Indemnification by AWS Clause Samples
The "Indemnification by AWS" clause obligates AWS to protect the customer from certain legal claims or liabilities arising from the use of AWS services. Typically, this means AWS will defend the customer and cover costs if a third party alleges that AWS's services infringe on their intellectual property rights. For example, if someone claims that AWS's technology violates their patent, AWS would handle the legal defense and pay any resulting damages. This clause is essential for allocating risk, as it reassures customers that they will not bear the financial burden of specific legal disputes related to AWS's services.
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Indemnification by AWS. AWS shall indemnify and hold harmless, ACC, its affiliates, and its members, managers, officers, employees, and agents and/or the legal representatives of any of them (each, a "ACC Indemnified Party"), against all Losses incurred by them that arise out of or result from (a) any representation or warranty of AWS contained in this Agreement being untrue in any material respect as of the date on which it was made or (b) any material default by AWS or any of its affiliates in the performance of their respective obligations under this Agreement, except to the extent that any such Losses arise out of or result from the gross negligence or willful misconduct of ACC.
Indemnification by AWS. Notwithstanding the Closing, subject to the terms of this Article 13, AWS agrees to indemnify and to hold DCS and its Affiliates, and their respective shareholders, officers, directors and employees (the "DCS INDEMNIFIED PARTIES") harmless from and against and in respect of any Liability, action, suit, demand, judgment, cost of investigation and reasonable attorney fees (but excluding the Assumed Alaska Liabilities and any exemplary, consequential or punitive damages) (collectively, "DCS LOSSES"), sustained, incurred or paid by any DCS Indemnified Party in connection with, resulting from or arising out of, directly or indirectly: (a) any breach of a representation or warranty on the part of AWS under this Agreement, (b) any breach or nonfulfillment of any covenant on the part of AWS under this Agreement, (c) any Excluded Alaska Liability, (d) any Excluded Alaska Asset, (e) AWS's ownership, operation or control of the Alaska Assets or the Alaska Business for the period prior to the Closing, or (f) any and all Taxes that are (i) obligations of AWS or an Affiliate or (ii) Pre-closing Taxes that arise out of the Alaska Business or Alaska Assets (including any such Taxes which become Liabilities of DCS as a transferee of the Alaska Business or the Alaska Assets).
Indemnification by AWS. 17 7.3 Notice and Defense of Third-Party Claims.................................. 17 7.4 Limitations............................................................... 18 7.5
Indemnification by AWS. AWS shall defend, indemnify and hold ---------------------- harmless Avalon and each of its subsidiaries and their respective officers, directors, employees, agents, successors and assigns (collectively, the "Avalon Indemnified Persons") from and against, and shall reimburse the Avalon Indemnified Persons for, each and every Loss relating to, resulting from, or arising out of (i) any Retained Liability or (ii) the breach of any covenant or agreement of AWS or USA Waste pursuant to this Agreement. With respect to matters not involving Actions brought or asserted by third parties, within five days after notification from the Avalon Indeminified Persons supported by reasonable documentation setting forth the nature of the circumstances entitling the Avalon Indemnified Persons to indemnity hereunder, AWS, at no cost or expense to the Avalon Indemnified Persons, shall diligently commence resolution of such matters in a manner reasonably acceptable to the Avalon Indemnified Persons and shall diligently and timely prosecute such resolution to completion; provided, however, that with respect to those claims that may be satisfied by payment of a liquidated sum of money, AWS shall promptly pay the amount so claimed to the extent supported by reasonable documentation. If any Action is commenced or threatened, the provisions of Section 7.3 shall control. Notwithstanding the foregoing, AWS shall have no obligations under this Section 7.2 with respect to any Losses arising from a breach by AWS of any of its representations, warranties or covenants in the Merger Agreement without regard to any materiality limitation thereunder.