Indemnity by Xxxxxxxxx. Subject to this Section 20 and the exclusions and limitations of liability elsewhere in this Agreement, including Section 17.7 and 17.8, the Custodian will indemnify the Client against any direct Losses incurred by the Client, in each case, to the extent such Losses result from the negligence, wilful default or fraud of the Custodian (or that of its Subcustodians or Delegates) in the discharge of the Custodian’s duties under this Agreement.
Indemnity by Xxxxxxxxx. Xxxxxxxxx shall indemnify, defend and hold ---------------------- harmless AACA and each affiliate of AACA from and against the following, any one of which shall be deemed to be an "AACA indemnifiable loss" under this Agreement:
Indemnity by Xxxxxxxxx. In addition to Purchaser's obligations and Xxxxxx's remedies provided elsewhere in this REPA, Purchaser indemnifies Seller for Damages suffered by Seller, where Seller suffered Damages:
Indemnity by Xxxxxxxxx. To the fullest extent permitted by law, Sungevity will indemnify you against, and hold you harmless from, any and all losses, claims, damages, liabilities and related expenses (including all reasonable fees, costs and expenses of counsel), incurred by you or asserted against you by any third party arising out of, in connection with, or as a result of our, or our subcontractors’, gross negligence or willful misconduct. We will not be required to indemnify you for your own gross negligence or willful misconduct. This indemnity obligation will survive termination or expiration of this Contract.
Indemnity by Xxxxxxxxx. The Locksmith must immediately advise the Association in writing of any action, proceeding, suit, claim or demand brought or made against it or in respect of which it or the Association may become liable arising out of the production and sale of Products by the Locksmith. The Locksmith hereby indemnifies and agrees to keep the Association indemnified against any such action, proceeding , suit, claim or demand arising out of that part played by the Locksmith in the production and sale of Products by the Locksmith and against any damage, loss, cost or expense suffered or incurred by the Association as a direct or indirect consequence thereof.
Indemnity by Xxxxxxxxx. Xxxxxxxxx will defend and indemnify Client, to the extent a claim, demand, suit or proceeding is made or brought against Client by a third party alleging the Deliverables infringes or misappropriates such third party’s patent, copyright, trademark or trade secret. Notwithstanding the foregoing, in no event shall Blackswan have any obligations or liability under this Section arising from: (i) use of any of the Deliverables in a manner not anticipated by the Agreement or in combination with materials not furnished by Blackswan; or
Indemnity by Xxxxxxxxx. Except as provided in Section 7.03, Developer shall indemnify, defend (with counsel reasonably acceptable to City), and hold harmless City and City’s Representatives from and against any and all claims, liabilities, obligations, orders, damages, fines, penalties, and expenses (including, but not limited to, attorneys’ fees and costs) to the extent arising from the negligence or willful misconduct of Developer or Developer’s Representatives in connection with Developer’s activities contemplated by this Agreement, except to the extent such claims, liabilities, obligations, orders, damages, fines, penalties, or expenses arise from the negligence or willful misconduct of City or City’s Representatives.
Indemnity by Xxxxxxxxx. The Locksmith must immediately advise the Association in writing of any action, proceeding, suit, claim or demand brought or made against it or in respect of which it or the Association may become liable arising out of the development of DC-1 Restricted Key Systems, sale of Products by the Locksmith and use of those systems and products by the Locksmith's customers. The Locksmith hereby indemnifies and agrees to keep the Association indemnified against any such action, proceeding, suit, claim or demand arising out of that part played by the Locksmith in the development of DC-1 Restricted Key Systems, sale of Products by the Locksmith and use of those systems and products by the Locksmith's customers and against any damage, loss, cost or expense suffered or incurred by the Association as a direct or indirect consequence thereof.
