Your Indemnification of Us. Subject to the conditions described below and section 4.6, and to the extent not prohibited by applicable law, you will defend, indemnify and hold us harmless against any loss, damage or costs (including reasonable attorneys' fees) incurred in connection with Claims made or brought against us by (i) a third party alleging that the Customer Data, your use of the Software in violation of this Agreement, or any Material provided by you either: (a) infringes the intellectual property rights of a third party, or (b) has otherwise harmed a third party, or (ii) anyone who has suffered personal injury or property damage based upon you or your employees, agents or students negligence or intentional misconduct.
Your Indemnification of Us. YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD US AND OUR SERVICE PROVIDER HARMLESS FROM AND AGAINST ANY AND ALL LOSSES, COSTS, EXPENSES, FEES, CLAIMS, DAMAGES, LIABILITIES AND CAUSES OF ACTIONS (INCLUDING, BUT NOT LIMITED TO, REASONABLE ATTORNEY FEES AND DISBURSEMENTS) INCURRED AS A RESULT OF THE USE OF THE SERVICE WHATSOEVER. THIS INCLUDES, WITHOUT LIMITATION, CLAIMS OF THIRD PARTIES RESULTING OR ARISING FROM: (I) YOUR ACTIONS OR OMISSIONS, OR THOSE OF THIRD PARTIES THAT ARE NOT WITHIN OUR IMMEDIATE AND REASONABLE CONTROL; INCLUDING BUT NOT LIMITED TO WILLFUL MISCONDUCT, FRAUD, CRIMINAL ACTIVITY, INTENTIONAL TORT, NEGLIGENCE, FAILURE TO ABIDE BY OR PERFORM ANY OBLIGATION; (II) THE ACTIONS OR OMISSIONS OF YOU, YOUR AGENTS OR EMPLOYEES OR ANYONE PROVIDING A SECURITY CODE FOR THE ACCOUNT OR TRANSACTION.; (iii) ANY TRANSMISSION OR INSTRUCTION, WHETHER OR NOT AUTHORIZED, ACTED UPON BY US IN GOOD FAITH; (IV) YOUR FAILURE TO PROMPTLY NOTIFY US OF AN ERROR OR DISCREPANCY; (V) ANY AMBIGUITY, INACCURACY OR OMISSION IN ANY INSTRUCTION OR INFORMATION PROVIDED TO US; (VI) ANY ERROR, FAILURE OR DELAY IN THE TRANSMISSION OR DELIVERY OF DATA, RECORDS OR ITEMS DUE TO A BREAKDOWN IN ANY COMPUTER OR COMMUNICATIONS FACILITY; (VII) ACCIDENTS, STRIKES, LABOR DISPUTES, CIVIL UNREST, FIRE, FLOOD, WATER DAMAGE (E.G., FROM FIRE SUPPRESSION SYSTEMS), OR ACTS OF GOD; (VIII) CAUSES BEYOND OUR REASONABLE CONTROL;
Your Indemnification of Us. You will defend us against any claim, demand, suit or proceeding made or brought against us by a third party alleging that your use of our API Service or Software Product in breach of this Agreement, infringes or misappropriates such third party's intellectual property rights or violates applicable law, and will indemnify us from any damages, attorney fees and costs finally awarded against us as a result of such a claim, or for any amounts paid by us under a settlement approved by You in writing, of such a claim against us, provided we (a) promptly give you written notice of such a claim against us, (b) give you sole control of the defense and settlement of such a claim against us, except that you may not settle any such claim against us unless it unconditionally releases us of all liability, and (c) give you all reasonable assistance in the defense of such a claim against us, at your expense.
Your Indemnification of Us. You wil indemnify, defend and hold harmless PNC, its officers, directors, employees, and agents (“PNC Indemnified Parties”) from and against all claims, damages, losses, liabilities and expenses (including all fees of counsel with whom any PNC Indemnified Party may consult and all expenses of litigation or preparation therefor) which any PNC Indemnified Party may incur, or which may be asserted against any PNC Indemnified Party by any person, entity or governmental authority (“PNC Losses”) arising out of this Agreement:
Your Indemnification of Us. In addition to your obligation under this Agreement to procure and maintain insurance, you agree to indemnify, defend, and hold harmless us, our affiliates, and our and their respective owners, officers, directors, agents, employees, representatives, successors, and assigns (the “Indemnified Parties”) against, and to reimburse any one or more of the Indemnified Parties for, any and all claims, obligations, and damages directly or indirectly arising out of, resulting from, or in connection with (a) the application you submitted to us for the rights granted under this Agreement, (b) the construction, development, use, occupancy, or operation of the Hotel, including any claim or allegation relating to the Americans with Disabilities Act or any similar law concerning public accommodations for persons with disabilities (except to the extent the claim, obligation or damage relates to the Copyrighted Materials or a prescribed System Standard),(c) any bodily injury, personal injury, death, or property damage suffered by any Hotel guest, customer, visitor, or employee, (d) claims alleging either intentional or negligent conduct, acts, or omissions by you relating to the operation of the Hotel or the Hotel System, and (e) your breach of the terms and conditions of this Agreement.”
b. The following language is hereby deleted from the third (3rd) paragraph of Section 7.B.: “An Indemnified Party need not seek recovery from any insurer or other third party, or otherwise mitigate its losses and expenses, in order to maintain and recover fully a claim against you under this subparagraph.”
c. The fifth (5th) paragraph of Section 7.B. is hereby amended to replace “five (5)” with “ten (10).”
Your Indemnification of Us. You hereby agree to indemnify, defend and hold us, our affiliates and assigns, and our officers, directors, agents and corporate employees harmless from and against any and all losses, liabilities, damages, claims or other expenses (including court costs and reasonable attorneys’ fees) of any nature whatsoever, whether known or unknown, as though expressly set forth and described herein, which we may incur, suffer, become liable for, or which may be asserted or claimed against us, to the extent arising out of any of the following: (i) your acts, errors or omissions, including without limitation (1) any breaches of this Agreement by you, and (2) any matters for which you are responsible hereunder; and (ii) the following matters: (1) vicarious liability assigned to us in connection with the relationship between us and the Worksite Employees pursuant to this Agreement (except to the extent of our wrongful conduct), (2) any claims of wrongful failure to hire or promote, discrimination or wrongful termination by Worksite Employees in connection with your acts, errors or omissions in relation to such persons, (3) any matter regarding any Worksite Employee that existed or accrued prior to the Effective Date, and (4) any matter regarding any person providing services in employment or otherwise to you to the extent that such person is not a Worksite Employee.
Your Indemnification of Us. In addition to your obligation under this Agreement to procure and maintain insurance, you agree to indemnify, defend, and hold harmless us, our affiliates, and our and their respective owners, officers, directors, agents, employees, representatives, successors, and assigns (the “Indemnified Parties”) against, and to reimburse anyone or more of the Indemnified Parties for, any and all claims, obligations, and damages directly or indirectly arising out of, resulting from, or in connection with
(1) the application you submitted to us for the rights granted under this Agreement,
(2) the construction, development, use, occupancy, or operation of the Hotel, including any claim or allegation relating to the Americans with Disabilities Act or any similar law concerning public accommodations for persons with disabilities,
(3) any bodily injury, personal injury, death, or property damage suffered by any Hotel guest, customer, visitor, or employee,
(4) claims alleging either intentional or negligent conduct, acts, or omissions by you or us relating to the operation of the Hotel or the Hotel System, and
(5) your breach of the terms and conditions of this Agreement. For purposes of this indemnification, “claims” include all obligations, damages (actual, consequential, or otherwise), and costs that any Indemnified Party reasonably incurs in defending any claim against it, including reasonable accountants’, arbitrators’, attorneys’, and expert witness fees, costs of investigation and proof of facts, court costs, travel and living expenses, and other expenses of litigation, arbitration, or alternative dispute resolution, regardless of whether litigation, arbitration, or alternative dispute resolution is commenced. Each Indemnified Party may defend any claim against it at your expense and agree to settlements or take any other remedial, corrective, or other actions, provided that the Indemnified Party will seek your advice and counsel, and keep you informed, with regard to any proposed or contemplated settlement. The obligations under this Subsection will continue in full force and effect subsequent to and notwithstanding this Agreement’s expiration or termination. An Indemnified Party need not seek recovery from any insurer or other third party, or otherwise mitigate its losses and expenses, in order to maintain and recover fully a claim against you under this subparagraph. You agree that a failure to pursue a recovery or mitigate a loss will not reduce or alter the amou...
Your Indemnification of Us. You agree and undertake to fully indemnify and keep us indemnified from and against all losses, actions, costs, claims, demands and proceedings and all expenses including reasonable legal expenses incurred by us arising directly or indirectly from or relating to (i) any transaction between you and your Customer (and any legal action arising in connection with such transaction) (ii) your breach and/or non-observance of this Agreement, and/or (iii) your breach of any procedures and instructions resulting in additional work for us.
Your Indemnification of Us. You hereby indemnify and hold harmless us and our affiliates for any losses, damages, costs (including reasonable legal costs) and expenses (including taxation), in each case of any nature whatsoever, that are suffered or incurred by us or our affiliates as a result (in whole or in part) of your breach of any provision(s) of the Terms.
Your Indemnification of Us. You will indemnify and defend us against any claims made or brought against us by a third party
(a) alleging that Your Data, or your use of the Hosted Solution (i) is in violation of this Agreement or applicable law, or (ii) infringes or otherwise violates such third party’s property, privacy or other rights; or (b) arising from or related to your use of Personal Information with the Hosted Solution. You will pay all damages, costs, and expenses finally awarded against us by a court of competent jurisdiction or an arbitrator, or in a written settlement agreement you agree to and sign.
