Customer’s Indemnity Sample Clauses

Customer’s Indemnity. You agree to indemnify us against all losses, damages, costs (including reasonable legal fees) and expenses incurred or suffered by us in connection with or as a result of: (a) your breach of this Agreement, failure to comply with Applicable Law, or your use or misuse of our Services; (b) (where applicable) your incorrect instructions, overpayment, payment error, or other invalid payment you cause; (c) any error, default, negligence, misconduct, or fraud by you, your employees, directors, officers, or representatives, or anyone acting on your behalf; (d) a third party alleging that our use of the Customer Data as permitted by this Agreement infringes any Intellectual Property Rights; (e) any of your Payments, or FX Conversions (including Forward Contracts), including us acting on any of your instructions which we reasonably believe to have been made by you or your Authorised User; or (f) the closure or cancellation of all or any part of a Payment or FX Conversion (including a Forward Contract) before its Settlement Date or Payment Date, including if we have to do so due to you failing to provide funds for the FX Conversion or Payment.

Customer’s Indemnity. Customer shall defend and indemnify Vendor and its Third Party Vendors against any and all Losses incurred by Vendor and its Third Party Vendors arising out of or in connection with a claim by a third party (i) alleging that the Customer Data or the Customer Trademarks, or any use thereof, infringes the rights of, or has caused harm to, a third party, or (ii) arising out of Customer’s breach of Sections 7.5 and 7.8. Customer will indemnify, defend and hold harmless Vendor, its affiliates, successors, and assigns, including the applicable officers, directors, employees, and agents thereof for damages, costs and attorneys’ fees Vendor incurs from any unaffiliated third-party claim arising from Customer’s Content or Customer’s or any end user’s use of the Services.

Customer’s Indemnity. (a) The Customer indemnifies HosPortal against any loss, damage or expense (including lawyers’ fees on a full indemnity basis) suffered or incurred by HosPortal arising out of or in connection with any breach by the Customer of this agreement, except to the extent that the loss, damage or expense was directly caused by HosPortal’s breach of this agreement or negligence. (b) If the Customer does not make any payment required under clause 9(a) on demand from HosPortal then, without limiting any other rights that HosPortal may have, the Customer will pay interest on that amount at the rate of 5.00% per annum. This interest will accrue on a daily basis from the date of demand up to and including the date of actual payment and will be compounded on the last day of each month. The Customer will pay this interest on demand. (c) This clause 9 will survive the expiry or earlier termination of this agreement.

Customer’s Indemnity. Subject to Section 9.5 below and to the limitations, exclusions and exceptions in Article 10, Customer, at its own expense, shall indemnify, defend and hold harmless Administrator, and its directors, officers, employees and agents (collectively, the "Administrator Indemnitees"), from and against Indemnified Damages relating to or arising from any Claim brought by a third party (a person which is not an Affiliate of any Administrator Indemnitee) against any of the Administrator Indemnitees to the extent based upon: (a) Customer's or its agents' (including Customer Designees') breach of Customer's warranties in Section 8.2; (b) Customer's or its agents' (including Customer Designees') gross negligence, fraud or willful misconduct; (c) Customer's or its agents' (including Customer Designees') breach of Article 5 (Proprietary Rights) or Article 6 (Confidentiality/Privacy) above; (d) Any of the matters in Section 1.10(a) for which Administrator is not liable for under this Agreement; (e) Customers or its agents' (including Customer Designees'), breach of any other agreement relating to a Contract, including any agreement relating to the sale of the Contract, commissions paid or payable relating to such Contract, the reinsurance of such Contract, provided that Administrator otherwise performed in all material respects with this Agreement; or (f) Administrator's performance under this Agreement in conformity with: (i) any written policies, processes, interpretations or other written instructions provided by individuals designated in writing by ▇▇▇▇▇▇▇ Still (or his successor) for SAAL and ▇▇▇▇▇▇ ▇▇▇▇ (or his successor) for AI Life AGL DE (for purposes of performance of the Services to the extent such processes, interpretations or other instructions were not, at the relevant time, superseded by a later version of the Operating Guidelines approved by Customer in accordance with this Agreement; (ii) the Operating Guidelines approved by Customer; or (iii) this Agreement, including the Statement of Work and attachments thereto.

Customer’s Indemnity. The Customer indemnifies TEN, its directors, officers, employees, contractors, representatives, agents and its associated entities and keeps each of them indemnified, from and against any Claims and Damages incurred or suffered directly or indirectly from or in connection with: (a) any breach of a Supply Agreement or any of the Customer’s warranties by the Customer; (b) the termination of a Supply Agreement because of a breach by the Customer; (c) any wilful, unlawful or negligent act or omission by the Customer; (d) Damage to the Equipment by any cause; (e) any Damage to real or personal property of the Customer, caused by or contributed to by TEN; (f) any Claim against TEN in relation to the Equipment or the use or operation of it; (g) any injury to or death of a natural person and any Damage to a third party's real or personal property caused or contributed to by TEN or the Equipment; (h) any Claim by a third party arising directly or indirectly out of a breach of a Supply Agreement by the Customer; and (i) any other thing in relation to which the Customer has assumed the risk or Liability, except to the extent that any Damage is caused by the wilful, unlawful or negligent actions of TEN.

Customer’s Indemnity. Customer shall indemnify and hold harmless CUA, its Affiliates and their respective employees, directors, officers, stockholders, representatives and agents against any and all third party claims, actions or proceedings including but not limited to claims by governmental authorities seeking to impose penalties(“Claims”) for damages, losses, claims, costs and expenses (including reasonable legal costs and attorney fees) (“Losses”) arising out of or otherwise related to (i)any Default by or negligence of Customer or its employees, agents or End Users in the performance of its responsibilities under Article 6, above, and (ii) any Customer Data published or distributed by Customer, its employees, agents, representatives or End Users from or in connection with use of the Service.

Customer’s Indemnity. The Customer shall indemnify and keep indemnified Airwallex and its Affiliates on demand against all Losses incurred or suffered by Airwallex and its Affiliates in connection with or as a result of: (a) the Customer's breach of any term of the Terms; (b) failure to comply with Applicable Law; (c) failure to comply with the Acceptable Use Policy; (d) the Customer's use or misuse of the Services including the Airwallex Platform; (e) a third party alleging that Airwallex's use of the Customer Materials as permitted by the Terms infringes any Intellectual Property Rights; (f) Airwallex acting on any of the Customer's or any of its Authorised Users' instructions or which Airwallex reasonably believe to have been made by the Customer or an Authorised User; or (g) Airwallex funding or arranging to fund all or part of any transactions pursuant to the Customer's instruction, and the Customer cancels or fails to fully fund such transactions and Airwallex incurs Losses as a result of the investment, deposit or other deployment of that funding or the unwinding of any arrangement for that funding.

Customer’s Indemnity. Customer will defend Hudl and its Affiliates against any claim, demand, suit or proceeding made or brought against Hudl by a third party alleging that (a) the Customer Data or (b) Customer’s broadcast or redistribution of the Content or any use of the Content other than internal business use in the professional and/or amateur sport industry, infringes, misappropriates or otherwise violates such third party’s Intellectual Property Rights, and will indemnify Hudl from any damages, attorney fees and costs finally awarded against Hudl or agreed in settlement by Customer resulting from such claim.

Customer’s Indemnity. Customer shall indemnify and defend CMC against all claims, liabilities, and costs, including attorneys' fees, incurred in the defense of any claim brought against CMC by third parties based upon Customer's breach or any warranty, representation or obligation hereunder. If Customer negotiates a settlement with such third parties, then Customer will include CMC as a party generally released from all claims and liabilities by such third party. CMC shall cooperate as reasonably requested in the defense of such claim and may appear, at its own expense, through counsel reasonably acceptable to Customer.