Duty of Indemnification Sample Clauses

Duty of Indemnification. CMGI shall hold Red Brick, its directors, officers, employees and agents harmless from, and indemnify them against, all demands, costs, damages, expenses, including reasonable attorneys' fees, and liabilities for any claim or suit ("Claim") brought against Red Brick by a third xxxxx alleging that the use or distribution of the Warehouse DSS Server Software Licensed Materials or DSS Updates by Red Brick, its directors, officers, employees or agents hereunder infringes upon any United States patent, trademark, copyright, or trade secret; provided that Red Brick (i) gives CMGI prompt written notice of the Claim and (ii) gives CMGI all necessary information, reasonable assistance and sole authority to defend and/or settle the Claim. In the event that the use or distribution of the Warehouse DSS Server Software Licensed Materials or DSS Updates as permitted hereunder is held to constitute an infringement, CMGI shall, at its option and sole expense, (a) modify or replace the Warehouse DSS Server Software Licensed Materials or DSS Updates so that they perform comparable functions without material degradation in efficiency and without infringement; or (b) obtain a royalty-free license for Red Brick to use the infringing portion of the Warehouse DSS Server Software Licensed Materials and DSS Updates. CMGI shall have no liability for any Claim or infringement to the extent the same is based on (x) use or combination of the Warehouse DSS Server Software Licensed Materials or DSS Updates with equipment, devices, software, data or equipment not supplied by CMGI; (y) the Warehouse DSS Server Software Licensed Materials or DSS Updates having been modified by Red Brick or; (z) use of the Warehouse DSS Server Software Licensed Materials or DSS Updates in a manner for which they were not designed.
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Duty of Indemnification. 17.1. General duty of indemnification Ex ept to the extent that the Freight Forwarder is liable according to the provisions of Part II, the Customer shall indemnify the Freight Forwarder for all liability incurred in the performance of the Freight Forwarding Services.
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Duty of Indemnification. Subject to the terms of this Agreement, Customer agrees to indemnify and save QSA harmless from and against any and all damages, losses, settlement payments, obligations, liabilities, claims, actions or causes of action, and reasonable costs and expenses suffered, sustained or required to be paid by QSA as a result of all Collection Repair Services rendered by QSA, or its employees or agents. QSA shall have the option, at its sole option, to defend any claim by any third party, and Customer agrees to reimburse QSA for any expenses, including attorneys fees, incurred in defense of such claim. QSA shall have the right to employ its own counsel at the cost of Customer. Notification and Defense. Customer’s duty to indemnify and defend QSA shall be subject to the condition that QSA (i) notify Customer of any claim, or of any circumstances or facts which might give rise to a claim, against QSA for indemnity, to the extent known by QSA, (ii) give Customer an opportunity to defend against such claim, and (iii) provide Customer with information and otherwise cooperate in the defense of such claim. Settlement of Claims. QSA shall have the option, at its sole option, to defend any claim by any third party by entering into a settlement agreement, whereby Customer is required to reimburse QSA for all expenses, including attorney’s fees, incurred in the settlement of such claim. Moreover, QSA shall have the right to settle a claim without Customer’s consent, and without forfeiting the right to be reimbursed for the amounts paid in settlement, if, at the time of the proposed settlement, Customer refuses to indemnify and defend QSA in violation of this Agreement.
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Duty of Indemnification. Subject to the terms of this Agreement, each party (the "Indemnifying Party") agrees to defend, indemnify and save the other party and its officers, directors, employees and agents (collectively, the "Indemnified Party") harmless from and against any and all damages, losses, settlement payments, obligations, liabilities, claims, actions or causes of action, and reasonable costs and expenses suffered, sustained or required to be paid by the Indemnified Party as a result of any infringement of any third party intellectual property rights caused by the use of the Indemnifying Party's marks or other Proprietary Materials in accordance with the terms of this Agreement.
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Duty of Indemnification 
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Related to Duty of Indemnification

  • Survival of Indemnification Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall remain in full force and effect and shall not be in any way affected by, such election or termination or failure to carry out the terms of this Agreement or any part hereof.

  • Indemnification of Indemnitees From and after Bank Closing and subject to the limitations set forth in this Section and Section 12.6 and compliance by the Indemnitees with Section 12.2, the Receiver agrees to indemnify and hold harmless the Indemnitees against any and all costs, losses, liabilities, expenses (including attorneys' fees) incurred prior to the assumption of defense by the Receiver pursuant to paragraph (d) of Section 12.2, judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with claims against any Indemnitee based on liabilities of the Failed Bank that are not assumed by the Assuming Institution pursuant to this Agreement or subsequent to the execution hereof by the Assuming Institution or any Subsidiary or Affiliate of the Assuming Institution for which indemnification is provided hereunder in (a) of this Section 12.1, subject to certain exclusions as provided in (b) of this Section 12.1:

  • Payment of Indemnification If, in regard to any Losses:

  • Limitation of Indemnification Notwithstanding any other terms of this Agreement, nothing herein shall indemnify the Indemnitee against, or exempt the Indemnitee from, any liability in respect of the Indemnitee’s fraud or dishonesty.

  • Indemnification of Indemnitee The Company hereby agrees to defend, hold harmless, and indemnify Indemnitee to the fullest extent permitted by law, as such may be amended from time to time. In furtherance of the foregoing indemnification, and without limiting the generality thereof:

  • Indemnity of Indemnitee The Company hereby agrees to hold harmless and indemnify Indemnitee to the fullest extent permitted by law, as such may be amended from time to time. In furtherance of the foregoing indemnification, and without limiting the generality thereof:

  • Exclusion of Indemnification Notwithstanding any provision to the contrary contained herein, there shall be no right to indemnification for any liability arising by reason of the Agent’s Disqualifying Conduct. In respect of any claim, issue or matter as to which that Person shall have been adjudged to be liable in the performance of that Person’s duty to the Trust or the Shareholders, indemnification shall be made only to the extent that the court in which that action was brought shall determine, upon application or otherwise, that in view of all the circumstances of the case, that Person was not liable by reason of that Person’s Disqualifying Conduct.

  • Indemnification and Exculpation of Indemnitees (a) The Partnership shall indemnify an Indemnitee from and against any and all losses, claims, damages, liabilities, joint or several, expenses (including reasonable legal fees and expenses), judgments, fines, settlements, and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, that relate to the operations of the Partnership as set forth in this Agreement in which any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, unless it is established that: (i) the act or omission of the Indemnitee was material to the matter giving rise to the proceeding and either was committed in bad faith or was the result of active and deliberate dishonesty; (ii) the Indemnitee actually received an improper personal benefit in money, property or services; or (iii) in the case of any criminal proceeding, the Indemnitee had reasonable cause to believe that the act or omission was unlawful. The termination of any proceeding by judgment, order or settlement does not create a presumption that the Indemnitee did not meet the requisite standard of conduct set forth in this Section 6.03(a). The termination of any proceeding by conviction or upon a plea of nolo contendere or its equivalent, or an entry of an order of probation prior to judgment, creates a rebuttable presumption that the Indemnitee acted in a manner contrary to that specified in this Section 6.03(a). Any indemnification pursuant to this Section 6.03 shall be made only out of the assets of the Partnership.

  • Primacy of Indemnification The Company hereby acknowledges that the Indemnitee may have certain rights to indemnification, advancement of expenses or liability insurance provided by a third-party investor and certain of its affiliates (collectively, the “Fund Indemnitors”). The Company hereby agrees that (i) it is the indemnitor of first resort, i.e., its obligations to the Indemnitee under this Agreement and any indemnity provisions set forth in its Certificate of Incorporation, Bylaws or elsewhere (collectively, “Indemnity Arrangements”) are primary, and any obligation of the Fund Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by the Indemnitee is secondary and excess, (ii) it shall advance the full amount of expenses incurred by the Indemnitee and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement by or on behalf of the Indemnitee, to the extent legally permitted and as required by any Indemnity Arrangement, without regard to any rights the Indemnitee may have against the Fund Indemnitors, and (iii) it irrevocably waives, relinquishes and releases the Fund Indemnitors from any claims against the Fund Indemnitors for contribution, subrogation or any other recovery of any kind arising out of or relating to any Indemnity Arrangement. The Company further agrees that no advancement or indemnification payment by any Fund Indemnitor on behalf of the Indemnitee shall affect the foregoing, and the Fund Indemnitors shall be subrogated to the extent of such advancement or payment to all of the rights of recovery of the Indemnitee against the Company. The Company and the Indemnitee agree that the Fund Indemnitors are express third party beneficiaries of the terms of this Section 14. The Company, on its own behalf and on behalf of its insurers to the extent allowed by the policies, waives subrogation rights against Indemnitee.

  • Survival of Indemnification Obligations The provisions of this Article 13 shall survive the expiration or termination of this Agreement.

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