Compliance Indemnification. Customer shall indemnify, defend and hold harmless Heraeus, its affiliates and their respective officers, directors, employees and agents from and against any claims, losses, damages, liability and costs arising out of any claim, suit or action alleging Customer’s conduct which is in breach of the covenants under this Section 6.
Compliance Indemnification. Without limiting their obligations under Section 12.1, each Party shall indemnify and hold harmless the other Party, its Affiliates, and each of their respective directors, officers, employees, agents, successors, and assigns from and against all Losses incurred in connection with any Third-Party Claims which arise out of, relate to, or result from any alleged or actual failure to comply with any applicable law, executive order, governmental rule or regulation by the indemnifying Party or its employees, agents, or subcontractors.
Compliance Indemnification. 9 ARTICLE VIII. INFRINGEMENT....................................................... 10 ARTICLE IX. CONFIDENTIALITY.................................................... 10
Compliance Indemnification. Seller shall indemnify and defend Heraeus, its affiliates and their respective officers, directors, employees and agents from and against any claims, losses, damages, liability and costs arising out of any claim, suit or action alleging conduct by Seller in breach of the covenants under this Section 17.
Compliance Indemnification. 7.1. NYBC shall not be liable to LICENSEE, its AFFILIATES, its sublicenses or any third party for any injury, illness, disease, allergy, allergic reaction, side effect, death, or other adverse experience arising out of, or in connection with, or as a consequence of research, manufacture, testing, advertising, sale, distribution, or other use of PRODUCT.
Compliance Indemnification. Neither Sublandlord nor Subtenant shall create any condition which would constitute a default under the Master Lease or which would cause the Master Lease to be terminated or forfeited because of any right of termination or forfeiture reserved or vested in the Master Landlord, and Sublandlord and Subtenant each will indemnify and hold the other harmless from and against all claims of any kind by reason of any breach or default on the part of or by the indemnifying party or any of its officers, managers, agents, employees, contractors, invitees or licensees, by reason of which the Master Lease may be terminated or forfeited. Sublandlord shall timely perform its covenants and obligations under the Master Lease, other than those that are Subtenant's responsibility hereunder. Subtenant represents that it has read and is familiar with the terms of the Master Lease. Sublandlord further covenants not to amend or modify the Master Lease in any way which would materially adversely affect Subtenant's rights without the prior written consent of Subtenant, such consent not to be unreasonably withheld, conditioned or delayed. Sublandlord shall promptly furnish to Subtenant a copy of any notice relating to or affecting the Sublease Premises or this Sublease that is delivered to Sublandlord by Master Landlord.
Compliance Indemnification. Seller shall indemnify and defend Excelitas, its affiliates and their respective officers, directors, employees and agents from and against any claims, losses, damages, liability and costs arising out of any claim, suit or action alleging conduct by Seller in breach of the covenants under this Section 17.
Compliance Indemnification. Lessee shall comply with all federal, state, county, municipal and other governmental statutes, ordinances, laws, regulations, and judicial and administrative orders relating to the protection of human health and safety, the environment, Hazardous Material (as hereafter defined), and waste storage and disposal except where such compliance obligation arises with respect to facts regarding the Leased Premises in existence prior to the commencement of the term of this Lease or results from migrating of Hazardous Waste from property not part of the Leased Premises. Lessee shall also manage all Hazardous Material so as to avoid any unreasonable risk of contamination to the Leased Premises. If Lessee breaches any of the obligations, warranties or representations of this Lease, including the obligations contained in this Section 8.4., or if the presence of Hazardous Material on or about the Leased Premises caused by Lessee or on the Leased Premises permitted by Lessee violates any applicable law, order, or regulation or results in contamination of the Leased Premises, or if contamination of the Leased Premises or surrounding area by Hazardous Material otherwise occurs for which Lessee is legally liable to Lessor for damage resulting therefrom, Lessee and its successors, assigns and guarantors shall indemnify, defend, and hold Lessor harmless from any and all claims, judgments, damages, penalties, fines, costs, liabilities, or losses (including, without limitation, diminution in value of the Leased Premises or Lessor’s reversionary interest in the buildings or other improvements thereon, damages for the loss of restriction of or the use of rentable or usable space or of any amenity of the Leased Premises, damages arising from any injury to employees or third parties and sums paid in settlement of claims, reasonable attorneys’ fees, reasonable consultant fees, and reasonable expert fees) that arise during or after the term of this Lease as a result of that contamination or violation. This indemnification of Lessor by Lessee includes, without limitation, costs incurred in connection with any investigation of site conditions or any cleanup, remedial, or restoration work required by any federal, state, or local government agency or political subdivision because of Hazardous Material present in the soil or ground water on, under or about the Leased Premises or migrating or threatening to migrate to or from the Leased Premises resulting from the acts of Lessee, or its t...
Compliance Indemnification. Subtenant hereby assumes all of Sublandlord’s obligations under the Prime Lease with respect to the Subleased Premises and covenants and agrees that Subtenant shall comply with the terms and provisions of the Prime Lease with respect to the Subleased Premises and shall neither do nor permit anything to be done which would constitute a default or a breach under the Prime Lease or otherwise cause the Prime Lease to be terminated or forfeited by reason of any right reserved to or vested in Lessor under the Prime Lease. Subtenant shall indemnify, defend and hold Sublandlord harmless from and against all costs, claims, damages or expenses of any kind whatsoever (including but not limited to attorneys’ fees and related legal expenses) resulting from any breach or default by Subtenant of Subtenant’s obligations hereunder, including, without limitation, those which may result in the termination or forfeiture of the Prime Lease, or otherwise resulting from Subtenant’s use, occupancy or operation of the Subleased Premises or occasioned wholly or in part by any act or omission of Subtenant, and Subtenant’s agents, contractors or employees.
Compliance Indemnification. The Developer indemnifies the Client against any claims or legal actions arising from the failure of the website and APIs to comply with the specifications outlined in Exhibit A and B or any applicable laws or regulations.
