Examples of Indemnified Associates in a sentence
The indemnifying party will control the defense of any Claim, including appeals, negotiations, and any settlement or compromise thereof; provided that the indemnified party and Indemnified Associates will have the right to reject any settlement or compromise that requires that it or they admit wrongdoing or liability or that subjects it or them to any ongoing affirmative obligations.
The indemnified party or Indemnified Associate(s) must provide the indemnifying party prompt notice of the Claim and agree to reasonably to cooperate and provide assistance (at indemnifying party’s sole expense) in the defense; provided that failure by the indemnified party to provide prompt notice will relieve the indemnifying party of its obligations only to the extent that the indemnifying party was actually and materially prejudiced by such failure.
Entrust will pay any damages finally awarded by a court of competent jurisdiction against Customer and Xxxxxxxx’s Indemnified Associates or settled by agreement which are attributable to such Claim.
ONS shall defend and indemnify the Customer and its Indemnified Associates against Indemnified Liabilities under a Third-Party Claim to the extent arising from an allegation that the Service infringes or misappropriates the Intellectual Property Rights of a third party who is not an Affiliate.
The Customer shall defend and indemnify ONS and its Indemnified Associates against Indemnified Liabilities under a Third-Party Claim to the extent arising out of or relating to: (a) the Customer’s breach of any representation, warranty, or covenant in this Agreement; (b) the use, misuse, or failure to use the Service by the Customer or a User; and (c) an allegation that Customer Data infringes or misappropriates the Intellectual Property Rights of a third party who is not an Affiliate.
Notwithstanding the foregoing, MSP will have no obligation to indemnify, defend and hold harmless Entrust and its Indemnified Associates from any Claim covered by Section 10.3 (Indemnification by Entrust) below.
Entrust Datacard will pay any damages finally awarded by a court of competent jurisdiction against MSP and MSP’s Indemnified Associates or settled by agreement which are attributable to such Claim.
Entrust will defend MSP and MSP’s Indemnified Associates against any and all Claims (excluding any Claims brought by MSP Affiliates, Sub-MSPs, Sub-MSP Affiliates, Tenants, Tenant Affiliates, and/or any Users) brought against MSP or MSP’s Indemnified Associates alleging that the Service infringes any third party intellectual property rights.
Entrust, Customer, and/or their respective Indemnified Associates may participate in the defense of any Claim for which they are indemnified under this Article 11 (Indemnification) at their sole expense.
Entrust Datacard, MSP, Tenant, and/or their respective Indemnified Associates may participate in the defense of any Claim for which they are indemnified under this Article 10 (Indemnification) at their sole expense.