAHOO INDEMNITY. Yahoo! will defend, or at its option settle, any third-party claim, suit, action, administrative or regulatory or other proceeding brought against Google, any entity to which this Agreement is assigned (as permitted under Section 18.4) (Assignment; Delegation) and each of their respective employees, officers, directors, representatives and agents based upon a claim: (a) [*]; (b) arising from a breach of any representation or warranty made by Yahoo! to Google in Section 7 (General Representations and Warranties) of this Agreement or otherwise alleging facts, which if true, would constitute a breach of any such representation or warranty; (c) arising from or relating to any claim alleging that Yahoo! is in breach or otherwise in violation of any third-party agreement by entering into and/or performing under this Agreement; [*].
YAHOO INDEMNITY. Subject to the provisions of Section 6.6, Yahoo will at its sole expense indemnify, defend and hold harmless ZixIt, ZixIt Affiliates and their respective directors, trustees, officers, employees, representatives and agents, and the successors and assigns of any of the foregoing from all claims, demands, liabilities, damages and expenses (including attorneys' fees and costs) arising out of any claim or allegation that any of the Yahoo Brand Features infringes any patent, copyright, trademark, trade secret or other proprietary or contractual rights, whether foreign or domestic, of any third party; provided, however, that in any such case: (x) ZixIt provides Yahoo with prompt notice of any such claim, and (y) ZixIt permits Yahoo to assume and control the defense of such claim at Yahoo's sole expense, with counsel chosen by Yahoo (which will be reasonably acceptable to ZixIt). In the event Yahoo elects to assume and control the defense of any such claim, ZixIt will have the right in its sole discretion, to be represented by independent counsel of ZixIt's own selection at its sole expense; provided, however, that the expenses of such independent counsel will be paid by Yahoo if representation of ZixIt by counsel retained by Yahoo would be inappropriate due to actual or reasonably expected potential differing interests between ZixIt and any other party represented by counsel in such claim. Yahoo will not enter into any settlement or compromise of any such claim without ZixIt's prior written consent, which consent will not be unreasonably withheld.
YAHOO INDEMNITY. Yahoo, at its own expense, will indemnify, defend and hold harmless Licensor, its Affiliates, and their respective employees, representatives, officers, directors, and agents (collectively, the "Licensor Parties") from and against any judgment, loss, damages, liability, cost or expense (including reasonable attorneys' fees) arising from any third party claim brought against any Licensor Party to the extent such claim alleges that any modification made by Yahoo to any Licensor Content or any Licensor Brand Feature or any use of the Licensor Content or Licensor Brand Feature by Yahoo in a manner not permitted by this Agreement infringes in any manner any Intellectual Property Right of any third party or contains any material or information that is obscene, defamatory, libelous, slanderous, that violates any person's right of publicity, privacy; PROVIDED, HOWEVER, that Yahoo shall have no obligation to indemnify any Licensor Party under this section unless: (x) Licensor provides Yahoo with prompt written notice of any such claim; (y) Licensor permits Yahoo to assume and control the defense to such action, with counsel chosen by Yahoo (who shall be reasonably acceptable to Licensor); and (z) Yahoo does not enter into any settlement or compromise of such claim without Licensor's prior written consent, which consent shall not be unreasonably withheld.