AB Indemnity Sample Clauses
AB Indemnity. AB agrees to indemnify and hold harmless BT, its agents, employees, successors, and assigns from and against all liabilities, losses, damages, claims, and expenses, including legal expenses and fees (collectively, “Losses”) resulting from third party actions, suits or proceedings resulting from or arising out of (i) a material breach by AB of the terms and conditions of this Agreement; (ii) the possession, use, sale or manufacture of System Components by or for AB, to the extent not subject to BT’s indemnification obligations and not caused by BT or resulting from BT’s failure to comply with its obligations, warranties and covenants herein; (iii) the gross negligence or willful misfeasance of AB; or (iv) the failure of AB to comply with all applicable law, rules and regulations applicable to or in connection with the performance of its obligations hereunder.
AB Indemnity. AB shall indemnify JUPITER from, and defend JUPITER against, any and all loss, liability or expenses (including attorneys’ fees and expenses as reasonably incurred) arising out of or relating to any claim by a third party that the Product infringe upon the patent, copyright, trademark, trade secret or other intellectual property rights of any third party, except to the extent such infringement is a result of JUPITER’s “white label” branding of the Product.
AB Indemnity. AB will indemnify and hold harmless Hibbing, its successors and assigns (each an "Indemnified Person") from and against any and all actual or threatened manner of action and actions, cause and causes of action, suits, proceedings, liabilities, losses, damages, judgments, claims, demands, costs and expenses, including, without limitation, attorneys' fees and expenses and court costs, regardless of whether litigation has commenced (collectively, an "Indemnified Claim"), which any Indemnified Person may hereafter incur, suffer or be required to pay by reason of any actual or threatened action, claim, suit or proceeding brought by or on behalf of AB's customers or others against any Indemnified Person: (a) involving use of proprietary information, infringement of patents, trademarks, copyrights or other intellectual property rights (including, without limitation, the Trademark), use of trade secrets, or the breach of confidentiality agreements, to the extent that any of the foregoing is included in the AB Technology or the Standards and Specifications or relates to the design of the Products; (b) arising out of or in connection with any actions taken or not taken, as the case may be, at the direction of AB (including, for example, acts taken under subsection 2.3(b), subsections 14.3(b) and (c), and Section 15.13); (c) arising out of or in connection with the performance or nonperformance by AB of its obligations under this Agreement; or (d) arising out of or in connection with the conduct by AB of its business activities on or before the effective date of this Agreement including, without limitation, AB's performance or nonperformance of its obligations under the Leases (as defined in Section 15.14) or the Building Lease (as defined in Section 16.13). None of the terms in this paragraph will be deemed to reduce Hibbing's obligations to AB pursuant to Hibbing's limited warranty or Hibbing's performance or nonperformance of other provisions of this Agreement.