Buyer Indemnity. Buyer will, at its expense, indemnify, defend and hold harmless Seller and its Affiliates and their respective officers, directors, employees, agents and representatives (collectively “Seller Indemnified Parties”) from and against any and all Claims to the extent arising out of or relating to an allegation of any violation of any Proprietary Rights by the Buyer Materials or Buyer Data or Seller’s use thereof as permitted under this Agreement.
Appears in 3 contracts
Samples: Enterprise Contract, Enterprise Contract, User License Agreement
Buyer Indemnity. The Buyer will, at its expense, agrees unconditionally to indemnify, defend and hold harmless Seller and its Affiliates and their respective officersthe Sellers, directors, employees, agents and representatives (collectively “Seller Indemnified Parties”) from and against any and all Claims to the extent arising losses, damages, claims, demands, deficiencies, costs, and expenses (including reasonable attorneys’ fees and expenses) of every kind, nature or description which arise out of or relating to an allegation result from or as a consequence of any violation breach of any Proprietary Rights representation, warranty or undertaking made by the Buyer Materials in this Agreement or Buyer Data in any other document, exhibit, certificate or Seller’s use thereof as permitted under this Agreementinstrument delivered in connection herewith.
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Buyer Indemnity. Buyer will, at its expense, BUYER hereby agrees to indemnify, defend and hold harmless Seller SELLER and its Affiliates and their respective officers, directors, employees, agents and representatives (collectively “Seller Indemnified Parties”) controlling persons harmless from and against any and all Claims to the extent arising out of or relating to an allegation losses, claims, damages and liabilities, including, without limitation, reasonable attorneys’ fees and expenses which result from BUYER’s breach of any violation of any Proprietary Rights by the Buyer Materials its representations, warranties, covenants or Buyer Data or Seller’s use thereof as permitted under agreements set forth in this Agreement.
Appears in 1 contract
Samples: Transfer of Claim Agreement (Grant Park Futures Fund Limited Partnership)
Buyer Indemnity. Buyer will, at its expense, indemnify, defend and hold harmless Seller Licensor and its Affiliates and their respective officers, directors, employees, agents and representatives (collectively “Seller Licensor Indemnified Parties”) from and against any and all Claims to the extent arising out of or relating to an allegation of any of the following: infringement, misappropriation or violation of any Proprietary Rights by the Buyer Materials or Buyer Data or SellerLicensor’s use thereof as permitted under this Agreement.
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Samples: d7umqicpi7263.cloudfront.net
Buyer Indemnity. Buyer will, at its expense, indemnify, defend and hold harmless agrees to indemnify Seller and its Affiliates and their respective officerssave Seller and its Affiliates harmless from all actions, directorsclaims, employeesdemands, agents losses, costs, damages, expenses and representatives (collectively “liabilities, including reasonable legal fees, on a solicitor and client basis, and costs of court, brought against Seller Indemnified Parties”) from and against its Affiliates or that any and all Claims to the extent of them may suffer sustain, pay or incur, arising out of directly or relating to an allegation of any violation of any Proprietary Rights by the Buyer Materials or Buyer Data or Seller’s use thereof as permitted under this Agreement.indirectly from, connected with or, pursuant to:
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Samples: Industrial Gas Sales Agreement
Buyer Indemnity. Buyer will, at its expense, indemnify, defend and hold harmless Seller and its Affiliates and their respective officers, directors, employees, agents and representatives (collectively “Seller Indemnified Parties”) from and against any and all Claims to the extent arising out of or relating to an Parties allegation of any violation of any Proprietary Rights by the Buyer Materials or Buyer Data or Seller’s use thereof as permitted under this Agreement.
Appears in 1 contract
Samples: Enterprise Contract
Buyer Indemnity. Buyer willagrees to defend, at its expense, indemnify, defend indemnify and hold harmless Seller for all claims, whether arising in tort, contract, or otherwise against Seller including Attorney’s fees, expenses and its Affiliates and their respective officerscosts, directors, employees, agents and representatives (collectively “Seller Indemnified Parties”) from and against any and all Claims to the extent arising out of the use or relating to an allegation application of any violation of any Proprietary Rights by the Buyer Materials or Buyer Data or Seller’s use thereof as permitted under this Agreementproducts to Buyer’s designs and/or products or arising out of Seller’s assistance in the application of Seller’s products.
Appears in 1 contract
Samples: Supplier Agreement
Buyer Indemnity. Buyer will, at its expense, shall indemnify, defend and hold harmless Seller and its Affiliates and their respective officers, directors, employeesagents, agents representatives, affiliates, partners and representatives (collectively “Seller Indemnified Parties”) parent companies from an against all third party claims, actions, demands, suits, losses, liabilities and against any and all Claims to the extent expenses, including attorneys fees, arising out of or relating to an allegation of any violation of any Proprietary Rights by the Buyer Materials or Buyer Data or Seller’s use thereof as permitted under this Agreement.resulting from:
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Buyer Indemnity. Buyer willagrees to defend, at its expense, indemnify, defend indemnify and hold Seller harmless Seller and its Affiliates and their respective officers, directors, employees, agents and representatives (collectively “Seller Indemnified Parties”) from and against any and all Claims liability, and to the extent arising out of pay all costs and attorneys’ fees, for injury or relating damage to an allegation of persons or property caused in any violation of any Proprietary Rights manner by the Products while in possession or under the control of Buyer Materials or Buyer Data or SellerBuyer’s use thereof customer except as permitted under this Agreementexpressly set forth elsewhere in these Conditions.
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Samples: www.altramotion.com
Buyer Indemnity. Buyer will, at its expenseshall defend, indemnify, defend and hold harmless Seller Seller, its Affiliates, and its Affiliates and their respective officersemployees, directors, employeesofficers, agents agents, and representatives contractors (collectively collectively, the “Seller Indemnified PartiesIndemnitees”) from and against any and all Claims Losses suffered, incurred, or sustained by any Seller Indemnitee or to which the extent Seller Indemnitees become subject, arising out of or relating to an allegation of any third party claim arising from the violation of any Proprietary Rights by the Buyer Materials Applicable Law, gross negligence, or Buyer Data or Seller’s use thereof as permitted under this Agreementintentional misconduct of Buyer.
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Samples: metroplexenergy.com
Buyer Indemnity. From and after Closing, Buyer will, at its expense, shall indemnify, defend defend, and hold harmless Seller and Seller, its Affiliates and each of their respective officers, members, managers, partners, directors, employees, agents and representatives (collectively the “Seller Indemnified Parties”) from and against any and all Claims Losses incurred or suffered by any of the Seller Indemnified Parties as a result of, relating to the extent or arising out of or relating to an allegation any of any violation of any Proprietary Rights by the Buyer Materials or Buyer Data or Seller’s use thereof as permitted under this Agreement.following:
Appears in 1 contract
Samples: Purchase and Sale Agreement (Triangle Petroleum Corp)