Indemnification 5 Sample Clauses

Indemnification 5. 1 Seller and the Company's Indemnity Obligations. --------------------------------------------------- (a) Upon receipt of notice thereof, Seller and the Company shall, jointly and severally, indemnify, defend, and hold harmless Buyer from any and all claims, demands, liabilities, damages, deficiencies, losses, obligations, costs and expenses, including attorney fees and any costs of investigation that Buyer shall incur or suffer, that arise, result from or relate to: (i) any breach of, or failure by Seller or the Company to perform, any of their representations, warranties, covenants, or agreements in this Agreement or in any schedule, certificate, exhibit, or other instrument furnished or to be furnished by Seller and/or the Company under this Agreement; and (ii) the employment of any of the Company's employees which is in violation of any law, regulation, or ordinance of any Governmental Entity. (b) Buyer shall notify promptly Seller and the Company of the existence of any claim, demand, or other matter to which Seller and the Company's indemnification obligations would apply, and shall give them a reasonable opportunity to defend the same at their own expense and with counsel of their own selection, provided that Seller shall at all times also have the right to fully participate in the defense. If Seller and the Company, within a reasonable time after this notice, fails to defend, Buyer shall have the right, but not the obligation, to undertake the defense of, and, with the written consent of Seller and the Company, to compromise or settle the claim or other matter on behalf, for the account, and at the risk, of Seller and the Company.

Indemnification 5. Section 5.1 Power to Indemnify in Actions, Suits or Proceedings 5

Indemnification 5. 5 S) 15 16 COUNTY shall defend, indemnify and save harmless LESSOR, its officers, agents, and employees, 17 from and against any and all claims, demands, losses, or liabilities of any kind or nature which LESSOR, 18 its officers, agents, and employees may sustain or incur or which may be imposed upon them for injury 19 to or death of persons, or damage to property as a result of, or arising out of, the sole negligence of 20 COUNTY, its officers, agents, employees, subtenants, invitees, or licensees, in connection with the 21 occupancy and use of the Premises by COUNTY. 22 23 Likewise LESSOR shall defend, indemnify and save harmless COUNTY, its officers, agents, and 24 employees from and against any and all claims, demands, losses, or liabilities of any kind or nature 25 which COUNTY, its officers, agents, and employees may sustain or incur or which may be imposed 26 upon them for injury to or death of persons, or damage to property as a result of, or arising out of, the 27 sole negligence of LESSOR, its officers, agents, employees, invitees, or licensees, in connection with the 28 ownership, maintenance, or use of the Premises. 29

Indemnification 5. 賠 償 (a) 誤用或未經授權使用產品，或在說明文件指定之使用範圍外使用產品，導致產生未發生上述使用， (b) 未經我們書面授權，而針對產品進行任何修改，導致產生未進行此類修改，即不會產生的索賠， 或(c)將產品與非我們以產品之一部分提供的任何第三方產品、服務，或業務流程結合，導致產生未進行此類結合，即不會產生的索賠，或(d)以非法或未經授權之方式使用產品，或(e)使用較早版本的產品，導致產生使用我們通常提供給客戶之較新版的本產品，即可避免的索賠，或(f)使用客戶內容或第三方解決方案，或(g)違反本一般條款的「特定義務和限制」或「資料保護」等節，或（若適用）違反MicroStrategy雲端環境服務條款的「MCE 服務義務及限制」一節。 若賠償方因下列條件而產生義務時，受償方：(1)得立即遞送書面索賠通知給賠償方，以及(2)賦予賠償方針對索賠進行辯護及和解的唯一控制權（未經受償方同意，賠償方不得針對任何會使受償方承擔責任或承認過失的索賠進行和解），以及(3)為賠償方提供辯護或和解該項索賠，需要之所有可得的資 訊與合理的協助，(4)未經賠償方書面核准，不得妥協或和解 The indemnifying party’s obligations under this section only arise if the indemnified party (1) promptly gives the indemnifying party written notice of the Claim; and (2) gives the indemnifying party sole control of the defense and settlement of the claim (provided that the indemnifying party may not settle any claim that imposes liability on, or contains any admission of fault by, the indemnified party, without its consent); and (3) provides to the indemnifying party all available information and reasonable assistance necessary to defend or settle the claim; and (4) has not compromised or settled the claim without the indemnifying party’s written approval. 該項索賠。 本節所述為我們在侵犯第三方智慧財產權方面，應對您負擔的全部責任，且為您可取得之唯一補償。 The provisions of this section state the sole, exclusive and entire liability of us to you, and are your sole remedy, with respect to the infringement of third-party intellectual property rights.

Indemnification 5. 5 S) COUNTY hereby agrees to indemnify, hold harmless, and defend CITY, its elected officials, officers, agents, and employees, from and against any and all claims, loss, demands, damages, cost, expenses or liability arising in connection with the occupancy and use of the Premises by COUNTY,out of the ownership, maintenance, or use of the Premises, except for liability arising out of the concurrent active or sole active negligence or willful misconduct of CITY, its officers, agents, or employees, including the cost of defense of any lawsuit arising therefrom. In the event judgment is entered against COUNTY and CITY because of the concurrent active negligence of COUNTY and CITY, their officers, agents, or employees, an apportionment of liability to pay such judgment shall be made by a court of competent jurisdiction. Neither Party shall request a jury apportionment. CITY hereby agrees to indemnify, hold harmless, and defend COUNTY, its elected and appointed officials, officers, agents, and employees, with counsel approved by COUNTY, against any and all claims, loss, demands, damages, cost, expenses or liability arising out of the ownership or , maintenance , or use of the Premises, except for liability arising out of the concurrent active or sole negligence of COUNTY, its officers, agents, or employees, including the cost of defense of any lawsuit arising therefrom. In the event COUNTY is named as co-defendant, CITY shall notify COUNTY of such fact and shall represent COUNTY, with counsel approved by COUNTY, in such legal action unless COUNTY undertakes to represent itself as co-defendant in such legal action, in which event CITY shall pay to COUNTY its litigation costs, expenses and attorney’s fees. In the event judgment is entered against COUNTY and CITY because of the concurrent active negligence of COUNTY and CITY, their officers, agents, or employees, an apportionment of liability to pay such judgment shall be made by a court of competent jurisdiction. Neither Party shall request a jury apportionment. COUNTY hereby agrees to indemnify, hold harmless, and defend CITY, its officers, agents, and employees, against any and all claims, loss, demands, damages, cost, expenses or liability arising out of the ownership, maintenance, or use of the Premises, except for liability arising out of the concurrent active or sole negligence of CITY, its officers, agents, or employees, including the cost of defense of any lawsuit arising therefrom. In the event judgment ...

Indemnification 5. Each Licensee unconditionally, absolutely and irrevocably agrees to and shall defend, indemnify and hold harmless Licensor and each of Licensor's officers, directors, employees, successors or assigns (Licensor and such persons are collectively referred to as the “Licensor's Indemnified Persons”) from and against, and shall reimburse Licensor's Indemnified Persons for, each and every Loss (as defined below) threatened against, paid or incurred by, or imposed on, any Licensor's Indemnified Person, directly or indirectly, relating to, resulting from or arising out of: (a) any inaccuracy in any representation or warranty given by such Licensee, any breach or nonfulfillment of any covenant, agreement or other obligation of such Licensee under this Agreement, the schedules to the Agreement, or any agreement, schedule, certificate or other document delivered or to be delivered by Licensees pursuant hereto in any respect; and (b)any claim made based on facts alleged which, if true, would have constituted any such inaccuracy, breach or nonfulfillment. “Loss” means any loss, damage, injury, harm, detriment, decline in value, lost opportunity, liability, exposure, claim, demand, proceeding, settlement, judgment, award, punitive damage award, fine, penalty, tax, fee, charge, cost or expense (including costs of attempting to avoid or in opposing the imposition thereof, interest, penalties, costs of preparation and investigation, and the fees, disbursements and expenses of attorneys, accountants and other professional advisors). If any proceeding shall be brought or asserted under this Section 5 against a Licensor’s Indemnified Person by a third party in respect of which indemnity may be sought under this Section 5, from an indemnifying person or any successor thereto (the “Indemnifying Person”), the Licensor’s Indemnified Person shall undertake the defence, compromise or settlement of such proceeding , and the Indemnifying Person shall assume and pay all fees, costs and expenses relating to or associated with the Licensor’s Indemnified Person defence thereof, including all fees and costs of counsel and the payment of all costs and expenses in connection therewith. 5.2All other legal rights or remedies of Licensor are not affected by this Section 5. 5.3All representations and warranties shall survive until the expiration of the applicable statute of limitations.

Indemnification 5