By AMEX. AMEX represents and warrants that: (1) it is a corporation duly incorporated, validly existing and in good standing under the laws of New York, (2) it has all the requisite corporate power and authority under its organizational documents and the laws of New York to execute, deliver and perform its obligations under this Agreement, (3) the execution, delivery and performance of this Agreement has been duly authorized by AMEX, (4) no approval, authorization or consent of any governmental or regulatory authority is required to be obtained or made by it in order for it to enter into and perform its obligations under this Agreement, (5) it shall comply with all applicable Federal, state and local laws and regulations, and shall obtain all applicable permits and licenses, in connection with its obligations under this Agreement, and (6) it has not disclosed any Confidential Information of Vendor.
By AMEX. AMEX agrees to indemnify, defend and hold harmless Concur and its Affiliates and their respective directors, officers, employees and agents, from and against any and all claims, suits, losses, damages and liabilities (including reasonable attorney's fees and expenses) arising out of or resulting from
By AMEX. AmEx agrees to indemnify, defend and hold harmless Portable and its Affiliates, and their respective directors, officers, employees and agents, from any and all claims, suits and liabilities (including reasonable attorney's fees and expenses) (a) arising out or resulting from any actual or alleged act or omission on the part of AmEx, its directors, officers, employees or agents (including Affiliates and licensees) in the marketing or selling of (i) AXI, Expense Manager, or XMS to Expense Manager Customers, and (ii) any AmEx products or services to Customers and Prospects, whether or not such acts or omissions occurred prior to the Effective Date, including without limitation, providing representations, commitments, or warranties (or failing to effectively disclaim all warranties and liabilities on behalf of Portable) to Prospects and Expense Manager Customers; and (b) of third parties arising out of or resulting from any claim, suit, or proceeding, and any damages or liability therefrom or settlement thereof (including reasonable fees of attorneys and related costs) to the extent based on a claim that AXI or Expense Manager or AmEx infringes the patent, copyright, trademark, trade secret, or other proprietary right of a third party.
By AMEX. Subject to the terms and conditions of this Content ------- Agreement, AMEX hereby grants AvantGo a nonexclusive, non-transferable, revocable, worldwide license to use AMEX's trademarks, trade names and logos set forth on Exhibit A (the "AMEX Trademarks") solely in connection with the display --------- of AMEX Channels through the Service and the marketing of the AMEX Content and AMEX Channels. Notwithstanding any other provision of this Content Agreement to the contrary, AvantGo shall not have the right to use AMEX Trademarks or to refer to AMEX directly or indirectly, in connection with any product, promotion or publication without the prior written approval of AMEX. Any prior consent of use or reference may be revoked by AMEX at any time with immediate effect. AvantGo shall comply with any usage guidelines which may be provided to AvantGo by AMEX from time to time. AvantGo shall not challenge AMEX's ownership of AMEX Trademarks or use or adopt any trademarks which might be confusingly similar to such AMEX Trademarks.
By AMEX. AMEX may, without liability to Developer, terminate this Agreement, suspend or terminate this Agreement or Developer’s access to the Developer Portal, the API Materials, and/or AMEX Platforms, in whole or in part in any of the following cases:
By AMEX. AmEx agrees to indemnify, defend and hold harmless Portable and its Affiliates, and their respective directors, officers, employees and agents, from any and all claims, suits and liabilities (including reasonable attorney's fees and expenses) (a) arising out or resulting from any actual or alleged act or omission on the part of AmEx, its directors, officers, employees or agents (including Affiliates and licensees) in the marketing or selling of (i) [*] and (ii) any AmEx products or services to Customers and Prospects, whether or not such acts or omissions occurred prior to the Effective Date, including without limitation, providing representations, commitments, or warranties (or failing to effectively disclaim all warranties and liabilities on behalf of Portable) to Prospects and [*] and (b) of third parties arising out of or resulting from any claim, suit, or proceeding, and any damages or liability therefrom or settlement thereof (including reasonable fees of attorneys and related costs) to the extent based on a claim that [*] or AmEx infringes the patent, copyright, trademark, trade secret, or other proprietary right of a third party. *Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.
By AMEX. AMEX represents and warrants (i) it has all necessary rights, licenses and approvals required to perform its obligations hereunder; (ii) AMEX’s obligations are not in conflict with any other AMEX obligations or agreement (in writing or otherwise) with any third-party; (iii) AMEX will comply with all applicable foreign, federal, state and local laws, rules and regulations in the performance of its obligations hereunder; and (iv) AMEX will not commit any act of willful or grossly negligent misconduct that results in a breach of a right of privacy.
By AMEX. AMEX agrees to defend, indemnify, and hold harmless TRX, TRX Affiliates performing Services, and each of their respective directors, officers, employees, and agents from and against any and all third-party claims, demands, liabilities, losses and expenses, including reasonable attorneys fees, resulting from or arising out of: (i) any breach of AMEX’s representations and warranties in this Agreement; or (ii) AMEX’s failure to comply with AMEX’s obligations under any and all laws, rules or regulations applicable to AMEX under this Agreement, except to the extent such violation arises out of TRX’s obligations hereunder.
