Indemnity. If an action is brought against Customer claiming that the Licensed Materials infringes a copyright or misappropriates a trade secret (“Infringement Claim”), Reseller will defend Customer at Reseller’s expense and, subject to this Section and Section 5, pay the damages and costs finally awarded against Customer in the infringement action, but only if (i) Customer notifies Reseller promptly upon learning that the claim might be asserted, (ii) Reseller or its designee has sole control over the defense of the claim and any negotiation for its settlement or compromise, and (iii) Customer provides Reseller and its designees with reasonable assistance, information and authority necessary to perform its defense and indemnification obligations.
Indemnity. Kupující se zavazuje uhradit Společnosti veškerou náhradu vzniklé škody, včetně nákladů a poplatků souvisejících, vyplývající z: - z neobvyklého nebo nevhodného užívání, zneužití nebo skladování Výrobků nebo z jakéhokoli porušení těchto Obchodních podmínek nebo prodlení na straně Kupujícího, vzniklou zejména ze skladování Výrobků jiným způsobem než podle skladovacích podmínek, porušením pravidel správné distribuční nebo lékárenské praxe a z užívání Výrobků u jiných indikací než těch, pro něž jsou Výrobky registrovány; - z jakéhokoli užívání nebo prodeje jakéhokoli zboží, vyrobeného Kupujícím, do něhož jsou Výrobky začleněny.
Indemnity. The parties hereto agree to indemnify and hold each other (and any officers, directors and employees) harmless against any and all actions liabilities, costs (including reasonable outside attorneys' fees), damages, demands or expenses (collectively, “Actions”) arising out of or in connection with any breach or non observance by the other of any of its warranties, covenants, undertakings or obligations contained in the Standard License Agreement. The party seeking indemnification must promptly notify the indemnifying party of any Actions and shall assist and collaborate with the indemnifying party to defend its rights and title to the Picture(s). The party seeking indemnification shall have the opportunity to participate in any Action at its own cost and expense. The indemnifying party may settle any Actions in its sole discretion.
Indemnity. Each party will indemnify and hold the other (and any assignees or licensees thereof permitted under this Agreement, their officers, directors and employees) harmless from and against any and all claims, damages, liabilities, costs and expenses, including reasonable counsel fees (herein collectively referred to as « claims ») arising out of the broadcasting hereunder of any material furnished by such party. Further, Licensee shall indemnify and hold Licensor harmless from and against any claims arising out of Licensee’s editing of or deletion of material from any Programme(s) broadcast hereunder and/or arising out of Licensee’s failure to broadcast credits and/or arising out of any breach by Licensee of this Agreement or any failure by Licensee to perform any acts required by it hereunder. Licensee or Licensor, as the case may be, shall promptly notify the other party of any claim or litigation to which such other party’s indemnity applies.
Indemnity. NV5GS shall defend or settle at its expense a claim or suit against Licensee arising out of or in con- nection with an assertion that the Software infringes any U.S. copyright or U.S. registered patent. NV5GS shall indem- nify and hold Licensee harmless from and against the damages, costs and expenses (including, without limitation, reasonable legal and expert witness fees), if any, finally awarded in such suit or the amount of the settlement thereof, provided that NV5GS is notified in writing of the existence of such claim by Licensee within five (5) business days of Licensee’s first learning of the same, and provided that NV5GS is given full authority to control the defense, cost and settlement of the claim. NV5GS will not be
Indemnity. 10.1 ForgeRock Intellectual Property Indemnification. ForgeRock agrees to indemnify Customer against any damages finally awarded against Customer including reasonable legal fees incurred in connection with a third party claim alleging that the Customer’s use of the unaltered Software infringes or misappropriates any third party UK, U.S. or European Union member states’ patent or copyright in the country designated for delivery of the Software in accordance with the terms of this Agreement, provided that Customer provides prompt written notice of such claim to ForgeRock, grants ForgeRock the sole right to control and defend such claim, and provides to ForgeRock all reasonable assistance. In the event of a claim or threatened claim under this Section by a third party, ForgeRock may, at its sole option: (a) revise the Software so that it is no longer infringing, (b) obtain the right for Customer to continue using the Software, or (c) terminate the Agreement upon thirty (30) days’ notice and refund any pro-rata unused, pre-paid license fees received by ForgeRock. Notwithstanding the foregoing, ForgeRock shall have no liability or indemnification obligations from claims arising out of or relating to: (i) a version of the Software other than the then current version; (ii) modification of the Software by anyone other than ForgeRock; (iii) combination, operation or use of the Software with any other products or software not supplied by ForgeRock; (iv) any unauthorized use of the Software including any use of the Software outside of a valid Subscription Term; or (v) any claim or damages arising after ForgeRock’s notice to Customer that Customer should cease use of the Software in accordance with this paragraph.
Indemnity. 1. The Medical Facility/Principal Investigator undertakes to hold harmless the Sponsor/CRO from any claims arising out of proven major negligence and/or wilful misconduct on the part of the Medical Facility/Principal Investigator. 2. The Sponsor undertakes to indemnify and hold harmless the Medical Facility/Principal Investigator and the personnel from any claims by reason of death, detriment of health or personal detriment of any subject participating in the Clinical Study and resulting from the administration of the Study Drug during the Clinical Study in strict accordance with the provisions under this Contract. This does not apply in case such claims arise from proven major negligence on the part of
Indemnity. The Buyer undertakes to indemnify the Company for any and all damages including costs and fees relating to and resulting from: - abnormal or improper use, misuse or storage of the Products or any breach of these Commercial Terms and Conditions or default on the part of the Buyer occurring in particular due to storage of the Products other than in accordance with the conditions of storage, breach of the rules of proper distribution or pharmacy practice, and use of the Products for indications other than those for which the Products have been registered; - any use or sale of any goods manufactured by the Buyer and incorporating the Products.
Indemnity. 11.1 The Supplier shall forthwith upon demand indemnify Xxxxxxx against loss damage or injury to Xxxxxxx and from and against any claim in respect of loss damage or injury made against Xxxxxxx by any third party or parties and any costs and expenses arising in connection therewith which result from the Supplier’s performance or purported performance of or failure to perform the Purchase Order and/or supply the Goods whether negligent or otherwise and in particular but without prejudice to the generality of the foregoing which results from any defect in the goods supplied, their materials, construction workmanship or design save to the extent that Ricardo is responsible for design.
Indemnity a. I ndemnity. If an action is brought against Customer claiming that the Licensed Materials infringes a copyright or misappropriates a trade secret (“Infringement Claim”), Reseller will defend Customer at Reseller’s expense and, subject to this Section and Section 5, pay the damages and costs finally awarded against Customer in the infringement action, but only if (i) Customer notifies Reseller promptly upon learning that the claim might be asserted, (ii) Reseller or its designee has sole control over the defense of the claim and any negotiation for its settlement or compromise, and (iii) Customer provides Reseller and its designees with reasonable assistance, information and authority necessary to perform its defense and indemnification obligations.