By Network. 1. Network-1 agrees to indemnify, hold harmless and defend TIS, its officers, directors, employees, contractors, licensors and agents, from any claims, liabilities, damages, costs and expenses (including reasonable attorneys' fees and costs of suit) to the extent they arise out of (i) a material breach of this Agreement by Network-1, (ii) a breach of any of the representations and warranties set forth in Section 10 hereof or any other representations set forth in this Agreement and (iii) any claims of infringement of any U.S. copyright, patent or trade secret or other proprietary rights, arising from the Licensed Product and any modification, enhancement or misuse of the Licensed Product by Network-1. If Network-1 receives notice of an alleged infringement, Network-1 shall use its best efforts, subject to commercial reasonableness, to either obtain the right to continue use of the Licensed Product, or to modify the Licensed Product so that it is no longer infringing.
By Network. 1. Network-1 agrees to indemnify, hold harmless and defend TIS, its officers, directors, employees, contractors, licensors and agents, from any claims, liabilities, damages, costs and expenses (including reasonable attorneys' fees and costs of suit) to the extent they arise out of (i) a material breach by Network-1 of the terms and provisions of this Agreement, and (ii) any claim of infringement of any U.S. copyright, patent or trade secret or other proprietary rights relating to the Network-1 FireWall/Plus Product excluding any such claim relating to the Licensed Product.
By Network. Without limiting Network's other indemnification obligations herein, Network shall indemnify, defend and hold harmless SONIFI and SONIFI's parents, subsidiaries and affiliates and each of their present and former officers, shareholders, directors, employees, partners and agents from and against any and all Losses, arising directly or indirectly out of: (i) the content of the Service (including but not limited to Ms, advertising spots and music performances), the use of the Service hereunder or of any promotional or other materials or content provided to SONIFI by Network including any Losses based upon any suit, lien, encumbrance, charge, lis pendens, administrative proceeding, governmental investigation, or litigation pending or threatened; (Li) the promotion, sale or marketing of any products or services by, through or on the Service by Network, including claims related to product liability, patent, trademark, copyright infringement, right of privacy or publicity, express or implied warranties, warranties relating to compliance with any applicable laws or regulations and personal injuries (physical, economic or otherwise), to any person who may use, consume or be affected by the products and services sold or marketed by, through or on the Service; (iii) Network's failure or alleged failure to fully comply with all applicable Network Regulatory Requirements to which it is subject, or any other failure by Network that causes SONIF1 to violate any SONIF1 Regulatory Requirements, and any lines, forfeitures, attorneys' lees and disbursements and court and/or administrative costs related to or arising out of Network's breach of this Section 14.2; and (iv) Network's failure or alleged failure to have acquired at the pertinent time when all or part of the Service is made available to SONIFI, good title to, and/or each and every property right or other right necessary for Network to satisfy its obligations hereunder.
By Network. Without limiting and in addition to Network’s other representations and warranties set forth in this Agreement, Network represents and warrants to DISH that:
By Network. Network shall indemnify and hold harmless DISH, its Affiliates, and its and their respective directors, officers, members, employees and agents (collectively, the “DISH Indemnitees”) from, against and with respect to any and all claims, damages, liabilities, costs and expenses (including reasonable attorneys’ fees) (each a “Claim” and collectively, “Claims”) against or adverse to any of the DISH Indemnitees arising out of: (i) the breach or default of any of Network’s representations, warranties, covenants, obligations or duties herein; (ii) the content of the Service (including, without limitation, advertising spots and direct on-air sales programming), including, without limitation, any claims alleging that the transmission of any programming provided by Network or any of its Affiliates (whether or nor set forth on Part A) is defamatory, libelous, slanderous or obscene, or violates or infringes any copyright, right of privacy or literary, dramatic or music performance right of any person or entity; (iii) the sale or marketing of any products or services by, through or on the Service; (iv) Network’s advertising and marketing of the Service (unless the relevant materials are provided by DISH); (v) Network’s election of a tax treaty withholding rate on the W-8 BEN referenced in Section 5.8 (Taxes) above and any and all attendant taxes and tax liability; (vi) Network’s use of any logos, trademarks, service marks, trade names or other identifying information of DISH inconsistent with DISH’s instructions; or (vii) any interruptions in the transmission of the Service to DISH.
By Network. In addition to any other rights it may have under this Agreement, at law or in equity, Network may terminate this Agreement by sending written notice to DISH should DISH be in material breach of any representation, warranty, covenant or obligation in this Agreement and such breach has not been cured within sixty (60) days of Network’s notice thereof.
By Network. This Agreement may be terminated immediately by Network with cause. "Cause" for immediate termination is the following:
By Network. Notwithstanding Section 3.5.1, Participating Members may authorize Network to xxxx for and collect Fees for the professional services of Participating Members rendered under the terms of this Agreement. Network shall have no ownership interest in any such Fees collected on behalf of Participating Members except to cover Network’s cost of doing business and administration fees and to fund accounts reserved for the Performance Incentive Programs. Network shall account to Participating Members on a periodic basis regarding Fees received and shall pass through to Participating Members the Fees collected, less the administrative amount to be received by Network in accordance with the compensation arrangement agreed upon by the Parties and less the amount reserved to the Performance Incentive Programs.
