Indemnification by Customer. Customer shall indemnify, defend and hold harmless MSIL and its affiliates from and against any loss, liability, damage, cost or expense (including attorneys' and accountants' fees and expenses incurred in the defense of any demands, claims or lawsuits) actually and reasonably incurred arising from any act, omission, conduct, or activity undertaken by MSIL on behalf of Customer, including, without limitation, any demands, claims or lawsuits initiated by a limited partner (or assignee thereof); provided that (i) MSIL has determined, in good faith, that the act, omission, conduct, or activity giving rise to the claim for indemnification was in the best interests of the Customer, and (ii) the act, omission, conduct or activity that was the basis for such loss, liability, damage, cost or expense was not the result of misconduct or negligence. Notwithstanding the foregoing, no indemnification of MSIL or its affiliates by Customer shall be permitted for any losses, liabilities or expenses arising from or out of any alleged violation of federal or state securities laws unless (i) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the particular indemnitee, or (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular indemnitee, or (iii) a court of competent jurisdiction approves a settlement of the claims against the particular indemnitee and finds that indemnification of the settlement and related costs should be made, provided with regard to such court approval, the indemnitee must apprise the court of the position of the SEC and the positions of the respective securities administrators of Massachusetts, Missouri, Tennessee and/or those other states and jurisdictions in which the plaintiffs claim that they were offered or sold Units, with respect to indemnification for securities laws violations before seeking court approval for indemnification. Furthermore, in any action or proceeding brought by a limited partner in the right of Customer to which MSIL or any affiliate thereof is a party defendant, any such person shall be indemnified only to the extent and subject to the conditions specified in the Delaware Revised Uniform Limited Partnership Act, as amended, and this Section 2. The Customer shall make advances to MSIL or its affiliates hereunder only if: (i) the demand, claim lawsuit or legal action relates to the performance o...
Indemnification by Customer. Customer agrees to defend, indemnify and hold harmless, Flextronics and its affiliates, and all directors, officers, employees and agents (each, a “Flextronics Indemnitee”) from and against all Damages incurred by or assessed against any of the foregoing to the extent the same arise out of, are in connection with, are caused by or are related to third-party claims relating to:
(a) any failure of any Product (and Materials contained therein) sold by Flextronics hereunder to comply with any safety standards and/or Environmental Regulations to the extent that such failure has not been caused by Flextronics’s breach of its express limited warranties set forth in Section 6.2 hereof;
(b) any actual or threatened injury or damage to any person or property caused, or alleged to be caused, by a Product, but only to the extent such injury or damage has not been caused by Flextronics’s breach of its express limited warranties related to Flextronics’s workmanship and manufacture in accordance with the Specifications only as further set forth in Section 6.2 hereof; or
(c) any infringement of the intellectual property rights of any third party by any Product except to the extent such infringement is the responsibility of Flextronics pursuant to Section 9. l(b) above.
Indemnification by Customer. Customer shall indemnify, and hold harmless RingCentral and its Affiliates for Indemnifiable Amounts, and shall defend any Third Party Claims arising out of or in connection with: (i) material violation of applicable Law by the Customer, its Affiliates, or their respective End Users in connection with their use of the Services; (ii) use of the Services in breach of the Use Policies; (iii) failure to promptly install any updates of any software or firmware or accept or use modified or replacement items provided free of charge by or on behalf of RingCentral; or (iv) Customer Content.
Indemnification by Customer. Customer will defend Xxxxxx and its Affiliates against any claim, demand, suit, or proceeding made or brought against Xxxxxx by a third party (a) alleging that the combination of a third-party application or configuration provided by Customer and used with the Services, infringes or misappropriates such third party’s intellectual property rights, or (b) arising from Customer’s use of the Services in an unlawful manner or in violation of the Agreement (each a “Claim Against Xxxxxx”), and shall indemnify Xxxxxx for any damages, attorney fees and costs finally awarded against Xxxxxx as a result of, or for any amounts paid by Xxxxxx under a judgment, or court-approved settlement of, a Claim Against Xxxxxx; provided that Xxxxxx (a) promptly gives Customer written notice of the Claim Against Xxxxxx; (b) gives Customer sole control of the defense and settlement of the Claim Against Xxxxxx (provided that Customer may not settle any Claim Against Xxxxxx unless the settlement unconditionally releases Xxxxxx of all liability); and (c) provides to Customer all reasonable assistance at Customer’s expense.
Indemnification by Customer. Except to the extent prohibited by law, Customer shall indemnify, defend, and/or at its option, settle any third-party claims against CA that Customer Data or Customer’s use of the SaaS is in breach of this Agreement, infringes or misappropriates any third party Intellectual Property rights within the jurisdictions in which Customer is using the SaaS, or violates applicable law, rules, directives or regulation.
Indemnification by Customer. Subject to Section 8, Customer shall fully indemnify, save harmless and defend Provider or its assignees and successors from and against any and all costs, claims, and expenses incurred by Provider in connection with or arising from any claim by a third party for physical damage to or physical destruction of property, or death of or bodily injury to any Person, but only to the extent caused by the gross negligence or willful misconduct of Customer or its agents or employees at any Site.
Indemnification by Customer. Customer shall indemnify, defend and hold harmless AvePoint (including its Affiliates) from and against any and all third-party claims, costs, damages, losses, liabilities, judgments, settlements, and expenses (including reasonable attorneys’ fees and costs) arising out of or in connection with any Customer Materials, Customer Data, or breach or alleged breach by Customer of Section 2.3 (Rights in Customer Data). This indemnification obligation is subject to Customer receiving (i) prompt written notice of such claim; (ii) the exclusive right to control and direct the investigation, defence, or settlement of such claim; and (iii) all reasonably necessary cooperation of AvePoint (at Customer’s expense for reasonable out-of-pocket costs).
Indemnification by Customer. Customer shall indemnify, defend and hold harmless AlayaCare, its affiliates, the Third Parties referred to in Section 3 and the suppliers contracted by AlayaCare to deliver all or part of the Services against any Claims made or brought against AlayaCare by a third party alleging, without limitation, personal injury, tort, medical malpractice, or other acts, errors, or omissions in the delivery of medical care or medical information or which otherwise arise out of, or are in any way connected with, Client Data, Customer’s and Customer’s Users’ access to or use of the Services in breach of this MSA or in breach of the intellectual property rights of any third party, Customer’s or Customer’s Users’ negligent or wrongful act(s), and/or Customer’s or Customer’s Users’ violation of relevant and/or applicable law (a "Claim Against AlayaCare"), and Customer shall indemnify, defend, and hold harmless AlayaCare from and against any and all losses, damages, expenses (including reasonable attorneys’ and expert fees) resulting therefrom, whether or not such Claims Against AlayaCare are foreseeable as of the Effective Date unless such Claims result from AlayaCare’s grossly negligent acts or omissions; provided that AlayaCare must: (a) promptly give Customer written notice of the Claim Against AlayaCare; (b) give Customer sole control of the defense and settlement of the Claim Against AlayaCare (provided that Customer may not settle any Claim Against AlayaCare unless the settlement unconditionally releases AlayaCare of all liability); and (c) provide to Customer at Customer’s expense all reasonable assistance.
Indemnification by Customer. Customer shall defend Adverity against any claim, demand, suit or proceeding made or brought against Adverity by a third party alleging that Customer Data, or Customer’s use of the Application Services in breach of this MSA, infringes or misappropriates the intellectual property rights of a third party or violates applicable law (a “Claim Against Adverity”), and shall indemnify Adverity for any damages, attorneys’ fees and other costs finally awarded against Adverity as a result of, or for any amounts paid by Adverity under a court-approved settlement of, a Claim Against Adverity; provided that Adverity:
Indemnification by Customer. Customer shall indemnify Lonza, its Affiliates, and their respective officers, employees and agents (“Lonza Indemnitees”) from and against any loss, damage, costs and expenses (including reasonable attorney fees) that Lonza lndemnitees may suffer as a result of any Third Party claim arising directly out of [***]; except, in each case, to the extent that such claims resulted from the negligence, intentional misconduct or breach of this Agreement by any Lonza Indemnitees. Notwithstanding the foregoing, Customer shall have no obligations under this clause 12.2 for any liabilities, expenses, or costs to the extent arising out of or relating to claims covered under clause 12.1.
