Indemnification. To the extent permitted by applicable law, You agree to indemnify, hold harmless, and upon Apple’s request, defend Apple, its directors, officers, employees, shareholders, contractors and agents (each an “Apple Indemnified Party”) from any and all claims, liabilities, actions, damages, demands, settlements, expenses, fees, costs, and losses of any type, including without limitation attorneys’ fees and court costs (collectively, “Losses”), incurred by an Apple Indemnified Party and arising from or related to: (a) any Content You and/or Your End Users submit, post, transmit, or otherwise make available through the Service; (b) Your and/or Your End Users’ actual or alleged breach of, or failure to adhere to, any certification, covenant, obligation, representation or warranty in this Agreement; or (c) Your and/or Your End Users’ violation of any rights of another, or any laws, rules and regulations. You acknowledge that the Service is not intended for use in situations in which errors or inaccuracies in the content, functionality, services, data or information provided by the Service or Apple Software, or the failure of the Service or Apple Software, could lead to death, personal injury, or severe physical or environmental damage, and to the extent permitted by law, You hereby agree to indemnify, defend and hold harmless each Apple Indemnified Party from any Losses incurred by such Apple Indemnified Party by reason of any such use by You or Your End Users. This obligation shall survive the termination or expiration of this Agreement and/or Your use of the Service.
Indemnification. To the extent permitted by applicable law, You agree to indemnify and hold harmless, and upon Apple’s request, defend, Apple, its directors, officers, employees, affiliates, independent contractors and authorized representatives (each an “Apple Indemnified Party”) from any and all claims, losses, liabilities, damages, expenses and costs, including without limitation attorneys’ fees and court costs, (collectively, “Losses”) incurred by an Apple Indemnified Party and arising from or related to any of the following: (a) Your breach of any certification, covenant, obligation, representation or warranty made in this Agreement; (b) Your use (including Your Service Provider’s, Administrator’s, Authorized User’s, and/or Permitted Entity’s use) of the Service; (c) any claims, including but not limited to any end user claims, about Your use, deployment or management of Authorized Xxxxxxx, Device Enrollment Settings, and/or MDM Servers; (d) any claims, including but not limited to any end user claims, about the provision, management, and/or use of Authorized Devices, Administrator accounts, Managed Apple IDs, or Content licensed or purchased through the Service, and/or any other use of the Service; and/or (e) any claims regarding Your use or management of Personal Data (including use by Your Permitted Entity or Authorized Users). In no event may You enter into any settlement or like agreement with a third- party that affects Apple’s rights or binds Apple or any Apple Indemnified Party in any way, without the prior written consent of Apple.
Indemnification. 12.1 As used in this Section 12, a “Claim” is any claim, demand, loss, damage, liability, cost or expense (including professional fees and costs as incurred) for which one party (the “Indemnifying Party”) may be obligated to defend, indemnify
Indemnification. Nextlane shall defend, indemnify and hold the Customer harmless from Claim of Infringement, and will pay all damages or reasonable costs related to the settlement of such action or finally awarded against the Customer as a result of such action, provided Nextlane (i) is timely notified in writing of any such action, (ii) obtains full authority, information and assistance from the Customer to defend such claim, and (iii) obtains sole control of the defense of such claim and of all negotiations for the settlement thereof if Nextlane requests so.
Indemnification. Qlik shall defend, indemnify and hold Customer harmless from any damages and costs awarded against Customer as a result of a third party claim that the Qlik Products, as delivered by Qlik and used as authorized under this Agreement, infringes upon any third party copyright, trademark or a patent (“IP Claim”). Customer shall defend, indemnify and hold Qlik harmless from any damages and costs awarded against Qlik as a result of a third party claim alleging Customer’s External Use of the Qlik Products or use of Customer Data with Qlik Products, infringes upon any third party copyright, trademark or patent to the extent any such infringement arose from Customer’s use or combination of the Qlik Products with any data, content, services or software or other materials not provided by Qlik. Each party’s indemnification obligation is subject to: (i) prompt notification of a claim in writing to the indemnifying party; (ii) consent to allow the indemnifying party to have sole control of the defense and any related settlement negotiations; and (iii) provision of information, authority and assistance as necessary for the defense and settlement of an indemnified claim. The indemnifying Party shall not consent to entry into judgment or enter into any settlement that admits liability of the indemnified Party, provides for injunctive or other non-monetary relief affecting the indemnified Party, without the prior consent of the indemnified Party, which consent shall not be unreasonably withheld.
Indemnification. The Company shall indemnify any director or officer and his/her heirs, executors and administrators for any damages, compensations and costs to be paid by him/her and any expenses reasonably incurred by him/her as a consequence of, or in connection with any action, suit or proceeding to which he/she may be a party by reason of him/her being or having been a director or officer of the Company, or, at the request of the Company, of any other company of which the Company is a shareholder or creditor, except in relation to matters as to which he/she shall be finally judged in such action, suit or proceeding to be liable for gross negligence or wilful misconduct; in the event of a settlement, indemnification shall be provided only in connection with such matters covered by the settlement as to which the Company is advised by its legal counsel that the person to be indemnified did not commit such breach of duty. The foregoing right of indemnification shall not exclude other rights to which he/she may be entitled. The indemnification by the Company shall include the right of the Company to pay or reimburse a defendant's reasonable legal costs before any proceeding or investigation against the defendant shall have resulted in a final judgment, settlement or conclusion, provided the Company's Directors shall have determined in good faith that the defendant's actions did not constitute wilful and deliberate violations of the Law and shall have obtained the relevant legal advice to that effect.
Indemnification. You agree to indemnify and hold us, our parents, subsidiaries and affiliates, and each of their respective members, officers, directors, employees, agents, co-branders and/or other partners, harmless from and against any and all claims, expenses (including reasonable attorneys’ fees), damages, suits, costs, demands and/or judgments whatsoever, made by any third party due to or arising out of: (a) your use of the Website, Services, or Content; (b) your breach of the Agreement; and/or (c) your violation of any rights of another individual and/or entity. The provisions of this paragraph are for our and the benefit of, each of our parents, subsidiaries and/or affiliates, and each of their respective officers, directors, members, employees, agents, shareholders, licensors, suppliers and/or attorneys. Each of these individuals and entities shall have the right to assert and enforce these provisions directly against you on its own behalf.
Indemnification. (A) Supplier agrees to indemnify and hold harmless Buyer from any property damage, personal injury, expense, liability, claim or loss, including claims arising in connection with product liability and civil liability, that are in any way based upon, or caused in part by or related to: (i) Buyer being ordered by an authorized government agency to recall, replace or repair the goods; (ii) any breach of warranty by Supplier; (iii) any breach by Supplier of the Purchase Order or (iv) the goods being defective, unsafe in design or manufacture, or otherwise responsible for any such loss, claim, or damages regardless of whether Supplier remedied the defective goods.
(B) To the maximum extent permitted by applicable law, Supplier’s obligation under this Section 13 will apply even as to losses caused in part by the negligence of Buyer or Buyer’s affiliates, successors and assigns and their respective directors, officers, equity holders, employees, and agents, and Buyer’s direct or indirect customers (each a Buyer Indemnitee and, collectively, the Buyer Indemnitees), but Supplier’s indemnification shall not apply to the extent that losses resulted solely and directly from the negligence or willful misconduct of such Buyer Indemnitee. Supplier’s obligation to defend and indemnify under this Section 13 will also apply regardless of the legal basis of the claim.
Indemnification. 10.1. Customer shall indemnify, defend (at Uber’s option) and hold harmless Uber and its Affiliates and their respective officers, directors, employees, agents, successors and assigns from and against any and all liabilities, expenses (including legal fees), damages, penalties, fines, social security contributions and taxes arising out of or related to: (a) Customer’s breach of its representations, warranties or obligations under this Agreement; or (b) a claim by a third party (including Users, regulators and governmental authorities) directly or indirectly related to Customer’s provision of Transportation Services or use of the Uber Services.
10.2. As between Customer and Uber, Customer is and shall be solely responsible for its Drivers’ provision of Transportation Services. As such, Customer shall indemnify, defend (at Uber’s option) and hold harmless Uber and its Affiliates and their respective officers, directors, employees, agents, successors and assigns from and against any and all liabilities, expenses (including legal fees), damages, penalties, fines, social security contributions and taxes directly or indirectly arising out of or related to its Drivers’ provision of Transportation Services or use of the Uber Services.
Indemnification. 19.2.1 Each Indemnified Party shall be entitled to be indemnified against all damages, losses and costs (including all related expenses and disbursements) borne by such Indemnified Party, in connection with or relating to the Indemnified Party being or having acted as a portfolio management company, general partner, Nominated Director or Advisory Committee member with respect to the Fund, or for the performance of any activity or for the provision of (or failure to provide) any services under the By-Laws, a management agreement or any other agreement relating to the Fund or the Investments, except with respect to any matter resulting from such Indemnified Party’s Fault as determined by a final instance (i.e. not subject to appeal) court decision of a competent jurisdiction in the context of a Fault removal as described under Article 9.4.2.
19.2.2 Each Indemnified Party seeking to be indemnified shall use its reasonable efforts to, as a first step, exercise any rights of recovery it may have for all damages, losses and costs (including all related expenses and disbursements) with any insurance company from which such indemnification may be sought.
19.2.3 Article 19.2.1 shall give no right of indemnity to an Indemnified Party to the extent that the relevant claims, fees, costs, expenses, liabilities or taxes are the result of a dispute (i) arising between an Indemnified Party and one or more Investors holding 50% or more of the Total Commitments, (ii) arising between an Indemnified Party and Investors holding together fifty percent (50%) or more of the Total Commitments, unless such dispute is resolved in favour of the relevant Indemnified Party, in the latter case such indemnification shall only be paid to the Indemnified Party once the relevant court decision is final and becomes non appealable or (iii) arising entirely or substantially between Indemnified Parties (excluding Nominated Directors and Advisory Committee members). For the purposes of this Article 19.2, a dispute arising entirely or substantially between Indemnified Parties and one or more other Indemnified Parties means any proceeding in which:
(a) one or more corporate officers, directors, executives, shareholders, members or employees of the Management Company bring proceedings against one or more corporate officers, directors, executives, shareholders, members or employees of the Management Company and no other party is involved in the court proceeding; and
(b) neither the Fund, nor any Inv...