By CSI Clause Samples

By CSI. CSI shall indemnify the FDMS Group for any Loss that may result by reason of any infringement or claim of infringement of any copyright, patent, trademark, trade secret or other proprietary right of any third party related to the CSI Property, and all software, services and systems provided by CSI and its agents in connection with any Joint Program hereunder.
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By CSI. CSI shall indemnify FDMS, its Affiliates and Channels, and its and their directors, officers and employees (the "FDMS Group"), for any claim, loss, damage, expenses, penalty or liability the FDMS Group member sustains or incurs, including reasonable attorneys fees and litigation costs (together, "Loss") as a result of a claim by a third party (i) that CSI or its agent has breached the Program Privacy Policy; (ii) arising out of any products and services provided by CSI or its agents; (iii) related to the CSI Property; and (iv) arising out of a breach of this Agreement by CSI or its agents. CSI's obligation to indemnify the FDMS Group pursuant to the foregoing shall not apply to the extent such claim is due to the breach of this Agreement by any member of the FDMS Group or its agents, or the gross negligence or willful misconduct of any member of the FDMS Group, or its agents. In addition to the foregoing, CSI shall indemnify the FDMS Group for any Loss arising out of CSI's or its agents' use or disclosure of the Transaction Data in any manner not permitted under this Agreement, wherein the information in issue was obtained by the party who wrongfully used or disclosed it, pursuant to, or as a result of, this Agreement.
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By CSI. CSI hereby represents and warrants that: i. it has all requisite corporate power and authority to enter into this Agreement and carry out the transactions contemplated hereby; ii. the execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate action and does not violate any agreement which CSI is bound by or any law, rule or regulation to which CSI is subject;
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By CSI. Without the prior written consent of CSI, the Seller will at all times comply with the covenants contained in this Article V, from the date hereof and for so long as any part of the Obligations or the Commitment is outstanding.
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By CSI. Any non-public information that CSI may obtain from ------ GlobalTel in connection with this Agreement and the transactions contemplated hereby shall be deemed confidential and, unless and until Closing shall occur, CSI shall not disclose any such information to any third party (other than its directors, officers and employees, and representatives of its advisors and lenders whose knowledge thereof is necessary in order to facilitate the consummation of the transactions contemplated hereby) or use such information to the detriment of GlobalTel; provided that (i) CSI may use and disclose any such information once it has been publicly disclosed (other than by CSI in breach of its obligations under this Section) or which rightfully has come into the possession of CSI (other than from GlobalTel or any Subsidiary), and (ii) to the extent that CSI may become compelled by Legal Requirements to disclose any of such information, CSI may disclose such information if it shall have used all reasonable efforts, and shall have afforded GlobalTel the opportunity, to obtain an appropriate protective order, or other satisfactory assurance of confidential treatment, for the information compelled to be disclosed. In the event of termination of this Agreement, CSI shall, and CSI shall cause its advisors to, use all reasonable efforts to cause to be delivered to GlobalTel, and retain no copies of, any documents, work papers and other materials obtained by CSI or on its behalf from GlobalTel, whether so obtained before or after the date of this Agreement.
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Related to By CSI

  • By Microsoft Microsoft will defend Customer against any third-party claim to the extent it alleges that a Product made available by Microsoft for a fee and used within the scope of the license granted under this Agreement (unmodified from the form provided by Microsoft and not combined with anything else), misappropriates a trade secret or directly infringes a patent, copyright, trademark, or other proprietary right of a third party. If Microsoft is unable to resolve a claim of misappropriation or infringement, it may, at its option, either (1) modify or replace the Product with a functional equivalent or (2) terminate Customer’s license and refund any license fees (less depreciation for perpetual licenses), including amounts paid in advance for unused consumption for any usage period after the termination date. Microsoft will not be liable for any claims or damages due to Customer’s continued use of a Product after being notified to stop due to a third-party claim.

  • By Client Client agrees to indemnify, defend and hold Agency, its officers, directors, employees, agents, attorneys, subsidiaries, affiliated companies, parent companies, representatives, and successors and assigns, harmless from and against all Losses to the extent such Losses arise out of or are primarily related to (i) the negligent or wrongful acts, errors, or omissions of Client or its employees, agents affiliates, assigns or any creditor or prior account holder, or the employees or agents of any of them, in connection with this Agreement, including but not limited to errors or omissions in connection with information furnished by Client to Agency concerning a Referred Account, or (ii) any collection effort by Client or any other collection agency as to a Referred Account.

  • By You You may cancel this policy at any time by giving us written notice or returning the policy to us and stating when thereafter the cancellation is to be effective.

  • By Licensor Licensor will indemnify and hold harmless Licensee, and its respective members, managers, directors, officers, shareholders, employees, agents, representatives and Affiliates (collectively, the "Licensee Indemnified Parties"), on an After Tax Basis, from and against all claims, losses, damages (including loss of profits and consequential damages awarded to unrelated third parties, if any, but excluding loss of profits and consequential damages otherwise suffered by the Licensee Indemnified Parties), expenses, judgements, costs and liabilities (including reasonable attorneys' fees and costs) (collectively, "Losses") incurred by the Licensee Indemnified Parties arising from Licensor's breach of any obligation, representation or warranty contained in this Agreement, including any Losses resulting from any claim of infringement or misappropriation relating to Licensee's authorized use of the Trademarks, but excluding any Losses resulting from the use of any Trademark in a country where Licensor has not obtained a trademark registration relating to the Media, does not have a pending application for such registration or where a pending application is not sufficient, under the laws of such country, to permit the grant of licensed rights hereunder. Notwithstanding the foregoing, any claims for indemnification that Licensee Indemnified Parties may have pursuant to this Section 9.1 will exclude claims based on information known by BMI (or its Affiliates) as of the Funding Date, whether or not such information formed the basis of issues raised by BMI during Due Diligence (as defined in the Operating Agreement) and whether or not asserted prior to the Walk Away Notice (as defined in the Operating Agreement) or thereafter. In the event of a dispute regarding a claim for indemnification, the Licensee Indemnified Party will have the burden or proof in establishing the validity and amount of the claims and Licensor will have the burden or proof in establishing any defense to such claim, including but not limited to a defense asserted by Licensor that BMI (or its Affiliates) had knowledge of the requisite facts.

  • By Licensee Licensee shall defend, indemnify, and hold harmless Licensor, its Affiliates, sublicensees, the licensors under the Existing Licenses, and their respective shareholders, members, partners, officers, trustees, faculty, students, contractors, agents, and employees (individually, a “Licensor Indemnified Party” and, collectively, the “Licensor Indemnified Parties”) from and against any and all Third Party liability, loss, damage, action, claim, fee, cost, or expense (including attorneys’ fees) (individually, a “Third Party Liability” and, collectively, the “Third Party Liabilities”) suffered or incurred by the Licensor Indemnified Parties from claims of such Third Parties that result from or arise out of: […***…]; provided, however, that Licensee shall not be liable for claims based on any breach by Licensor of the representations, warranties, or obligations of this Agreement or the gross negligence or intentional misconduct of any of the Licensor Indemnified Parties. Without limiting the foregoing, Licensee must defend, indemnify, and hold harmless the Licensor Indemnified Parties from and against any Third Party Liabilities resulting from: (a) any […***…] or other claim of any kind related to the […***…] by a Third Party of a […***…] by Licensee, its Affiliates, any Sublicensees, their respective assignees, or vendors; (b) any claim by a Third Party that the […***…]; and (c) […***…] conducted by or on behalf of Licensee, its Affiliates, any Sublicensees, their respective assignees, or vendors relating to the Licensed Technology or Licensed Products, including any claim by or on behalf of a […***…].